kse Directors report


Your Directors are pleased to present the 59th Annual Report and the audited accounts for the financial year ended 31st March 2023.

Financial Highlights

Year ended 31.03.2023 in lakhs Year ended 31.03.2022 in lakhs
Revenue from Operations 1,60,988.36 1,67,005.82
Earnings Before Taxes, Finance Costs, Depreciation and Amortization 226.33 1,704.99
Less : Finance Costs 207.91 189.67
Less : Depreciation and Amortisation expense 435.52 302.33
Profit Before Exceptional Item and Tax (417.10) 1,212.99
Exceptional Item (118.47) 285.11
Profit Before Tax (298.63) 927.88
Less : Tax Expense (60.49) 270.75
Profit After Tax (238.14) 657.13
Other Comprehensive Income (net of tax) 5.30 32.25
Total Comprehensive Income (232.84) 689.38
Opening balance in Retained Earnings 6,559.61 8,590.23
AMOUNT AVAILABLE FOR APPROPRIATION 6,326.77 9,279.61
Dividend distributed during the year 640.00 2,720.00
Transfer to General Reserve -- --
Closing Balance in Retained Earnings 5,686.77 6,559.61

Dividend

The Company has incurred a net loss of 232.84 lakhs for the year ended 31st March, 2023 after all adjustments. Even though there is no profit, in order to maintain the continuity of payment of dividend, your Directors recommend a final dividend of 200 % ( 20.00 per share of 10 each) for the year ended 31st March, 2023 and that will be paid out of the retained earnings of the Company, absorbing a total amount of 640 lakhs. 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 20 per equity share of 10 each as recommended by the Board of Directors of the Company at their meeting held on 25th May, 2023, 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 26th August, 2023. 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 19th August, 2023 as per the details furnished by the depositories for this purpose."

The Dividend Distribution Policy of the Company is available at https://www.kselimited.com/admin/Files/184/DIVIDEND%20 DISTRIBUTION%20POLICY.pdf. The dividend payout for the year 2022-2023 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 2014-2015 on respective due dates 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, 2022 relating to the financial years from 2014-2015, on the website of the IEPF (www.iepf.gov.in) and on the website of the Company at www.kselimited.com.

The dates of declaration of Dividend since final dividend for 2015-2016 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 2023 Due date for Transfer to Investor Education and Protection Fund
2015-16 (Final) 31 August, 2016 30 August, 2023 12,36,700.00 07 October 2023
2016-17 (Final) 31 August, 2017 30 August, 2024 13,97,250.00 07 October 2024
2017-18 (Final) 31 August, 2018 30 August, 2025 14,59,740.00 07 October 2025
2018-19 (Final) 31 August, 2019 30 August, 2026 3,50,610.00 07 October 2026
2020-21 (Interim) 15 September, 2020 14 September, 2027 5,14,238.60 22 October 2027
2019-20 (Final) 15 December, 2020 14 December, 2027 5,14,663.00 21 January 2028
2020-21 (Final) 29 September, 2021 28 September, 2028 24,14,092.00 5 November 2028
2021-22 (Final) 27 August, 2022 26 August, 2029 7,50,817.00 3 October, 2029

Transfer to Reserves

As the Company has incurred a loss for the year ended 31st March, 2023 the Board of Directors do not propose transfer of any funds to the General Reserve out of the amount available for appropriations and an amount of 56.87 crores is proposed to be retained as Surplus out of which the proposed dividend of 6.40 crores will be payable, if approved at the ensuing AGM.

Operating Results and Business Operations

The Company has reported a loss of 2.33 crores after adjustment for taxes in the year 2022-23 compared to a profit of 6.89 crores in the previous year. During the year ended 31st March, 2023, the Revenue from Operations registered a fall of 3.60 % to 1610 crores from 1670 crores in the previous year. The decrease in revenue is due to the decrease in the volume of sales of feed and on account of fall in the selling price of coconut oil. The Earnings Per Share reported is negative at 7.44 per share compared to 20.54 in the previous year 2021-22.

In the year 2022-23, the annual average raw material cost of feed has gone up by 9.80 % over that of previous year. This is after registering an increase of 16.75 % in the annual average raw material cost of feed in the year 2021-22 compared to previous year. In year 2021-22, the average selling price of feed has increased by around 7.30 % compared to that of previous year. It was further increased by 9.30% in the year 2022-23, in order to avoid loss. As a result of the abnormal increase in the ingredient prices, which could not be matched with equal increase in the selling rates, the profit of the Animal Feed Division has reduced drastically. The feed division could manage with a profit of 7.91 crores compared to previous year profit of 12.88 crores.

In the cake processing division, the availability of local copra cake was scarce. We had to continue to depend mainly on the imported copra cake for our processing. The year to year annual average rate of consumption of cake has not varied much. The purchase rate of copra cake was on the higher side in previous year itself around 28700 per ton, which has gone up to the level of 29,671 per ton, by the end of the year 2022-23. At the same time, the coconut oil price had further decreased from 135/kg. in the year beginning to 115/kg. by year end. At present, the coconut oil is cheaper than many other oils. As a result of all these factors, the cake processing division reported a loss of 5.14 crores as against previous year profit of 2.25 crores.

