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Directors Report of KRBL Ltd.

Mar 31, 2014

The Members,

KRBL Limited

The Directors are delighted to present their Report on Company''s Business Operations along with the Audited Statement of Accounts for the Financial Year ended March 31, 2014.

1. RESULTS OF OUR OPERATIONS

Your Company''s Financial performance for the year under review has been encouraging. Key aspects of Consolidated Financial performance for KRBL Limited and its Subsidiary Companies and Standalone Financial Results for KRBL Limited for the current Financial year 2013-14 along with the previous Financial year 2012-13 are tabulated below:

(Rs. in Lacs, Except Per Share Data) PARTICULARS Consolidated Standalone Year Ended Year Ended Year Ended Year Ended March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013

Revenue from Operations 2,91,046.36 2,08,038.67 2,79,130.93 2,08,034.09

Other Income 1,454.30 1,073.01 6,189.71 2,971.80

Total Income 2,92,500.66 2,09,111.68 2,85,320.64 2,11,005.89

Operating Expenditure 2,46,991.88 1,78,699.97 2,38,796.31 1,78,536.32

Earnings before Interest, Tax, 45,508.78 30,411.71 46,524.33 32,469.57

Depreciation and Amortization (EBITDA)

Depreciation and Amortization Expenses 5,765.93 5,056.42 5,764.46 5,055.39

Finance Cost 7,602.05 7,751.67 7,600.01 7,751.04

Profit before Exceptional Items and Tax 32,140.80 17,603.62 33,159.86 19,663.14

Exceptional Items- Foreign Exchange (502.10) (816.25) (501.95) (816.35) Fluctuation (Gain)/Loss

Profit before Tax (PBT) 32,642.90 18,419.87 33,661.81 20,479.49

Ta x expense:

Current Year 7,096.17 5,450.00 7,095.00 5,450.00

Earlier Year 44.50 8.75 44.50 8.75

Deferred Tax (9.03) (25.18) (9.03) (25.18)

Profit After Tax (PAT) 25,511.26 12,986.31 26,531.34 15,045.92

Balance as per the last Financial Statements 59,417.24 50,436.22 57,139.69 46,099.06

Appropriations

i) Proposed Dividend-Final 2,811.79 1,905.29 2,811.79 1,905.29

ii) Tax on Dividend - - - -

iii) Transfer to General Reserve 4,000.00 2,100.00 4,000.00 2,100.00

Closing Balance of P&L A/c 78,116.70 59,417.24 76,859.22 57,139.69

EARNING PER EQUITY SHARE (Face

Value of Rs.1 each)

i) Basic 10.84 5.37 11.27 6.22

ii) Diluted 10.84 5.37 11.27 6.22

2. FINANCIAL REVIEW

Pushed by strong shift in consumer preference towards branded basmati rice in the domestic market and a healthy premium realisation, KRBL reported excellent numbers during the year 2013-14. Better realisation was the key factors that pushed the topline. Te Company performed extremely well and the highlights of the performance on consolidated basis are as under:

- Revenue from Operations increased by 39.90% to Rs.2,910 Crores (P.Y. Rs.2,080 Crores).

- Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to Rs.455 Crores (P.Y. Rs.304 Crores).

- Profit after Tax (PAT) increased to Rs.255 Crores (P.Y. Rs.130 Crores).

- PAT Margin increased to 8.72% (P.Y. 6.21%).

- Return on Capital Employed (ROCE) increased to 18.26% (P.Y. 16.48%).

- Net Worth of the Company increased to Rs.1,045 Crores (P.Y. Rs.830 Crores).

- Return on Net Worth (RONW) increased to 24.42% (P.Y. 15.64 %).

- Market Capitalization increased to Rs. 1,179 Crores (P.Y. Rs.526 Crores).

- Earning per Equity Share increased to Rs.10.84 (P.Y. Rs.5.37).

- 3 year Net Sales growth CAGR of 23% and EBITDA growth CAGR of 24%.

3. DIVIDEND

Based on the Company''s Performance, the Board of Directors are pleased to recommend for approval of the Members a Final dividend for the year ended on March 31, 2014 on Ordinary Equity Shares as under:-

(Amount in Rs.)

Particulars of Dividend March 31,2014 March 31,2013

Final Dividend on 23,53,89,892 28,24,67,870 19,05,29,030 Ordinary Equity shares of Rs.1 each @ Rs.1.20 per share (P.Y. Rs.0.80 per share)

Tus the total outgo on account of Final Dividend excluding Dividend tax will be Rs.28,24,67,870 (P.Y. Rs.19,05,29,030).

