sri kpr industries ltd Directors report

BUSINESS OPERATIONS

Your Companys strength lies in identification, planning, execution and successful implementation of the projects undertaken by it.

Presently, the Company has interest in pipe manufacturing and wind power generation. During the year under review the Company has made a turnover of Rs. 3.01 Crores as against previous turnover of Rs.3.45 Crores thereby resulting in reduction of the turnover. Earned net profit of Rs. 0.89 Crores as against the previous year Profit of Rs. 1.24 Crores.

On a consolidated basis, the Company has achieved a turnover of Rs. 13.83 Crores as against the previous year turnover of Rs.8.93 Crores thereby increase the turnover and the company has achieved net profit of Rs 3.29 Crores as against the previous net profit of Rs. 0.35 crores.

However, the EPS is Rs. 0.44 as against the previous year of Rs.0.62.

STATE OF COMPANY AFFAIRS:

As informaed in earlier years, during the year ended 31.3.2023, there is a minimal revenue from sale of A.C. Pressure Pipes of just Rs.14.70 lakhs & revenue from Wind Mills are Rs.287.13 lakhs making a total revenue of Rs.301.84 lakhs as against previous years revenue of Rs.345.74 lakhs.

However, under consolidated balance sheet during the year ended 31.3.2023, the total revenue is Rs.16.15 crs. as gainst Rs.11.79 crs of previous year. This is because of increase in wind power revenue from Rs.7.89 crs. during year ending 31.03.2022 to Rs.10.34 crs for the period ended 31.03.2023.

The increase in revenue of wind power is due to supply of wind power to Central Railways from subsidiary company M/s. Sri Pavan Energy Pvt. Ltd.

The long pending payments from APDISCOM have also started coming on equated monthly installements. Unfortunately the Tower of 2.0 MW Gamesa make Wind Mill of M/s. Sri KPR Industries Ltd located at R-93 Chandgarh wind farm, Dewas District, Madhya Pradesh, has been collapsed/ broken on 2.5.2023 and there is no generation since than and the same has been also informed to BSE on 18.5.2023.

Now the company is under continious followup with the wind mill supplier & OM, contractor M/s. Siemens Gamess Renewable Power Pvt. Ltd and also with insurance company for claiming the lossess.

Opportunities :

As informed earlier, and as approved by the share holders vide postal ballot dated.30.6.2022, the company is in the process of development of factory land by making layout for the residential open plots by forming partership/ LLP/ velopment agreement and etc with adjuscent land owners which paves way for new source of revenue and at present the process for the same is under progress.

DIVIDEND

In view of the financial constraints, the board has not recommended the dividend for the financial year 2022-23.

RESERVES

The board has not transferred any amount to Reserves for the year 2022-23.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the Company between March 31, 2023.

DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loan, provided guarantee or made any investment falling under the provisions of Section 186 of the Companies Act, 2013. However the details of existing investments are provided in the Financial Statements of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Srinath Reddy Nalla and Mr. Raja Reddy Gaddam retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Further the Board has also proposed for re-appointment of Mr. Bhoopal Reddy Aleti, as Whole-time Director of the Company.

During the year,

However, post closure of financial year there were no significant changes except Mr. Vanamali Praneethkumar (Membership Number: A-68920) being appointed as a Company Secretary and Compliance officer of the Company w.e.f., 27.05.2023 and Mr. Nandu Siddha Reddy was relieved from the position of Compliance Officer w.e.f., 27.05.2023 and Mr. Vanamali Praneethkumar resigned as a Company Secretary and Compliance officer of the Company w.e.f., 12.08.2023.

The following are the Directors Retiring by Rotation:

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 as at March 31, 2023 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of indpendence prescribed under Section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 8 (Eight) times during the year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of the report.

COMMITTEES OF THE BOARD

Currently the Board has 3 committees: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholder Relationship Committee.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report. Further during the year, all the recommendations made by Audit committee were accepted by the Board.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

During the year, the Board of Directors (‘the Board) reviewed the affairs of its Wholly Owned Subsidiary i.e. Sri KPR Infra & Projects Limited. In accordance with Section 129(3) of the Companies Act, 2013 consolidated financial statements of the Company forms part of the Report. A statement containing the salient features of the financial statements of the Subsidiary Company in the prescribed Form AOC-1 is appended as “Annexure I” to the Boards report.

