Mar 31, 2018
DIRECTOR''S REPORT
Dear Members,
The Directors are pleased to present the Twenty Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2018.
FINANCIAL RESULTS
The Companyâs financial performance for the year ended 31st March 2018 is summarized below. Segment wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only
Particulars |
Year ended 31.03.2018 (Rs. in Lakhs) |
Year ended 31.03.2017 (Rs. in Lakhs) |
|
Revenue from operations |
11,707.14 |
6,607.34 |
|
Other income |
71.58 |
68.50 |
|
Total Expenses |
9,471.97 |
6,206.10 |
|
Cost of Material Consumed |
7,845.87 |
4,413.03 |
|
Depreciation and amortization expenses |
84.63 |
63.47 |
|
Finance Cost |
145.13 |
186.06 |
|
Other Expenses |
837.65 |
650.71 |
|
Profit / Loss Before tax |
2,306.75 |
469.74 |
|
Current tax |
788.73 |
166.45 |
|
Profit / Loss After tax |
1,518.03 |
303.29 |
|
Earnings per share |
|||
Basic & Diluted |
36.65 |
7.32 |
|
Your Directors recommend the following appropriations:- |
|||
Proposed |
- |
62.13 |
|
Dividend Distribution Tax |
- |
12.65 |
|
Transfer to general Reserve |
- |
- |
FINANCIAL PERFORMANCE
The Gross Revenue from operations for FY 2018 was at Rs.11,707.14 Lakhs/- (Previous Year Rs.6,607.34 Lakhs/-), registering a growth of 44%. The Profit after tax stood at Rs.1518.02 Lakhs/- (Previous Year Rs.303.29 Lakhs/-).
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure -1 to this Report.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) & (k) OF THE COMPANIES ACT, 2013
Your Directors recommend a dividend of 20 % (Twenty percent) i.e. Rs.2.00/- per equity share of face value of Rs.10/-each (Previous Year 15%). Payment of Dividend is subject to the approval of Shareholders at the ensuing Annual General Meeting.
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 31st March 2018 and of the profit of the Company for the year ended on that date;
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.
SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2018 stood at Rs.4,14,22,000/-. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the company hold instruments convertible into equity shares of the Company INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY The Company does not have any Holding, Subsidiary, Joint venture or Associate Company.
DIRECTORS
The Board of Directors of the company comprises of One Managing Director, Two Whole-time Directors who are the Promoters of the company and Four Non-Executive Directors, including Three Independent Directors. The Company also has One Women Director who is Non-Executive. The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. Pushpa S Jain (DIN:06939054), Non-Executive Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 NUMBER OF MEETINGS OF THE BOARD
During the year, 9 (nine) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company:
a) Mr. Suresh Shah (DIN: 01659809) Managing Director
b) Mr. Dipesh S Jain (DIN: 01659930), Whole Time Director
c) Mr. Arun V Shah (DIN: 01744884), Whole Time Director
d) Mr. K. C. Radhakrishnan, Chief Financial Officer
e) Ms. A.Priyanka, Company Secretary COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. CSR Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
AUDITORS
(a) STATUTORY AUDITOR
Pursuant to the Provisions of Sections 139, 141& 142 of the Companies Act, 2013 ("the Act"), the Companies (Audit and Auditors) Rules, 2014 ("the Rules"), Schedules attached thereto, (including any statutory modification(s) or enactment(s) or re-enactment(s) thereof, for the time being in force), pursuant to the recommendation of Audit Committee of the Company and that of the Board and pursuant to the approval of Members at the Twenty fourth Annual General Meeting held on September 28, 2017, consent of the Members of the Company is be and hereby accorded to appoint M/s. P. Chandrasekar, LLP, Chartered Accountants, Bangalore(Firm Registration Number: 000580S/S200066) as Statutory Auditors of the Company, to hold office as Statutory Auditors from the conclusion of Twenty fourth Annual General Meeting till the conclusion of Twenty ninth Annual General Meeting.
There is no audit qualification for the year under review.
(b) COST AUDITOR
The Companyâs products come under Table B (Non-Regulated Sector) Companies (Cost Records and Audit) Rules 2014.
As per Rule 4 Companies (Cost Records and Audit) Rules 2014, Every Company specified in Table B of the Cost Audit would be applicable if the overall turnover of the Company from all its products and services during the immediately preceding financial year is Rs.100 Crores or more and the aggregate turnover of the individual product(s) or Service(s) for which cost records are required to be maintained under Rule 3 is Rs.35 Crores or more.
