KSE Ltd Directors Report.

Your Directors are pleased to present the 57th Annual Report and the audited accounts for the financial year ended 31st March 2021.

Financial Highlights

Year ended 31.03.2021 Year ended 31.03.2020
Rs. in lakhs Rs. in lakhs
Revenue from Operations 1,54,326.47 1,42,851.82
Earnings Before Taxes, Finance Costs, Depreciation and Amortization 14,691.21 3,041.48
Less : Finance Costs 148.39 152.71
Less : Depreciation and Amortisation expense 242.16 280.70
Profit Before Exceptional Item and Tax 14,300.66 2,608.07
Exceptional Item (668.14)

-

Profit Before Tax 14,968.80 2,608.07
Less : Tax Expense 3,675.77 718.17
Profit After Tax 11,293.03 1,889.90
Other Comprehensive Income (net of tax) (67.82) (84.97)
Total Comprehensive Income 11,225.21 1,804.93
Opening balance in Retained Earnings 3,985.02 3,758.76
AMOUNT AVAILABLE FOR APPROPRIATION 15,210.23 5,563.69
Dividend distributed during the year - Final and Interim 1,120.00 480.00
Dividend Distribution Tax on above

-

98.67
Transfer to General Reserve 5,500.00 1,000.00
Closing Balance in Retained Earnings 8,590.23 3,985.02

Dividend

Your Directors recommend a final dividend of 850 % ( 85.00 per share of Rs.10 each) for the year ended 31st March, 2021 and including the interim dividend of 150 % ( 15.00 per share of Rs.10 each) already distributed for the said year, the total dividend for the year will be 1000 % ( 100.00 per share of Rs.10 each) that will be paid out of the profits of the Company for the year ended 31st March, 2021, absorbing a total amount of Rs.32 crores. The dividend income will be taxable in the hands of shareholders and income-tax at source will be deducted by the Company from the dividend being paid to the shareholders at the prescribed rates.

The final dividend of Rs.85 per equity share of Rs.10 each as recommended by the Board of Directors of the Company at their meeting held on 30th June, 2021, if approved at the ensuing annual general meeting, will be paid to those shareholders, whose names appear in the Companys register of members as on 29th September 2021. In respect of equity shares held in dematerialised form, the dividend will be paid to those beneficial owners of the equity shares as at the end of business hours on 22nd September, 2021 as per the details furnished by the depositories for this purpose."

The dividend payout for the year 2020-2021 has been decided in accordance with the Companys policy to pay sustainable dividend linked to long term growth objectives of the Company to be met out of internal cash accruals.

Unpaid Dividend

Pursuant to Section 124 and 125 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend up to and including for the financial year 2012-2013 on due date to the Investor Education and Protection Fund administered by the Central Government.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of the Unclaimed Dividends as on 31st March, 2020 relating to the financial years from 2012-2013, on the website of the IEPF (www.iepf.gov.in) and on the website of the Company at www.ksdimited.com.

The dates of declaration of Dividend since 2013-2014 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the following table:

Financial Year Date of Declaration of Dividend Last date for claiming unpaid dividend Unclaimed amount as on 31st March 2021 Due date for Transfer to Investor Education and Protection Fund
2013-14 (Final) 25 September, 2014 24 September, 2021 10,19,680.00 01 November 2021
2014-15 (Interim) 12 February, 2015 11 February, 2022 5,35,600.00 19 March 2022
2014-15 (Interim) 25 March, 2015 24 March, 2022 9,91,240.00 02 May 2022
2014-15 (Final) 19 September, 2015 18 September, 2022 9,46,520.00 26 October 2022
2015-16 (Final) 31 August, 2016 30 August, 2023 12,62,700.00 08 October 2023
2016-17 (Final) 31 August, 2017 30 August, 2024 14,30,250.00 08 October 2024
2017-18 (Final) 31 August, 2018 30 August, 2025 15,90,660.00 08 October 2025
2018-19 (Final) 31 August, 2019 30 August, 2026 3,84,840.00 08 October 2026
2020-21 (Interim) 15 September, 2020 14 September, 2027 6,04,613.60 23 October 2027
2019-20 (Final) 15 December, 2020 14 December, 2027 7,81,122.00 23 January 2028

Transfer to Reserves

The Company proposes to transfer Rs.5,500 lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs.8,590.23 lakhs is proposed to be retained as Surplus.

