To,
The Members,
Your Directors have pleasure in presenting the 47th Annual
Report, together with the Audited Accounts of the Company for the year ended 31st
March, 2023.
1. FINANCIAL RESULTS: Rs.In Lakhs
|
2023 |
2022 |
| Turnover |
14,896.54 |
1,1560.19 |
| Profit Before Interest, Depreciation, Tax & Exceptional
Items |
1,935.59 |
1,386.36 |
| Less : Interest |
433.49 |
376.65 |
| Less : Depreciation |
302.33 |
288.08 |
| Profit Before Tax & Exceptional Items |
1,199.77 |
721.63 |
| Exceptional Items: |
|
|
| Voluntary Retirement Scheme |
0.00 |
(374.90) |
| Profit on sale of Fixed Assets |
0.00 |
258.14 |
| Profit Before Tax |
1,199.77 |
604.88 |
| Less : Provision for Taxation, including Deferred Tax |
357.71 |
103.84 |
| Profit After Tax |
842.06 |
501.04 |
| Less : Other Comprehensive Income |
(2.96) |
(16.96) |
| Net Profit for the current year |
839.10 |
484.07 |
| Add : Amount brought forward from last year |
1,182.25 |
715.17 |
| Profit available for Appropriation |
2,021.35 |
1,199.26 |
| Transfer to General Reserve |
— |
--- |
| Dividend on Equity Shares paid for the year 21-22 |
34.00 |
17.00 |
| Balance Carried Forward to Balance Sheet |
1,987.35 |
1,182.26 |
| Proposed Dividend |
51.00 |
34.00 |
2. OPERATIONS AND FUTURE PROSPECTS :
As mentioned in our last year report, your Company has made significant
improvement in the top line and also in the bottom line. We wish to continue the same, in
future.
3. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board comprises of 8 Directors out of which four are Independent
Directors, two Executive Directors, one Non Independent Director and one Non-Executive
Woman Director.
| Sr. No. Name |
Designation |
| 1 Mr. Prakash Kulkarni |
Executive Chairman |
| 2 Mr. Darius Shroff |
Independent Director |
| 3 Mr. Shishir Shirgaokar |
Independent Director |
| 4 Mr. Sanjay Kirloskar |
Independent Director |
| 5 Dr. Shishir Gosavi |
Independent Director |
| 6 Mr. Dilip Kulkarni |
Managing Director & CFO |
| 7 Mrs. Prabha Kulkarni |
Women Director |
| 8 Dr. Ketan Pai |
Director |
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr.
Prakash Kulkarni, Executive Chairman, Mr. Dilip Kulkarni, Managing Director and Ms.
Aishwarya Toraskar, Company Secretary, are the Key Managerial Persons of the Company.
Based on the recommendation of Nomination & Remuneration Committee
& Board Approval dated 10-03-2023, followed by Members approval through Postal Ballot
held on 17th April, 2023, Dr. Shishir Gosavi (DIN:09315896) was appointed as
Independent Director for a period of 5 consecutive years from 10-03-2023 to 31-03-2028,
during the year under review.
Declarations of Independence from Independent Directors
Company has received necessary declaration from, each independent
director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria
of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25
of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The Board noted the dedication of Independent Directors to the Board,
with regards to their integrity, expertise and experience including their proficiency.
Directors Retiring by Rotation
Mr. Prakash Kulkarni, Executive Chairman (DIN: 00052342), retires by
rotation as per the provisions of Companies Act, 2013, and is eligible to be reappointed
as a Director of the Company in the forthcoming Annual General Meeting. The Board
recommends his appointment.
Dr. Ketan Pai, Director (DIN: 06980628), retires by rotation as per the
provisions of Companies Act, 2013, and is eligible to be reappointed as a Director of the
Company in the forthcoming Annual General Meeting. The Board recommends his appointment.
4. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanation provided to them, your Directors, pursuant to Section 134(5)
of the Companies Act, 2013, state that -
a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
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 the Company at the end of the
financial year and of the profit of the Company for that period;
c) the Directors have 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;
d) the Directors have prepared the annual accounts on a going
concern basis;
e) the Directors were devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively;
f) the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and are
operating effectively.