Hence, M/s. N. Sivashankaran& Co., Cost Accountants, appointed as Cost Auditors by the Board of Directors to audit the cost records of the Company for the FY 2017-18.
(c) SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. P. Sriram & Associates , Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-2 to this Report.
There is no secretarial audit qualification for the year under review.
(d) INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. R. Subramanian and Co., LLP , Chartered Accountants to undertake the Internal Audit of the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any loan or made any investment or given a guarantee or provided any security in accordance with Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All transactions entered with Related Parties for the year under review were on arm''s length basis All related party transactions are placed before the Audit Committee for approval. Details of the transactions are provided in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is appended as Annexure-3 to this Report. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March 2018) and the date of the report .
CORPORATE SOCIAL RESPONSIBILITY
The Company does meet the provisions laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence the Company has constituted a Corporate Social Responsibility Committee.
DEPOSITS FROM PUBLIC
During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V, Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has internal control system which includes financial control commensurate with the size, scale and complexity of company''s operations and also ensures that the Company''s assets are well protected. The internal audit evaluates the efficacy and adequacy of internal control system in the Company, its compliance with accounting procedures and policies of the Company. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
CORPORATEGOVERNANCE
The Company is not only committed to maintain the standards of Corporate Governance set out by SEBI but also morally committed to its members. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. Your company hereby affirms that no complaints were received during the year.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
The criteria for performance evaluation have been detailed in the Corporate Governance Report.
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms a part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4 and forms a part of this Report RISK MANAGEMENT
Your Company as part of Standard Operating System and Procedure institutionalized risk management covering risk identification, mitigation and management measures. This Risk Charter and Policy have been brought to practice as per part of internal control systems and procedures. The Management has applied the risk management policy to activities and processes of the business and this is reviewed to ensure that executive management manages risk through means of a properly defined framework.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT : NIL
DISLCOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy and implemented an effective mechanism for the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. During the year under review, no complaints were received by the Board.
PARTICULARS OF EMPLOYEES
The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the ratio of remuneration of each director to the median employee''s remuneration is annexed as Annexure-5 to this Report.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors place on record their appreciation to employees at all levels for their dedication and commitment. Your Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government Authorities, customers, vendors and members during the year under review
For & on Behalf of the Board
For KANCHI KARPOORAM LIMITED
Dipesh S Jain Suresh V Shah
Place: Chennai (DIN: 01659930) (DIN: 01659809)
Date: 14.08.2018 Whole-time Director Managing Director
Mar 31, 2015
Dear Members,
The Company's Directors are pleased to present the 22nd Annual Report
of the Company, along with Audited Accounts, for the Financial Year
ended 31st March 2015
FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March 2015
is summarised below. Segment wise reporting as per Accounting Standards
AS-17 is not applicable to your Company, since your Company is engaged
in the activity of single segment only.
Particulars Year ended Year ended
31.03.2015 31.03.2014
(Rs. in Lakhs) (Rs. in Lakhs)
Revenue from operations 5284.49 5660.38
Other income 14.53 15.52
Total Expenses 5262.43 5246.44
Finance Cost 174.62 121.31
Depreciation and amortization expenses 35.26 123.12
Profit / Loss Before tax 36.58 429.46
Current tax 5.00 188.00
Deferred Tax reversal 5.99 (21.48)
Profit / Loss After tax 25.59 270.40
Earnings per share
Basic & Diluted 0.62 6.53
Your Directors recommend the following appropriations:-
Proposed Dividend 20.71 62.13
Dividend Distribution Tax 4.33 10.56
Transfer to general Reserve 0 150.00
EXTRACTOF ANNUAL RETURN
An Extract of Annual Return (as provided in Section 92(3) of the
Companies Act, 2013) in Form MGT-9 as on 31st March 2015 is attached as
Annexure -1 to this report
NUMBER OF MEETINGS OF THE BOARD
During the year, 9 (Nine) meetings of the Board of Directors were held.
The details of the meetings are furnished in the Corporate Governance
Report which is attached to this report.