Operating Results and Business Operations

During the year ended 31st March, 2021, the Revenue from Operations improved by 8.03 % to Rs.1543 crores from Rs.1428 crores, Rs.115 crores in absolute terms. The increase in revenue is due to increased volume of sales of feed coupled with increase in the volume and value of coconut oil, even though the selling price of feed was less compared to previous year.

The over-all profit after tax was Rs.112.25 crores in the year 2020-21 compared to Rs.18.05 crores in the previous year. Despite the challenges we had to face on account of the lock down and other issues on account of spread of Covid-19, we could improve the revenue as well as margin, due to several favourable conditions. The Earnings Per Share also improved to Rs.352.91 per share compared to Rs.59.06 in the previous year 2019-20.

The year to year average cattle feed raw material price had reduced by 9.75% and the year to year average selling price of feed had decreased by 3.19%. The monthly average cattle feed ingredient cost was more or less stable throughout the year. The sales volume of feed has increased to 5.94 lakhs tons in year 2020-21 compared to previous year volume of 5.57 lakhs tons, even though the main feed plant at Irinjalakuda had to be shut down for over a month in July and August, 2020. Since the raw material price was stable throughout the year the feed division could generate handsome profits. The feed division generated a profit of Rs.105.21 crores compared to previous year profit of Rs.28.84 crores.

In the cake processing division, the availability of copra cake from Kerala and Tamil Nadu was seriously affected. We had to continue to depend mainly on the imported copra cake for our processing during the year 2020-21 also. Local content of the total copra cake processed during the year 2020-21 is alarmingly at 17.44 %, where as the 82.56 % was managed by imports. As a result of world wide spread of the Covid-19, the sea freight has more than doubled and this has seriously affected the cost of imported cake. Also there is drastic cut in the availability of copra cake in the international market. In year 2020-21 copra cake processed was 1.24 lakh tons as against 1.09 lakh tons of copra cake in year 2019-2020, registering a volume increase by 13.83 %. There was good demand for refined oil and as a result, we could clear the huge stock of oil that we were holding in the previous year end. The selling rate of coconut oil also improved during the year and this has helped us to generate profits in that division, even though the cost of copra cake was going up. The monthly average selling price of refined coconut oil dipped to the level of Rs.114/kg in the first quarter of financial year 2020-21 has later improved to Rs.188/kg. in the last quarter of the same financial year. The volume of oil sold has also improved to 11,452 tons in place of 9565 tons in the previous year. The high price for the coconut oil along with the increase in the volume handled in the cake processing division had helped to generate good profit even though the average cost of cake has gone up by nearly 7.74 % on a year to year basis. The cake processing division reported an excellent result with a profit of Rs.35.37 crores as against previous year loss of Rs.3.83 crores.

In order to establish a considerable market share for Vesta Ice Cream, we had committed for a heavy budget for ice cream branding during the year 2019-20. After the first wave of Covid-19 we started investing in brand building for ice cream in 2020-21. However, because of the second wave of covid-19, the exercise could not give the expected results. As such we have to build up the brand again after the pandemic ends. Also there was only thin margin on milk sales and hence taking all the factors together the Dairy division reported loss. The volume of sales of ice cream for the year 2020-21 was 716 kl. as against 1227 kl. in 2019-20 with a resultant fall of about 41.65 % in the volume.

The closure of shops on imposing lock downs and the negative impression of the public against ice cream in the covid scenario were deterrent in pushing the volume of ice cream in the year 2020-21. The Dairy division reported a loss of Rs.162.48 lakhs in year 2020-21 against the previous year loss of Rs.85.38 lakhs. The market for ice cream is very dull in this covid season and we have to re-establish the brand afresh after the eradication/curtailing of covid.