5. MEETINGS:
During the year Five (5) Board Meetings, Four (4) Audit Committee
Meetings, Two (2) Nomination and Remuneration Committee Meetings, One (1) Corporate Social
Responsibility Meeting and Twelve (12) Stakeholder Relationship Committee Meetings were
convened and held, the details of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013.The dates and related information is given in Corporate Governance Report,
annexed to this Report as ANNEXURE-IV.
6. ANNUAL EVALUATION OF PERFORMANCE OF BOARD AND THAT OF ITS COMMITTEES
AND INDIVIDUAL DIRECTORS:
During the year under review, the Board has initiated formal evaluation
process for its own performance and of its own committees and individual directors,
pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Rule 8 (4) of the Companies
(Accounts) Rules, 2014.
7. NOMINATION AND REMUNERATION POLICY:
The Company has framed Nomination and Remuneration Committee to decide
appointment and remuneration of Directors, Independent Directors and Key Managerial
Personnel.
Salient features of the Nomination and Remuneration Policy are as
follows:
a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required.
b) Remuneration is linked to performance.
c) Ensuring that remuneration to directors, Key Managerial
Personnel and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the
company and its goals.
d) The criteria for determining qualifications, positive attributes
and independence of a Director.
The Nomination and Remuneration Policy of the Company is available on www.kpt.co.in
pursuant to provisions of Section 178(4) of the Companies Act, 2013.
8. STATUTORY AUDIT REPORT:
With respect to Statutory Auditors Report 2022-23, there are no
qualifications, adverse remarks or disclaimers made by the statutory auditors on the
financial statements of the company. The Company continues to have robust internal control
system in place.
9. SECRETARIAL AUDIT REPORT:
With respect to Secretarial Auditors Report 2022-23, there are no
qualifications, adverse remarks or disclaimers made by the Secretarial Auditors of the
Company. The Company continues to have robust internal control system in place.
Secretarial Audit Report in form MR-3 as per Section 204 (1) of the
Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached herewith as ANNEXURE-I, to
this report.
Secretarial Compliance Report as per Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, for the financial year ended
on 31st March, 2023, is attached herewith as ANNEXURE-II, to this
report.
Following is the Managements Response to the observations made by the
Secretarial Auditor in the Secretarial Audit Report in form MR-3 and Secretarial
Compliance Report as per Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015:
"We had filed declaration with the BSE Limited regarding
non-applicability of provisions relating to Corporate Governance as mentioned under
regulation 15(2) of SEBI (LODR) Regulations, 2015 for the quarter ended June 30, 2022.
This was the position held by us and was supported by a legal opinion dated January 15,
2022 which we submitted to the BSE Limited and also with the Secretarial Auditor, before
issuance of their Secretarial Audit Report for the year ended March 31,2022. Company is of
the opinion that provisions as per Regulation 15(2) of SEBI (LODR) Regulations, 2015 are
not applicable, as both the conditions i.e. paid up capital and net worth have to be
fulfilled together. Therefore, compliances with respect to financial year ended March 31,
2022, as specified above, werent done. The non-applicability as per sub-regulation
(2) of regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 was also reported by our Secretarial Auditor V. Sreedharan &
Associates Company Secretaries, Bengaluru, in their Secretarial Audit Report dated 27th
May, 2022, issued for the year ended on March 31, 2022. However, we have filed the report
on Corporate Governance for the quarter ended September 30, 2022 onwards and paid the fine
amount of Rs. 66,080/- (Rupees Sixty-Six Thousand Eighty Only), and paid a fine of Rs.
7,59,920 (Rupees Seven Lakh Fifty Nine Thousand Nine Hundred and Twenty only) under
protest and also complied with all the requirements as specified in regulations 17, [17A],
18, 19, 20, 21,22, 23, 24, [24A], 25, 26, 27 and clauses (b) to (i) [and (t)] of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V."
10. DIVIDEND:
As a gesture to acknowledge the strength of the Company, your Directors
are pleased to recommend a payment of dividend at the rate of 30 % i.e. Rs. 1.50 per share
of Rs. 5 /- each, for the year ended on 31st March, 2023.