DIRECTORS'RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134(5) of the Companies Act,
2013
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 31st March 2015 and of the profit of the Company
for the year ended on that date;
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 detectingfraud 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 operatingeffectively;
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the members approved the appointments of
Mr.Narasimhan Raghu, Mr.K.Venkateswaran and Mr.S.Srinivasan as
Independent Directors who are not liable to retire by rotation and
Mrs.Pushpa S Jain as a Non-Executive Director who is liable to retire
by rotation. The members have also re- appointed Mr.ArunV Shah, as
whole time director.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under Section 149(6) of the Companies
Act 2013 and Clause 49 of the Listing Agreement with the Stock
Exchanges.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mrs.Pushpa SJain, Director of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible has offered herself for re-appointment.
In accordance with the Provisions of Section 203 of the Act, which came
into effect from 01st April 2014, Mr.K.C.Radhakrishnan, Chief Financial
Officer and Mr.Rakesh Roshan Sethi, Company Secretary as Key Managerial
Personnel of the Company were formalised. Mrs. Gayathri S. was
appointed as company secretary and compliance officer of the company
with effect from 20th June 2015 consequent to the resignation of Mr.
Rakesh Roshan Sethi with effect from 30th May 2015.
APPOINTMENT AND REMUNERATION POLICY
The Company's policy on Directors appointment and remuneration and
other matters provided in Section 178(3) of the Act has been provided
in the Corporate Governance Report, which is attached to this report.
POLICY FOR PREVENTION OFSEXUAL HARASSMENT
As a part of the policy for Prevention of Sexual Harassment in the
organisation, the Company has in place an Internal Complaints Committee
for prevention and redressal of complaints of sexual harassment of
women at work place in accordance with The Sexual Harassment of Women
at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and
relevant rules thereunder. No complaints were received by the Committee
during the period under review.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITOR
At the Annual General Meeting of the Company held on September 10,2014,
M/sR.Subramanian and Company, Chartered Accountants, (Registration
No.FRN 004137S), were reappointed as the Statutory Auditors of the
Company for a period of 3 years which is subject to annual ratification
by the members of the Company in terms of Section 139 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
Accordingly, the appointment of M/s R.Subramanian and Company,
Chartered Accountants, as statutory auditors of the Company, is placed
for ratification by the shareholders. In this regard, the Company has
received a certificate from the auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of Section
141 of the Companies Act, 2013. The Audit committee and the Board of
Directors recommend the ratification of appointment of M/s
R.Subramanian and Company, Chartered Accountants as Auditors and to fix
their remuneration. The members may ratify the appointment of M/s
R.Subramanian and Company, Chartered Accountants, as the Statutory
Auditors of the Company for the financial year 2015-16.
The notes on Financial Statement referred to in the Auditor's Report
are Self-explanatory. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
COST AUDITOR
As applicable under the erstwhile provisions of the Companies (Cost
Audit Report) Rules 2011 the Company has obtained the Cost Audit report
from M/s. N.Sivasankaran & Co, Cost Auditors in the previous year
2013-2014. As per the Ministry of Corporate Affairs in exercise of
power comfort under section 148 of the Companies Act, 2013 and in
supersession of Companies (Cost Accounting Records) Rules 2011,
Companies (Cost Audit Report) Rules 2011 notified Companies Cost
Records and Audit Rules 2014 in pursuant to Rule 4 of the said rules
the Cost Audit of Companies cost records is not applicable for the
current financial year, however the Company is required to maintain
cost records in the Books of Accounts in pursuance to Rule 3 of said
rule.
SECRETARIAL AUDITOR
The Board has appointed Mr.V.S.Sowrirajan, Practising Company
Secretary, to conduct Secretarial Audit for the Financial Year 2014 -
2015. The Secretarial Audit Report for the Financial Year 2014 - 2015
is attached as Annexure-2 to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party entered by the Company during the year were in the
Ordinary course of business and at Arm's Length Pricing basis. There
were no materially significant related party transactions during the
year. Details of the transaction are provided in Form AOC-2 which is
attached as Annexure-3 to this report
STATEOF COMPANY'S AFFAIRS
The year under review had yielded results achieved by the Company by
constant monitoring of imported raw materials price, sale price of
camphor & foreign exchange fluctuations. Consequent to the closure of
Regional Stock Exchanges viz., Madras, Delhi and Ahmedabad Stock
Exchanges, your company is listed in Bombay Stock Exchange (BSE) during
the year. This will facilitate members for better trading activities.
DIVIDEND
Your Directors recommend a Dividend of 5%(Rs.0.50 Paise per equity
share of Rs.10/- each) for the financial year ended 31st March 2015.