The demand for our feed is improving which helps us to keep the capacity utilisation and maintain the revenue. The additional funds that we had generated out of profits of the current year will help us to fund the increased quantity requirements and thus better our purchase capacity also. We are making appropriate adjustments in the selling price according to the ingredient prices keeping in consideration all the related situations. As we are in agro based business, the weather across the country is a critical factor for agricultural production. The forecast of a normal monsoon is expected to result in a surplus crop, thus keeping the ingredient prices low.

In the cake processing division, we have to process around 1.25 lakhs tons of copra cake, to meet our requirements for deoiled copra cake, which is one of the major ingredients in our feed. Very insignificant quantity of copra cake is available locally. As such we are more dependent on imports, where also the copra cake has become dearer due to reduced supply and exorbitant freight. The cost of imported cake has increased more than 60% in the international market. The fluctuation of the rupee rate against dollar may increase the cost further. At the same time the coconut oil price is slipping and the demand for our oil is also very sluggish now. Our stock of coconut oil is expected to be built up for a short span of time. We believe that these are only short term phenomenon and situation will improve in a couple of months. We have ensured steady supply of copra cake by booking shipments in advance. We expect a smooth running of this division with reasonable profits under the present circumstances.

The second phase of corona virus, has highly affected the operations of the Dairy division, though we are allowed to operate the Dairy plants. The proclamation of lock down in Kerala, continuous for about two months now, has seriously affected our market for ice cream and milk. There is a drastic decline in the ice cream consumption due to the absence of festivals and celebrations. Further, consumers for ice cream are shying away from having ice cream, on the fear of the virus. We are unable to predict how long the impact of corona virus will continue and hence we are projecting a somber future in the short run for the dairy division. We have to built up from the scratch with a relaunch exercise for ice cream on a big budget when the situation is favourable, to restore the brand-image for our ice cream. The margin on milk and the volume of milk handled is growing, which we hope will make good the loss on the ice cream front. As such we expect that dairy operations as a whole will surpass the difficult times with the support of other major divisions of the Company.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report attached to and forming part of this Report as provided by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors Association of India for highest processor of coconut oil cake for the year 2019-2020. This Award is being received by the Company for the past 30 years consecutively since the inception of the award.

Number of meetings of the Board

Eleven meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Directors and Key Managerial Personnel

Mr. Verghese CV (DIN: 00779894), Mrs. Nina Paul (DIN: 08576074), Mr. Jose John (DIN: 01797056) and Mr. Paul Jose (DIN: 01616504) are the Independent Directors of the Company. The Independent Directors of the Company are not liable for retirement by rotation, as provided in Section 149 of the Companies Act, 2013. In accordance with Section 149 (7) of the Companies Act, 2013, the Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the above four independent directors of the Company had enrolled with Indian Institute of Corporate Affairs (IICA) within the prescribed period and had cleared the online proficiency self-assessment test as provided by Companies (Appointment and Qualification) Rules, 2019.

On expiry of first term of appointment of Mr. M.P. Jackson (DIN 01889504) as Executive Director of the Company as on 11th February, 2021 the Board, on the recommendation of the Nomination and Remuneration Committee, in their respective meetings held on 21st January, 2021, has decided to reappoint him as Executive Director of the Company for one year from 12th February, 2021 to 11th February, 2022 , subject to the approval of the members in the ensuing Annual General Meeting. Accordingly, an Ordinary Resolution has been moved in the ensuing annual general meeting for the approval of the members for the reappointment and remuneration of Mr. M.P. Jackson (DIN 01889504).

The period of appointment of Mr. A.P. George (DIN 00106808) as Managing Director is expiring on 30th September, 2021 and he has expressed his desire to retire from that post and also to retire from the Board, on expiry of his current term of appointment as on 30th September, 2021. Thereupon, the Board has decided to appoint Mr. M.P. Jackson (DIN 01889504) as Managing Director of the Company, on the recommendation of the Nomination and Remuneration Committee, in their respective meetings held on 30th June, 2021, for a period of five years from 1st October, 2021 to 30th September, 2026, subject to the approval of the members in general meeting. Mr. M.P. Jackson (DIN 01889504) shall attain the age of 70 years on 19th November, 2022, during his term of appointment as Managing Director and as an abundant caution and in terms of Clause (a) of Sub-section (3) of Section 196 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, the resolution for approval of his appointment as Managing Director of the Company has been moved as a special resolution in the ensuing annual general meeting.