In accordance with Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of M/s. Sri KPR Infra & Projects Limited, Wholly owned subsidiary is available for inspection during business hours at our registered office on all working days till the date of Annual General Meeting of the Company.

Further the Company is having a step down subsidiary namely Sri Pavan Energy Private Limited.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year your Company has passed Ordinary Resolution to enter into related party transaction in future with Sri. A. Bhoopal Reddy and Smt. A. Pushpa Lata under the provisions of Section 188 of the Companies Act, 2013. Details have been mentioned in the Postal Ballot Containing the Resolution which is available on website of the Company and can be accessed at www.kprindustries.in/investorrelations.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and is enclosed as “Annexure II”.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board of your Company has laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis report, which forms part of this report.

PARTICULARS OF EMPLOYEES

Having regard to the provisions of Section 136(1), statement of top ten employees in terms of remuneration drawn and particulars of employees (under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure III which forms part of the Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration and other matters provided under Section 178(3) of the Companies Act, 2013 has been disclosed under Corporate Governance Report, which forms part of this report.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business carried out by the Company.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on website of the Company and can be accessed at www.kprindustries.in/investorrelations.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, its committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The performance of the board and committees constituted was evaluated after seeking inputs from all the Directors such as effectiveness of board processes, information and functioning, etc.

The Board and the Nomination &Remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

AUDITORS

STATUTORY AUDITORS

As per the provisions of the Act, M/s. A.M Reddy & D.R Reddy, Chartered Accountants have been appointed as Statutory Auditors for a period of 5 (Five) years in the AGM held in 2022.

M/s. A.M Reddy & D.R Reddy, Chartered Accountants have informed the Company that their appointment if made would be within the limits prescribed under Section 141 of the Companies Act. 2013 and they have also furnished a declaration in terms of section 141 of the Companies Act, 2013 that they are eligible to be appointed as auditors and that they have not incurred any disqualification under the Companies Act. 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board has appointed Dafthardar Soumya (Membership No.F11754), Practicing Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as “Annexure IV” to this Report. The Secretarial Audit Report contains the following observations:

The Management has advised promoters for applying duplicate share Certificates and Dematerialize the same at the earliest.

QUALIFICATIONS IN AUDIT REPORT:

There are no adverse remarks or any disclaimer remark against the Company by the statutory auditor in their report.

FRAUDS REPORTED BY AUDITORS

During the year, there were no frauds reported by the Auditors falling under Section 143 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

Risk Management framework of your Company which ensures regular review by management to proactively identify the emerging risks, to do risk evaluation and risk prioritization along with development of risk mitigation plans and action taken. The various risks, including the risks associated with the economy, regulation, competition, foreign exchange, interest rate etc., are documented, monitored and managed efficiently.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been hosted on the website of the Company at www.kprindustries.in.

CORPORATE SOCIAL RESPONSIBILTY

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013.

CORPORATE GOVERNANCE

In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance certificate issued by Statutory Auditors of the Company is attached and forms integral part of this Annual Report.

MANAGEMENTS DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under LODR Regulations, is disclosed separately in the current Report.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

Your Company is committed in creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013, your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

COMPLIANCE BY LARGE CORPORATES

Your Company did not fall under the category of Large Corporates as defined under SEBI vide its circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018 as such no disclosure is required in this regard.

CEO AND CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI Listing Regulations, the CEO and CFO certificate was placed before the Board of Directors of the Company at its meeting held on September 4,2023 and is attached with the annual report as Annexure-V.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations,

• your Company additionally discloses that during the financial year under review:

•your Company has not issued any shares with differential voting rights: your Company has not issued any sweat equity shares;

• your Company has not raised any funds through preferential allotment or qualified institutional placement as per Regulation 32(7A) of SEBI Listing Regulations;

•no application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year along with their status as at the end of the financial year is not applicable.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.