Payment of Dividend is subject to the approval of Shareholders at the
ensuing Annual General Meeting.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year (31st
March 2015) and the date of the report (14th August 2015)
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS ANDOUTGO
The particulars prescribed under Section 134 of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules 2014, relating to
Conservation of Energy, Technology, Absorption, Foreign Exchange
Earning and Outgo are attached as Annexure-4 to this report.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board. The Committee overseas the Risk Management process including
risk identification, the impact assessment and risk reporting. The
Audit Committee however has additional oversight in the area of
financial risks and controls. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions
on a continuing basis. The development and implementation of risk
management policy has been covered in the management discussion and
analysis, which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the criteria laid down in Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 hence there is no requirement of
constituting Corporate Social Responsibility Committee.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
listing agreement, Independent Director at their meeting without the
participation of the Non-independent directors and management,
considered and evaluated the Board's performance and other
non-independent directors.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint Ventures or Associate
Company. Hence the requirement of presenting the consolidated financial
statements in Annual Report is not applicable.
DEPOSITS FROM PUBLIC
During the year under review, your company did not accept any deposits
within the meaning of provisions of Chapter V Acceptance of Deposits by
the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The details of the Internal Control system and their adequacy are
provided in the Management Discussion and Analysis Report which forms
part of this report.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included
in the Corporate Governance Report which is attached to this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
During the year, your Directors have constituted a Vigil Mechanism
Committee which also incorporates a whist blower policy pursuant to
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49
of the listing agreement. Your company hereby affirms that no
complaints were received during the year.
PARTICULARSOF EMPLOYEES
The information required terms of the provisions of Section 197(12) of
the Companies Act, 2013 read with Rules 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014
relating to the ratio of remuneration of each director to the median
employee's remuneration are attached as Annexure-5 to this report
CORPORATE GOVERANCE
The Company is not only committed to maintain the standards of
Corporate Governance set out by SEBI but also morally committed to its
members. The report on Corporate Governance as stipulated under the
Listing Agreement forms an integral part of this report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance is attached to this report.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors place on record their appreciation to employees at all
levels for their dedication and commitment.
Your Directors would also like to express their sincere appreciation
for the assistance and co-operation received from the banks, financial
institutions, Government Authorities, customers, vendors and members
during the year under review.
For and on Behalf of the Board of Directors
Place: Chennai Arun V Shah Suresh Shah
Date: 14.08.2015 Whole Time Director Managing Director
Mar 31, 2014
Dear Shareholders
The Directors take pleasure in presenting the Twenty First Annual
Report of your Company together with the audited financial statement
forthe year ended 31st March, 2014
Financial Results
The summary of the financial performance of the Company for the year
ended 31st March, 2014 as compared to the previous year is as below.
Segment-wise reporting as per Accounting Standards AS-17 is not
applicable to your Company, since your Company is engaged in the
activity of single segment only.
Year ended Year ended
31.03.2014 31.03.2013
Particulars ((Rs.Lakhs) ((Rs.Lakhs)
Revenue from Operations 5675.90 5130.66
Other income 15.52 14.61
Total Expenses 5246.44 4930.31
Finance Cost 121.31 156.41
Depreciation and amortization
expenses 123.12 194.78
Profit / Loss Before tax 429.46 200.35
Current tax 188.00 90.00
Deferred Tax reversal (21.48) (19.17)
Profit / Loss After tax 270.40 129.53
Earning per share
Basic & Diluted 6.53 3.13
Your Directors recommend the
following appropriations:-
Proposed Dividend (Rs.1.5 per share) 62.13 62.13
Dividend Distribution Tax 10.56 10.56
Transfer to general Reserve 150.00 150.00
Performance & Operations
The year under review had yielded good results. This could be achieved
because of the procurement and sales policies adopted by your company.
Business analysis and prospects as discussed by your Management
Despite of the prevailing global economic recession the performance of
the company during the year under review has been increased as against
the previous year. This was attributable on account of the continuous
up gradation of technology and plants and machineries, stringent
quality parameters to produce defect free goods and aggressive
marketing, including established relationship with major suppliers and
customers. During the year under review the company has adopted various
effective measures to reduce the operational cost wherever possible to
achieve greater profitability.
Dividend
Your directors are pleased to recommend a final dividend of Rs.1.50 per
equity shares of face value of Rs.10/- each (i.e. 15%) for the year
ended 31st March 2014, which as per the provisions of Income Tax Act
presently in force will not be taxed in the hand of the shareholders.