On appointing Mr. M.P. Jackson (DIN 01889504) as Managing Director of the Company with effect from 1st October, 2021, the post of Executive Director will become vacant and the Board also decided to fill up the said vacancy by appointing Mr. Paul Francis (DIN 00382797) as Executive Director of the Company on the recommendation of the Nomination and Remuneration Committee, in their respective meetings held on 30th June, 2021, for a period of five years from 1st October, 2021 to 30th September, 2026. Accordingly, an Ordinary Resolution has been moved in the ensuing annual general meeting for the approval of the members for the appointment and remuneration of Mr. Paul Francis (DIN 00382797).

The Board has decided to fill up the vacancy of directorship of Mr. A.P. George (DIN 00106808) on his retirement as Managing Director as on 30th September, 2021, by appointing Mr. Dony A.G. (DIN 09211623) as Director of the Company and an ordinary resolution has been moved in the ensuing annual general meeting for his appointment as a director. The Company has received a notice u/s 160 of the Companies Act, 2013 from a Member of the Company signifying his intention to propose the candidature of Mr. Dony A.G. for the office of the Director of the Company.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, the Independent Directors, the Managing Director and Executive Director of the Company are not liable to retire by rotation.

Mr. A.P. George, Managing Director, Mr. M.P. Jackson, Executive Director and Mr. R. Sankaranarayanan, Chief Financial Officer and Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Danesa Raghulal (DIN : 07975553) and Dr. Pyarelal K.C. (DIN : 00923913) will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

Policy on directors appointment and remuneration and other details

Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Director. Currently, the sitting fees payable to the non-executive directors is Rs.20,000 per meeting of the Board and Rs.15,000 per meeting of committees of the Board attended by them. The Nomination and Remuneration Policy for the Members of Board and Executive Management can be accessed on the Companys website at the link: http://kselimited. com under Investor Relations.

Evaluation of Board, Committees and Individual Directors

The Company has devised a Policy for performance evaluation of Independent and other directors, Board as a whole and Committees thereof which include criteria for performance evaluation of the executive and non-executive directors. The Policy for evaluation of performance of the Board of Directors can be accessed on the Companys website at the link: http://kselimited. com under Investor Relations.

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have evaluated the effectiveness of the Board during the financial year ended 31st March, 2021. The evaluation was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the

Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.

Internal financial control systems and their adequacy

Adequate internal financial controls are in place with reference to the financial statements. Internal financial control systems of the Company have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards. Such controls were tested annually and during the year no reportable material weakness in the design or operation were observed. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Board members are informed about the risk assessment and minimization procedures. The Board is responsible for framing, implementing and monitoring the risk management plan for the company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together govern the business of the Company and manage associated risks.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

Vigil Mechanism

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to develop a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The "KSEL Whistle Blower Policy and Vigil Mechanism" can be accessed on the Companys website at the link : http://kselimited.com/whistleblower.aspx.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2021 and of the profit of the Company for the financial year ended 31st March, 2021;

(c) 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) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report. The disclosures made in these reports may be considered as compliance of various disclosures prescribed under the Companies Act, 2013 and Rules made thereunder.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has been formed in conformity with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition, terms of reference and attendance details of the CSR Committee are incorporated in the Corporate Governance Report. The Annual Report on CSR activities for the year ended 31st March, 2021 is given separately as "Annexure A", forming part of this Report.

Public Deposits

Your Company is accepting deposits as per the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. The details relating to such deposits as provided under Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure B".

The Company is not accepting any other deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Particulars of loans, guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013 (the "Act"). Full disclosure of related party transactions as per Accounting Standard Ind AS 24 issued by the Institute of Chartered Accountants of India is given under Note No. 35.16 of Notes to the Annual Accounts.