In view of the amended provision of section 115-O(1A)(i) of the Income Tax Act, 1961, no provision of Corporate Dividend Tax has been made in the books of accounts as the Company has set-of declared Foreign Dividend from its Subsidiary Company against declare Dividend.

The Final Dividend, if approved, will be paid within 30 days from the date of declaration:

(i) to those Members, holding shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on Tursday, August 28, 2014, after giving efect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before Tursday, August 28, 2014; and

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company as at close of business hour on Tursday, August 28, 2014.

4. TRANSFER TO RESERVES

In view of the robust financial strength of the Company, a sum of Rs.40 Crores has been transferred to General Reserve out of the amount available for appropriations and an amount of Rs.768.59 Crores is proposed to be carried over to the Balance Sheet.

5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A (5) and 205C of the Companies Act, 1956 and as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, the Company has transferred Rs.3,07,918 being the unclaimed dividend for the year 2005-06 in the "Investor Education and Protection Fund" established by the Central Government.

6. BUY- BACK OF EQUITY SHARES

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, the Company made a Public Announcement on February 14, 2013 to Buy-back the Equity Shares having Face Value of Rs. 1 each of the Company from open market through stock exchange route at a price not exceeding Rs.35 per share, aggregating to Rs.35 Crores.

During the Buy-back period i.e. March 4, 2013 to February 11, 2014, the Company has Bought back and Extinguished 77,22,048 Equity Shares at an average price of Rs.23.58 per share, utilising a sum of Rs.18.21 Crores (Rupees Eighteen Crores Twenty One Lacs) excluding Transaction Cost. Te amount paid towards Buy-back of Equity Shares, in excess of the face value, has been utilised out of Free Reserve.

7. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments afecting the Financial position of the Company have occurred between April 1, 2014 and the date on which this Report has been signed.

8. SEGMENT REPORTING

A separate reportable segment forms part of Notes to the Accounts.

9. CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

10. SUBSIDIARY COMPANY

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Annual Accounts, prepared in accordance with Accounting Standard AS-21. In view of the general exemption granted by the Ministry of Corporate Afairs, the report and accounts of Subsidiary Companies are not required to be attached to your Company''s Accounts. Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request. The report and accounts of the Subsidiary Companies will be kept for inspection at your Company''s Corporate Office. Further, the report and accounts of the Subsidiary Companies will also be available on Company''s website www. krblrice.com in a downloadable format.

KRBL DMCC, Dubai: a 100% subsidiary of KRBL Limited in Dubai having its registered Office at Unit No. AG-14-K, Floor No. 14, AG Tower (Silver), Plot No. 11, Jumeirah Lake Tower P.O. Box:1 116461, Dubai, United Arab Emirates. The Audited Annual Account for the period ended March 31, 2014 along with the Directors'' and Auditors'' Report are available with the Company and Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon the request. During the Year Trading License has been renewed by DMCC and a fresh License was issued. Mr. Anoop Kumar Gupta, Director of the Company has been named as Manager in the Trading License. In the Financial year under review the Net Profit of the company was Rs.40.56 Crores (PY. Rs.3.41 Crores).

K B Exports Private Limited: a 70% Subsidiary of KRBL Limited in Delhi having its registered Office at 5190, Lahori Gate, Delhi-110006. The audited annual account for the period ended March 31, 2014 along with the Directors'' and Auditors'' Report are available with the Company and Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request.

11. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investment in Associates, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

12. BOARD OF DIRECTORS Inductions:

Mr. Devendra Kumar Agarwal is appointed as an additional director

w.e.f. January 16, 2014. He is a Fellow Chartered Accountant (1977) and qualified Information System Auditor (2003-ICAI). Has vast experience of over 35 years in the area of financial management, management consultancy, business advisory, corporate taxation, auditing etc.

Re-appointments:

At KRBL Limited, the Managing Director were not liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Pursuant to the provisions of Section 152 of the Companies Act, 2013 at every Annual General Meeting, not less than two- thirds of the total number of directors of the company (excluding independent directors) would be the Rotational Directors. Aligning with the above mentioned provisions, Mr. Anoop Kumar Gupta, Joint Managing Director, Mr. Ashok Chand, Whole Time Director and Ms. Priyanka Mittal, Whole Time Director would be the rotational directors. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, one-third of such of the rotational directors are liable to retire by rotation, Terefore Ms. Priyanka Mittal, Whole Time Directors of the Company will retire in the ensuing Annual General Meeting of the Company and being eligible, seek re-appointment. As Mr. Anoop Kumar Gupta, Joint Managing Director of the company, would be appointed as a Director liable to retire by rotation, this shall not constitute a break in his Office as the Joint Managing Director of the Company.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) of the Companies Act, 2013 (efective April 1, 2014) provides that Independent Directors shall hold the Office for a term of upto five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the Shareholders of the Company.