However the company will be paying the prescribed tax on the
distributed dividend. The final dividend, subject to the approval of
members at the Annual General Meeting on 10th September, 2014 will be
paid on or before 09th October 2014 to the members whose names appears
in the Register of Members on or before closure of business hours on
02nd September, 2014.
Public Deposits and Loans/Advances
Your Company has not accepted any deposits from the public, or its
employees during the year under review. Being the company does not have
any subsidiary company/s the disclosure in pursuant to Clause 32 of the
Listing Agreement, with regard to loans /advances and investments in
its own shares by the listed companies, their subsidiaries, associates
etc is not required.
Subsidiaries / Joint Ventures
The company does not have any Subsidiaries and Joint Venture Company.
Therefore the company is not required to present in its Annual Report,
the consolidated financial statements of holding Company and all of its
subsidiaries duly audited by its statutory auditors.
Corporate Social Responsibility:-
In terms of section 135 of the Companies Act, 2013 read with rule 9 of
the Companies (Accounts) Rules 2014. Ever company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand
crore or more ora net profit of rupees five crore or more during any
financial year shall constitute a Corporate Social Responsibility
Committee of the Board consisting of three or more directors, out of
which at least one director shall be ar independent director. They
shall disclose the content of Corporate Social Responsibility Policy in
the Board''s Repor and on the Company''s Website which shall be as per
Annexure attached to the Companies (Corporate Socia Responsibility
Policy) Rules 2014. The Board''s report under sub-section (3) of section
134 shall disclose the composition of the Corporate Social
Responsibility Committee.
The Board of every company shall ensure that the company spends, in
every financial year, at least two percent. o the average net profits
of the company made during the three immediately preceding financial
years, in pursuance of its Corporate Social Responsibility Policy,
being the Company is not qualifying the condition stipulated unde
section 135(1) of the Companies Act, 2013 therefore your Company is
outside the purview of the Section 135(1). h spite of that Your Company
as a part of Social Responsibility also intend to construct sanitation
facility to the houses in the near by village as a step to educate the
necessity environmental preservations.
Listing at Stock Exchanges
The SEBI vide its (Exit Circular) dated 30th May, 2012 had issued
guideline in respect of exit options to Regiona Stock Exchanges, who
are not able to satisfying the New Net worth and Trading Norms and
other regulator requirements specified by the SEBI, in compliance with
SEBI exit Circular all the three stock exchanges Delhi Madras and
Ahmedabad Stock Exchange where the Company''s shares are listed or in
the process of / had already submitted theirexistapplication to SEBI.
Therefore the Board of Directors in order to facilitate the
shareholders of the Company to trade the Companies Securities freely
through the BSE Limited platform has already submitted an application
on 29th May, 2014 to BSE Limited for listing of its securities which is
under consideration.
Internal Control Systems
The Company''s internal control system is designed to ensure operational
efficiency, protection and conservation o resources, accuracy and
promptness in financial reporting and compliance with laws and
regulations which you Directors feel is sufficient for the Company''s
performance.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information as prescribed under Section 217 (1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, is given in a separate
annexure which forms a part of this report
Particulars of Employees
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed unde Section 217(2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
as amended. The industrial relations continued to be generally peaceful
and cordial.
Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013, and the Articles of Association of the Company Shri.Arun V Shah,
Directorof the Company is liable to retire by rotation and is eligible
for re-appointment.
The Board of Directors of the Company at its meeting held on February
28, 2014 has appointed Shri.Arun V Shah an existing Directorof the
Company as Whole-time Directorof the company till the ensuing Annual
General Meeting with effect from 01.03.2014, at remuneration
recommended by the remuneration committee of the Board for < period of5
(five) years, subject to the approval of shareholders
There are three Independent Directors on the Board of the Company as
per the Listing Agreement requirements viz., Shri.Narasimhan Raghu,
Shri.K.Venkateswaran and Shri.S.Srinivasan.
Of the above Independent Directors Shri.Narasimhan Raghu and
Shri.K.Venkateswaran have been appointed as additional directors under
section 161 of the Companies Act who shall holds office up to the date
of this Annual General Meeting and in respect of whom the Company has
received notice in writing under Section 160 of the Companies Act, 2013
from members, proposing their candidature for the office of Director,
are proposed to be appointed as Independent Directors of the Company
under the Companies Act, 2013 to hold office for 5 (Five) consecutive
years
Shri.S.Srinivasan had been appointed as Independent Director vide
member''s resolution at the previous AGM held on 29th September 2012 in
terms clause 49 of the Listing Agreement, his tenure of office of
independent Director has not been specified, therefore he shall hold
office as Independent Director such till the conclusion of the ensuing
AGM. Therefore the board of Directors propose to appoint
Shri.S.Srinivasan as Independent Directors of the Company under the
CompaniesAct, 2013 to hold office for 5 (Five) consecutive years.