The policy and procedures on related party transaction as approved by the Board may be accessed on the Companys website at the link: http://kselimited.com/transactionpolicy.aspx. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure C" in Form AOC-2 and the same forms part of this report.

Annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2021 is available on the website of the Company at www.kselimited.com.

Statutory Auditors

M/s. Sridhar & Co. (ICAI Firm Registration No. 003978S) have been appointed as the statutory auditors of the company at the 56th Annual General Meeting from the conclusion of 56th Annual General Meeting until the conclusion of the 61st annual general meeting of the Company to be held in the year 2025, for the audit of accounts relating to the years ending 31st March, 2021 to 31st March, 2025.

The Auditors Report for the financial year 2020-2021 on the financial statements of the Company is part of this Annual Report. The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2021.

Cost Auditors

With the prior approval of Central Government, M/s. A.R. Narayanan & Co., Cost Accountants, Ernakulam (Firm registration number 101421) have been appointed as Cost Auditors for the financial year 2020-21 and they will be submitting their Cost Audit Report within the time limit stipulated. The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam (firm registration number 101421) as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2021-2022. The Remuneration proposed to be paid to the Cost Auditor, subject to ratification by shareholders of the Company at the ensuing 57th Annual General Meeting, has been fixed at Rs.2,00,000 plus GST and out of pocket expenses. The Company has received consent from M/s. A. R. Narayanan & Co., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2021-22, along with certificate confirming their independence and arms length relationship.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed CS. Sathish V., Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year ended 31st March, 2021. The Secretarial Audit Report for the financial year ended 31st March, 2021 is annexed herewith as "Annexure D" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Records

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, for certain areas of its operations (Edible Oil and Power Generation) and accordingly accounts and records required to get true and fair view of the cost of production of products, cost of sales, margin and other information relating to products under reference, are made and maintained by the Company.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2020-21, the Company has not received any complaint on sexual harassment and no complaint remains pending as of 31st March, 2021.

Disclosure relating to Remuneration of Directors, Key Managerial Personnel and particulars of employees

The information required under Section 197 of the Companies Act, 2013 and rules made there-under, in respect of employees of the Company, is provided in "Annexure E" forming part of this report. None of the employees are in receipt of remuneration in excess of the limits specified under clause (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in "Annexure F" to this Report.

Business Responsibility Report

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and amendments made thereto mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for the top 1,000 listed entities based on market capitalization. In compliance with the regulation the BRR is enclosed as "Annexure G" and forms part of the Annual Report.

Capital Expenditure

The Board has plans to purchase a suitable industrial land in Palakkad District to set up a high tech high capacity feed plant. We are also planning to purchase suitable industrial land near Mysore, which if materialised, will be used for production of cattle feed and thus cater to the northern districts of Kerala and also expand the market for our feed in Karnataka. We have been allotted 2.91 acres of land near the port by the VOC Port, Tuticorin on tender for construction of storage facilities.

Other Disclosures

No disclosure is made in respect of the following items as there were no events during the year calling for reporting on these items:

1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

3. Your Company does not have any subsidiary, associate, joint venture company or holding company and disclosures required in that respect were not dealt with.

4. 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.

5. No frauds have been reported by auditors to the Audit Committee or Board under Sub-section (12) of Section 143 of the Companies Act, 2013.

6. There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year under report and the date of this report.

Special Thanks

Mr. A.P. George is retiring as Managing Director on 30th September, 2021. We wish to place on record our sincere appreciation and thanks to Sri A.P. George, one of the promoter directors, who is in the Board from the inception of the Company. He was acting as Director and Legal Advisor of the Company from 1.11.1994. Mr. A.P. George was appointed as Executive Director of the Company from 1st October, 2015 and he was elevated as Managing Director of the Company from 14th November, 2017. He was also Chairman of Stakeholders Relationship Committee from 28.09.2002 till 22.09.2015 and thereafter continued as a member of the said Committee till 13.11.2017. From 14.11.2017 he is a member in the Corporate Social Responsibility Committee.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board
Sd/-
Mr. Jose John
Irinjalakuda (DIN : 01797056)
June 30, 2021 Chairman