There was no margin on the milk division since the procurement of milk in Tamil Nadu is ruling very high and the selling price of milk in Kerala is still lower, even after the increase in the milk price in November, 2022. As such, we had incurred loss of 121 lakhs in the milk division compared to 104 lakhs in the previous year. The relaunch of Vesta ice cream is underway, with a huge advertisement budget, after the covid spell, to re-establish the market share and also to reach the market across Kerala. We have improved the markets with infusion of premium varieties and are pushing ahead to capture more market share. The main ingredient for ice cream is milk and cream there from. Since the cost of milk has gone up, the cost of production of ice cream also has gone up. To capture the markets, we have kept the price of all varieties of ice cream slightly lower than other competing brands, at the same time keeping the quality as the best, and thus had booked loss during the year 2022-23. Since we are trying to expand our reach to the market for ice cream, we are appointing new dealers in fresh markets. On such appointments of new dealers, we are offering freezer subsidy, which is also chargable to the cost of ice cream. Dairy division as a whole reported a loss of 641.64 lakhs in year 2022-23 against the previous year loss of 373.40 lakhs.

The cost of major ingredients used in the manufacture of animal feed like rice bran, maize, cotton seed deoiled cake, groundnut cake etc. has gone up by more than 30% in the year 2021-22 itself and currently ruling at a very high rate. The situation is expected to continue for few more months. We will not be able to increase the selling price of feed beyond a certain level to fully absorb the increase in ingredient prices.

Appropriate adjustments are made in the selling price according to the ingredient prices keeping in consideration all the related situations. The indirect control of the Government on the procurement price of milk leaves the farmers into a lot of hardship and while taking pricing decisions, we have to weigh this fact in the best interest of the Company. The demand for the feed is now stable which helps us to keep the capacity utilisation and maintain the revenue.

In the cake processing division, we need around 1,25,000 tons of copra cake, to meet our requirements for deoiled copra cake, which is one of the major ingredients in our feed. The availability of local and imported copra cake is at strain and the cost thereof has increased further by 20 %, in the first two months of the financial year 2023-24. The volatility in exchange rate of dollar also makes the task tough. We are closely watching the situation for ensuring steady supply of copra cake. The coconut oil price is likely to fall further from the current level of 115/kg. as the price of other oils are falling. This will add strain to the cake processing division as the demand for coconut oil is very low. The cake processing division should be fully operational to meet the requirement of deoiled copra cake, a major ingredient in the feed formulation, even if the margins are thin or in the negative. The operation of this division is expected to be challenging for few months ahead, until the oil price improve or copra cake is available at reasonable cost.

Currently the procurement cost of milk is very high and the selling price of milk is very low. As such the margin on milk is nil. We are expecting a reduction in procurement price of milk during the monsoon season. We have raised our advertisement budget for ice cream considerably and this has started reaping results. There is good demand for Vesta ice cream and we are expecting the same to pick up further. The selling rate of different varieties of ice cream will be suitably revised, after establishing the brand.

We are also into a detailed study on feed and ice cream, by a reputed agency, to evolve strategic plan for a few years ahead and to improve the performance as quick as possible.

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 2021-2022. This Award is being received by the Company for the past 32 years consecutively since the inception of the award.

Number of meetings of the Board

Fifteen 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. Tom Jose (DIN 01971467), Ms. Simi Davis (DIN 09752318) and Ms. Seema Davis (DIN 08125964), Non-Executive Directors and Dr. Jose Paul Thaliyath (DIN 01773031), Independent Director were appointed with effective from 1st October, 2022 to make the total number of directors in the Board to fifteen.

Dr. Jose Paul Thaliyath (DIN 01773031), 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 five 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.

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.

Dr. Pyarelal K.C. (DIN : 00923913), Mr. Dony A.G. (DIN : 09211623) and Ms. Danesa Raghulal (DIN : 07975553) will retire by rotation at the ensuing annual general meeting, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, and being eligible, offer themselves for re-appointment.

Mr. M.P. Jackson (DIN 01889504), Managing Director, Mr. Paul Francis (DIN 00382797), Executive Director, Mr. R. Sankaranarayanan, Chief Financial Officer and Ms. Srividya Damodaran, 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.

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 25,000 per meeting of the Board and 20,000 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:https://www. kselimited.com/allPolicy.aspx.

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: https://www.kselimited.com/ evaluationpolicy.aspx.

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, 2023. 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 : https://www.kselimited.com/allPolicy.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, 2023, 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, 2023 and of the profit of the Company for the financial year ended 31st March, 2023;

(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, 2023 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 Ministry of Corporate Affairs is given under Note No. 35.24 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: https://www.kselimited.com/allPolicy.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, 2023 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 2022-2023 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, 2023.

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 2022-23 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 reappointed them as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2023-2024. The Remuneration proposed to be paid to the Cost Auditor, subject to ratification by shareholders of the Company at the ensuing 59th Annual General Meeting, has been fixed at 2,25,000 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 2023-24, 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 M/s. BVR & Associates Company Secretaries LLP (Firm Regn. AAE-7079), Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year ended 31st March, 2023. The Secretarial Audit Report for the financial year ended 31st March, 2023 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 2022-23, the Company has not received any complaint on sexual harassment and no complaint remains pending as of 31st March, 2023.

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.

Capital Expenditure

The construction of warehouses, with an estimated capital outlay of around 1000.00 lakhs, in the 6.38 acres of land allotted near the port by the VOC Port, Tuticorin has been started and is expected to be completed shortly. Construction of additional storage facility near Irinjalakuda Unit, costing around 130.00 lakhs has been completed. The takeover of production facilities in the KINFRA Industiral Park in Kakkanchery near Kozhikode is nearing completion and production of Vesta ice cream has been commenced in the said plant. In Koratty Unit, one 5.5 TPH Boiler is now under installation costing around 500.00 lakhs, which is expected to remove the bottle necks and improve productivity in the solvent and refining plants.

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.

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. Tom Jose
Irinjalakuda (DIN : 01971467)
May 25, 2023 Chairman