In terms of provision 149 of the CompaniesAct, 2013, the Board of
Directors recommending the members to appoint Smt.Puspa as Women Non
Executive Director of the Company
The Company has also received the requisite disclosures/declarations
from Shri.Narasimhan Raghu, Shri.K.Venkateswaran and Shri.S.Srinivasan
stating that they meet with the criteria of Independence as prescribed
under sub-section (6)ofSection 149 of the CompaniesAct,2013.
Profile of all these Directors under Clause 49 of the Listing Agreement
with the Stock Exchanges in respect of Directors seeking appointment at
the Annual General Meeting are provided in the Corporate Governance
Report and in the Explanatory Statement to the Notice.
Disclosures of Particulars of Constituting "Group pursuant to
Regulation 3 of the SEBI (Substantial Acquisition of Shares &
Takeovers) Regulations, 2011.
Pursuant to an information from the promoters, the name of the
promoters and entities comprising group as defined under Monopolies and
restrictive Trade Practice (MRTP) Act, 1969, are 42.26% of the total
paid up share for the purpose of SEBI(SubstantialAcquisition of Shares
&Takeovers) Regulations, 2011.
Transfer to Investor Education and Protection Fund(IEPF)
There is no dividend which remained unclaimed by the members of the
Company for a period exceeding 7years from its due date of payment and
there is no unpaid or unclaimed dividends falling due during the year
under review to be transferred to Investor Education and Protection
Fund under section 125 of the companies Acct,2013 read with the
provisions of erstwhile Section 205C of the CompaniesAct,1956.
Auditors
In terms of section 139 (2) of the companies Act, 2013 read with Rule 5
of the Companies (Audit and Auditors) Rules,2014 no listed company
shall appoint or re-appoint
(a) an individual as auditorfor more than one term of five consecutive
years; and
(b) an audit firm as auditorfor more than two terms of five consecutive
years:
Provided that
(i) an individual auditor who has completed his term under clause (a)
shall not be eligible for re-appointment as auditor in the same company
forfive years from the completion of his term;
(ii) an audit firm which has completed its term under clause (b), shall
not be eligible for re-appointment as auditor in the same company
forfive years from the completion of such term.
Section 139(1) of the Act also provides that every company, existing on
or before the commencement of this Act which is required to comply with
provisions of this sub-section, shall comply with the requirements of
this sub- section within three years from the date of commencement of
this Act:
M/s.R.Subramanian and Co, Chartered Accountants, (Registration No.FRN
004137S), has been appointed as a statutory auditor of the company
since incorporation and the are liable to retire at the ensuing annual
general meeting and being eligible for reappointment offer themselves
for reappointment. As on date said firm is holding office as statutory
Auditor for more than 10 years and in terms of section 139(1) of the
Act the said firm of auditor eligible for reappointment for another
terms of maximum period of three years from the conclusion of the
ensuing Annual General Meeting. As required under Section 139 / 141 of
the Companies Act, 2013, the Company has obtained a written consent
from M/s.R.Subramanian & Co., to such appointment and also a
certificate to the effect that their appointment, if made, would be in
accordance with Section 139(1) of the Companies Act, 2013 and the rules
made there under, as may be applicable.
Audit Committee after taking into consideration the qualifications and
experience of the firm which are in commensurate with the size and
requirements of the company recommended the name of M/s.R.Subramanian &
Co., Chartered Accountants as statutoryAuditorforanother terms of three
years to the Board for consideration.
The Board taking into consideration the recommendation of the Audit
committee recommend the members to appoint M/s.R.Subramanian & Co.,
Chartered Accountants, Chennai as Statutory Auditors of the Company for
a period of three years from the conclusion of the ensuing Annual
General Meeting till the conclusion of the 24th Annual General Meeting
of the Company, subject to ratification of the appointment by the
members at every AGM held after the ensuingAGM.
Auditors'' Report
The Auditors'' Report to the members on the Accounts of the Company for
the financial year ended March 31,2014 does not contain any
qualification.