11. CHANGE IN NATURE OF BUSINESS:
During the year under review, there were no changes in nature of
business of the Company.
12. TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any
amount to its reserves.
13. CHANGES IN CAPITAL OF THE COMPANY:
There are no changes in the capital of the Company.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
Not Applicable.
15. DEPOSITS:
The Company has not accepted deposits during the financial year.
16. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company is available on www.kpt.co.in
pursuant to provisions of Sections 92(3) and 134(3) of the Companies Act, 2013.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company has not advanced any loans/
given guarantees / provided securities or made any investments.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related party transactions that were entered during the financial year,
were on an arms length basis and were in ordinary course of business. There were no
materially significant related party transactions with the Companys Promoters,
Directors, Management or their relatives, which could have had a potential conflict with
the interests of the Company. Transactions with related parties entered by the Company in
the normal course of business are periodically placed before the Audit Committee for its
omnibus approval and the particulars of contracts entered during the year as per Form
AOC-2, enclosed as ANNEXURE-III to this Report.
19. RELATED PARTY DISCLOSURE AS PER SCHEDULE V [Regulation 34(3)] :
| Sr. In the accounts of |
Disclosure of amounts at the year end
and the maximum amount of Loan / Advances / Investments outstanding during the year |
Applicability as on 31-03-2023 |
| 1 Holding Company |
• Loans and advances in the nature of loans to
subsidiaries by name and amount. |
N.A. |
|
• Loans and advances in the nature of loans to
associates by name and amount |
N.A. |
|
• Loans and advances in the nature of loans to firms
/companies in which directors are interested by name and amount. |
N.A. |
| 2 Subsidiary |
Same disclosures as applicable to the parent company in the
accounts of subsidiary company. |
N.A. |
| 3 Holding Company |
Investments by the loan in the shares of parent company and
subsidiary company, when the company has made a loan or advance in the nature of loan. |
N.A. |
Disclosures of transactions of the listed entity with any person or
entity belonging to the promoter / promoter group which hold(s) 10% or more shareholding
in the listed entity, in the format prescribed in the relevant accounting standards for
annual results. N.A.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A) CONSERVATION OF ENERGY
This industry does not fall under Schedule prescribed under Rule (2).
Efforts are made to keep the consumption of Power and Fuel to a minimum level. KPT
Industries Ltd., also generates clean power by use of wind power.
B) TECHNOLOGY ABSORPTION
I) Specific areas in which R&D carried out:
• Enhancing life of electric motors,
• Reducing maintenance cost of products,
• Development of new products / designs / procedures / methods /
materials / machines / tools in existing products / processes in related manufacturing
areas,
• Improving the electrical characteristics of the motors.
II) Benefits derived as a result of above R&D:
- Improved performance/longer service life of product,
- Complete safety,
- Cost reduction,
- Enhancement of quality and service to the customers.
III) Future plan of action:
Company plans to continue development activities on the above lines,
IV) Expenditure on R&D:
Expenditure of revenue nature incurred on R&D is charged under the
respective heads, Capital expenditure on acquisition of assets for R&D, if any, is
depreciated as Plant & Machinery.
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
The Company has not imported any technology during the last sixteen
years. There is a continuous flow of information between the Company and the key suppliers
from abroad. The Companys key managers also visit various markets and are exposed to
latest products and technologies. Interaction with Suppliers of key components, on a
regular basis, keeps the Company abreast with the latest development in product
technology, manufacturing process and methods, quality assurance, marketing and management
systems. We have, over the years, built requisite infrastructure and technically competent
manpower to translate and adopt the latest technical know-how into improved products for
our customers.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
| Earnings : |
606.87 lakhs |
|
| Outgo : |
a) Material |
6102.70 lakhs |
|
b) Others |
1.68 lakhs |
|
Total |
? 6104.38 lakhs |
21. THREATS & CONCERNS:
The leading brands always come up with new products. We keep on
studying this and commensurate actions are taken.
22. SAFETY, HEALTH & ENVIRONMENT:
Our Company continues to pursue its environmental friendly approach
towards Industrial growth. Constant improvements are being made in the process.
23. TECHNICAL INNOVATION:
No significant products development, other than improving old ones, was
made during the year.