At KRBL Limited, the Independent Directors were appointed as the directors liable to be retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defned in 152(6) and (7) of the Act shall not apply to such Independent Directors.

Therefore, it stands to reason that only Mr. Devendra Kumar Agarwal who is appointed as an Additional Director on January 16, 2014 under the category of Non-Executive Independent Directors and who will complete his present term at the ensuing AGM of the Company, being eligible and seeking re-appointment, be considered by the shareholders for re- appointment for a term of up to five consecutive years. All other Non-executive Independent Directors (except Mr. Devendra Kumar Agarwal), will continue to hold office and thereafter would be eligible for re-appointment for a fixed term of five years in accordance with the Companies Act, 2013.

Brief Resume/Details of the Directors who are proposed to be re- appointed have been furnished along with the Notice of the ensuing Annual General Meeting.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

Resignations:-

Mr. Gautam Khaitan has resigned from Directorship w.e.f. April 18, 2013. The Board would like to thank and record its appreciation for his contribution for the services rendered by him during his tenure as the Independent Non-executive director of the Company.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting standards have been followed and that there are no material departures;

2. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of afairs as at March 31, 2014 and of the Profit of the Company for the Financial year ended March 31, 2014;

3. that proper and sufcient 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 other irregularities; and

4. that the annual accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

14. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion & Analysis" pursuant to Clause 49 of the Listing Agreement is annexed and forms part of this Annual Report.

15. CORPORATE GOVERNANCE

At KRBL Ltd., it is our firm belief that the quintessence of Good Corporate Governance lies in the phrase Your Company''. It is Your Company'' because it belongs to you – the stakeholders. Te Chairman and Directors are Your'' fduciaries and trustees.

Their objective is to take the business forward in such a way that it maximizes Your'' long-term value.

Your Company is devoted to benchmarking itself with global standards for providing Good Corporate Governance. It has put in place an efective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with.

The Board has also evolved and implemented a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the website of the Company www.krblrice.com. A separate section titled ''Report on Corporate Governance'' has been included in this Annual Report along with the Secretarial Auditors Certifcate on its compliance.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)/ SUSTAINABLE DEVELOPMENT

In accordance with the provisions of Companies Act, 2013, all Companies having Net Worth of Rs.500 Crores or more, or Turnover of Rs.1,000 Crores or more or a Net Profit of Rs.5 Crores or more during any Financial Year will be required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more Directors, at least one of whom will be an Independent Director.

Aligning with the guidelines, we have constituted Corporate Social Responsibility Committee on May 8, 2014. Te composition of the Corporate Social Responsibility Committee is as under:

- Mr. Ashwani Dua - Chairman

- Mr. Anil Kumar Mittal - Member

- Mr. Anoop Kumar Gupta - Member

- Mr. Priyanka Mittal - Member

The committee is responsible for formulating and monitoring the CSR policy of the Company.

Trough sustainable initiatives, your Company manages the business of today with the future in mind. The Company''s Corporate Social Responsibility (CSR) activities refect its philosophy of helping to build a better, more sustainable society by taking into account the societal needs of the community. Across all sites, your Company is engaged in several initiatives such as Environment Protection, Protection of Rights of Workers, Right to Education and Healthy Life. Plantation initiatives are a regular featured at most of Company''s facilities and their neighborhood under Company''s Green Initiative for sustainable development programme.

17. AUDITORS

M/s. Vinod Kumar Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept Office, if re-appointed.

18. AUDITORS'' REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self explanatory and therefore, do not require further explanations.

19. COST AUDITORS

Pursuant to notifcation issued by Ministry of Corporate Affairs regarding the cost audit of power generation & compliance report on cost records, Your Company has appointed M/s. HMVN & Associates, Delhi, the Cost Accountants Firm, as Cost Auditors of the Company.

Your Directors re-appointed M/s. HMVN & Associates, Cost Accountant, as Cost Auditor of the Company for the Financial year 2014-15 and the partner of M/s. HMVN & Associates confirmed that they are not disqualified for such re-appointment within the meaning of Section 148 of the Companies Act, 2013.