CostAudit Report
As applicable under the erstwhile provisions of the Companies
(CostAudit Report) Rules 2011 the Company has obtained the costAudit
report from M/s.Sivasankaran & Co, CostAuditors.
As per the Ministry of Corporate Affairs in exercise of power comfort
under section 148 of the Companies Act, 2013 and in supersession of
Companies (Cost Accounting Records) Rules 2011, Companies (CostAudit
Report) Rules 2011 notified Companies Cost Records and Audit Rules 2014
in pursuant to Rule 4 of the said rules the CostAudit of Companies cost
records is not applicable for the current financial year, however the
Company is required to maintain cost records in the books ofAccounts in
pursuance to Rule 3 of said rule.
Key Managerial Personnel
In compliance with Section 203 of the CompaniesAct, 2013 and rules made
thereunder Mr.K.C.Radhakrishnan as Chief Financial Officer of the
Company and the Company is taking every possible steps to appoint a
Company Secretary. Credit Rating
During the year under review, Rating Agencies CRISIL reaffirmed/issued
BB Stable for the Bank loan facility related long term ratings to your
company.
Directors'' Responsibility Statement
In accordance with the provisions of Section 217(2AA) of the
CompaniesAct, 1956, your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there has been no material departure;
b) the selected accounting policies were applied consistently and the
Directors 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 31,2014 and of the profit of the Company for the
year ended on that date.
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act,1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and otherirregularities.
d) the annual accounts have been prepared on a going concern basis.
Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Company''s Auditors
confirming compliance forms part of this Report. The Managing Director
and Chief Financial Officer of the Company have issued necessary
certificate to the Board in terms of Clause 49(V) of Listing Agreement
for the financial year ended March 31,2014.
Additional Disclosures
Management Discussion and Analysis Report, Corporate Governance Report,
Segment report, and Related Party Disclosures provided elsewhere in the
Annual Report form a part of this Report as required under the Listing
Agreement entered into with the Stock Exchanges Compliance Certificate
The Compliance Certificate as issued by M/s. Rabi Narayan & Associates,
Practicing Company Secretaries, Chennai fortheyearended 31st March,
2014 is attached herewith and forming part of this report.
Whistle Blower Policy
In terms of section 177(9) of the companies Act,2013 read with Rule 7
of The companies(Meeting of Board and its Powers) Rules 2014 and Clause
49 of the Listing Agreement your company has established a vigil
mechanism for directors and employees to report genuine concerns of the
company with adequate safeguards against victimisation of persons who
use such mechanism. The details of establishment of such mechanism will
be disclosed on the company''s website www.kanchikarpooram.com.
Green Initiatives
Electronic copies of the Annual Report 2014 and Notice of the 21st AGM
are sent to all members whose email addresses are registered with the
company /Depository Participant(s).For members who have not registered
their email addresses, physical copies of theAnnual Report 2014 and the
Notice of the 21stAGM are sent in the permitted mode. Members requiring
physical copies can send a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to section 108 of the Companies Act 2013
and Rule 20 of the Companies (Management and Administration) Rules
2014.The instructions fore-Voting is provided in the Notice.
Acknowledgements
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders -Clients, Financial
Institutions, Banks, Central and State Governments, the Company''s
valued investors and all other business partners for their continued
co-operation and excellent support received during the year. Your
Directors recognize and appreciate the efforts and hard work of all the
employees of the Company and their continued contribution to its
growth.
For and on behalf of the Board of Directors
For KANCHI KARPOORAMLIMITED
Place : Chennai SURESH SHAH ARUN V SHAH
Date : 01.08.2014 Managing Director Whole Time Director
Mar 31, 2013
Dear Members,
The Directors have great pleasure in presenting the 20th Annual Report
on the business and operations of your Company together with Audited
Accounts of the Company for the year ended 31st March 2013 and the
Auditors'' report thereon.
Financial Results
Segment-wise reporting as per Accounting Standards AS-17 is not
applicable to your Company, since your Company is engaged in the
activity of single segment only.
For the For the
Year Ended Year Ended
31.03.2013 31.03.2012
(Rs.Lakhs) (Rs.Lakhs)
Sales & Other Income 5130.66 4891.93
Profit / Loss Before 474.63 216.22
Interest & Depreciation
Interest 156.41 144.26
Depreciation 117.87 113.27
Profit / (Loss) Before 200.35 (43.31)
Tax
Net Profit / (Net Loss) 129.52 (36.40)
After Tax
Operations
The year under review had yielded good results wiping out the earlier
year''s losses. This could be achieved because of the procurement and
sales policies adopted by your company.