24. CORPORATE GOVERNANACE CERTIFICATE:
Our Company has been following good Corporate Governance since its
inception. The shares of our Company are listed on BSE Ltd., (Bombay Stock Exchange). We
are regularly and timely complying with the requirements as per Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Company has paid the Annual Listing Fees for the Financial Year 2022-23. As required by
the SEBI Guidelines, a Corporate Governance Report is annexed as ANNEXURE-IV.
25. VIGIL MECHANISM:
The Company has established a Vigil Mechanism for Directors and
employees to report their genuine concerns and to provide adequate safeguards against
victimization of persons who use such mechanism. Company has maintained Vigil
Mechanism/Whistle Blower Policy and the same is also placed on our website www.kpt.co.in.
26. RISK MANAGEMENT POLICY:
The Board of Directors of Company is continuously monitoring various
risk attached to business. On regular basis, Board and senior managers identify the risk
elements. Board and senior managers, on the basis of past experience, ensure management of
risk and take necessary steps to mitigate the risks.
In the opinion of the Board, there are no risk elements which may
threaten the existence of the Company, except general market risks, risk due to effect of
changes in government policies, competition risks and risk due to natural calamities.
27. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
Company does not have any Joint Venture, Subsidiary or Associate
Companies.
28. IMPACT OF ANY REGULATION OR COURT ORDERS:
There are no material orders passed by the Regulation or Courts
impacting on the Companys business.
29. STATEMENT OF COMPLIANCE OF PROVISIONS OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No such cases were reported during the
Financial Year 2022-23.
30. EMPLOYEES REMUNERATION:
Details of the remuneration as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached as ANNEXURE-V to this Report.
31. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size,
scale and complexity of its operations. The scope of the Internal Audit is decided by the
Audit Committee and the Board. To maintain its objectivity and independence, the Board has
appointed an Internal Auditor, which reports to the Audit Committee of the Board on a
periodic basis.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of Internal control Systems in the Company, its compliance with operating systems,
accounting procedures and policies for various functions of the Company. Based on the
report of Internal Auditor, management undertakes corrective action wherever required and
thereby strengthens the control further.
The Company has policies and procedures in place for ensuring proper
and efficient conduct of its business, safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting records and timely preparation
of reliable financial information.
32. MAINTENANCE OF COST RECORDS:
Maintenance of cost records is required by the Company under section
148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and
maintained.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, detailed Management discussion & Analysis
Report, is attached as ANNEXURE-VI to this Report.
34. CORPORATE SOCIAL RESPONSIBILITY:
Since the net profit of the Company for the financial year 2021-22, for
the first time, exceeded the threshold limit of rupees five crores, as per the provisions
of Section 135 of the Companies Act, 2013, now our Company is required to expend at least
2% of its average net profit for the immediate past 3 financial years i.e., Corporate
Social Responsibility provisions are applicable from Financial Year 2022-23.
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year in the format prescribed in the Companies (CSR Policy) Rules, 2014, is attached as ANNEXURE-VII
to this Report.
35. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year: Not Applicable.
36. The details of difference between amounts 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:
Not Applicable.
37. FRAUD REPORTING {Section 134(3) (Companies Act, 2013)}:
There was no fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
38. COMPLIANCE OF SECRETARIAL STANDARDS:
Your Company has complied with the applicable Secretarial Standards
during the FY 2022-23.
39. INVESTOR EDUCATION AND PROTECTION FUND:
The Company has transferred the unclaimed dividends declared upto the
financial year 2015 to the Investor Education and Protection Fund of the Central
Government
40. ACKNOWLEDGEMENTS:
The Board of Directors would like to thank their customers, vendors,
dealers and business associates for their continued support during the year.
The Board of Directors sincerely appreciates and thanks its esteemed
Shareholders for their continued support and confidence reposed in the Company.
Your Directors also wish to place on record their appreciation of the
contribution made by employees at all levels, during the year.
|
For & On behalf of the Board of Directors |
|
|
Prakash Kulkarni |
Dilip Kulkarni |
| Place: Shirol |
Executive Chairman |
Managing Director |
| Date : 8th August, 2023 |
DIN :00052342 |
DIN: 00184727 |
+91-9892691696