Business Analysis and prospects as discussed by your Management
Your Company is adopting various cost controling measures, prevention
of exchange loss, attractive marketing methology which your directors
feel should yeild positive growth of your Company.
Dividend
The directors are pleased to recommend 15% (Fifteen percent) dividend
for the year under review.
Internal Controls and their Adequacy:
The Company is updating latest technology required for day to day
operations which your directors feel is sufficient for the Company''s
performance.
Conservation of Energy.
Particulars required under Sec. 217 (1) (e) of the Companies Act, 1956
read with the rules framed thereunder are given in Annexure I (Form A)
which forms part of Directors'' Report.
Technology
During the year under review, your Company has not imported any
technology.
Foreign Exchange Earnings & Outgo
Your Company has also earned foreign exchange of Rs. Rs.184.17 Lakhs,
through exports. The total Foreign Exchange utilized by the Company
during the year for the purchase of Raw Materials and others was
Rs.2280.83 Lakhs.
Fixed Deposits
Your Company has not accepted any deposits from the public or its
employees during the year under review.
Particulars of Employees
Industrial relations have remained cordial throughout the year. During
the year under review there were no employees covered under section
217(2A) of the Companies Act, 1956.
Directors
In compliance with the provisions of the Companies Act,
1956 in accordance with the Article 26 of the Company''s Articles of
Association, Mr. Deepesh Shah retires at this Annual General Meeting
and being eligible, offers himself for re-appointment.
Brief resume of the Director''s, seeking re-appointment, nature of their
expertise as stipulated under clause 49 of the listing agreement with
the Madras Stock Exchange Limited, is appended to the notice convening
the Annual General Meeting
Disclosures of Particulars of Constituting "Group pursuant to
Regulation 3 of the SEBI (Substantial Acquisition of Shares &
Takeovers) Regulations, 2011.
Pursuant to an information from the promoters, the name of the
promoters and entities comprising group as defined under Monopolies and
restrictive Trade Practice (MRTP) Act, 1969, are 31.60% of the total
paid up share for the purpose of SEBI(Substantial Acquisition of Shares
& Takeovers) Regulations, 2011.
Auditors
The retiring auditors, M/s.R.Subramanian & Company., Chartered
Accountants have expressed their willingness to continue in office, if
appointed. They have furnished to the Company a certificate of their
eligibility for appointment as auditors, pursuant to section 224 (1B)
of the Companies Act, 1956.
Auditors Report
The Auditors Report to the Members does not contain any qualification.
Directors'' Responsibility Statement
As required under Sec. 217(2AA) of the Companies Act, 1956, it is herby
stated that:
(i) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departure, expect with regard to Accounting
Standard AS-15 Employee Benefits.
(ii) The directors had selected such accounting policies and applied
them consistently and made judgements 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 / loss of the Company for the year under review.
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act so as to safeguard the assets of the Company and
to prevent and detect fraud and other irregularities;
(iv) The Directors had prepared the annual accounts on a going concern
basis.
Corporate Governance report and Management Discussion and Analysis
A report on Corporate Governance along with the certificate from the
auditors of the Company regarding compliance of conditions of corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchange forms part of this Director''s Report.
Compliance Certificate on Corporate Governance
The Compliance Certificate issued on 30.05.2013 Corporate Governance by
M/s. Rabi Narayan & Associates, Practicing Company Secretaries for the
Year Ended 31.03.2013 is attached herewith and forming part of this
report.
Dematerialization of Shares of the Company
Your Company has entered into an agreement with M/s. Cameo Corporate
Services Limited, Chennai for the provision of services of share
registry in respect of both physical and electronic share transfers.
Shareholders opting for dematerialisation of shares may contact the
above said Registrar whose address have been given elsewhere in this
report.
Acknowledgement
Your Directors take this opportunity to thank your Bankers, Bank of
India, Central and State Governments, other statutory bodies for their
unstinted and consistent support to your Company. Your Directors place
on record their appreciation of the dedicated service of the Employees
of the Company at all levels for the growth of the Company.
For and on behalf of the Board of Directors
By Order of the Board
For KANCHI KARPOORAM
LIMITED
Sd/-
SURESHSHAH
Managing Director
Sd/-
Place : Kanchipuram ARUN V SHAH
Date : 30.05.2013 (Director)