20. RATINGS

The Company received various ratings, which are as follows:

- In May 2014, "CRISIL" has reviewed and reafirmed its "Independent Equity Research" and assigned 3/5 on both fundamental grade and valuation grade. CRISIL assigns fundamental grade of 3/5 i.e. "Good" to the Company against other listed peers on account of its established brand presence, anticipated strong revenue growth, expected ROE expansion and strong position in the market. The valuation grade of 3/5 indicates that the stock has "Good fundamentals" which is in align and on the basis of current market price of Rs.61 per share.

- In February 2014, "ICRA" has reviewed and reafirmed [ICRA] A (Positive) (pronounced as ICRA A plus Positive) rating for Short-term & Long-term bank facilities.

- In April 2014, "ICRA" has also reviewed and reafirmed [ICRA] A1 (pronounced as ICRA A one plus) rating for Commercial Paper (CP) / Short-term Debt (STD) programme for Rs.150 Crores

21. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and read with the Companies (Acceptance of Deposit) Rules, 1975.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure A and forms an integral part of this Report.

23. PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217(2A) are not required to be given.

24. DEPOSITORY SYSTEMS

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2014, almost 99.82% of the Company''s Paid-up Capital representing 23,49,70,846 Equity Shares is in dematerialized form with both the depositories.

Your Company has established connectivity with both depositories – National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages ofered by the depository system, Member holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

25. LISTING

The Equity Shares of the Company are Listed on the following Stock Exchanges:-

I. National Stock Exchange of India Limited (NSE)

"Exchange Plaza" C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai – 400051

II. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai – 400001

The Company has paid the Annual Listing Fee for the Financial year 2014-15 to the stock exchanges.

The Company has paid Annual Custodial Fees for the Financial year 2014-15 to National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the basis of numbers of beneficial accounts maintained by them as on March 31, 2014.

26. APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, Financial institutions, and government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

for & on behalf of the Board

Sd/- Anil Kumar Mittal Chairman & Managing Director DIN-00030100

Sd/- Anoop Kumar Gupta

Place : Gautambudh Nagar, U.P. Joint Managing Director Date : August 05, 2014 DIN- 00030160


Mar 31, 2013

To The Members of KRBL Limited

The Directors are pleased to present their Report on Company''s Business Operations along with the Audited Statement of Accounts for the Financial Year ended March 31, 2013.

1. RESULTS OF OUR OPERATIONS

Your Company''s Financial performance for the year under review has been encouraging. Key aspects of Consolidated Financial performance for KRBL Limited and its Subsidiary Companies and standalone Financial results for KRBL Limited for the current Financial year 2012-13 along with the previous Financial year 2011-12 are tabulated below:

(Rs. in Lacs)

Consolidated Standalone Year Ended Year Ended Particulars Audited Audited March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012

Total Revenue 2,09,111.68 1,63,964.27 2,11,005.89 1,63,621.15

Operating Expenditure 1,78,699.97 1,40,233.33 1,78,536.32 1,40,080.36

Earnings before Interest, Tax, Depreciation and 30,411.71 23,730.94 32,469.57 23,540.79 Amortization (EBITDA)

Depreciation and Amortization Expenses 5,056.42 4,451.81 5,055.39 4,450.67

Finance Cost 7,711.50 7,189.14 7,710.87 7,188.92

Profit before Tax and Exceptional Items 17,643.79 12,089.99 19,703.31 11,901.20

Exceptional Items-Foreign Exchange Fluctuation Gain/ 776.08 (2,564.28) 776.17 (2,564.28) (Loss)

Profit before Tax (PBT) 18,419.87 9,525.71 20,479.48 9,336.92

Tax expense:

- Current Year 5,450.00 1,878.12 5,450.00 1,878.12

- Earlier Year 8.75 35.18 8.75 35.18

- Deferred Tax (25.19) 309.05 (25.19) 309.05

Profit After Tax (PAT) 12,986.31 7,303.35 15,045.92 7,114.57

Balance as per the last Financial Statements 50,436.31 44,980.62 46,099.05 40,832.14

Appropriations

i) Proposed Dividend-Final 1,905.29 729.34 1,905.29 729.34

ii) Tax on Dividend - 118.32 - 118.32

iii) Transfer to General Reserve 2,100.00 1,000.00 2,100.00 1,000.00

Closing Balance of P&L A/c 59,417.33 50,436.31 57,139.68 46,099.05

2. FINANCIAL REVIEW

The Global Economy in the Financial Year (FY) 2012-13 improved slowly, but was short on expectations. The 11th Five Year Plan (2007- 2012) witnessed an average annual growth of 3.6% in Gross Domestic Product (GDP) from agriculture and allied sector. The growth target for agriculture in the 12th Five Year Plan stands at 4%. Backed by policy impetus by the Government of India, the country ranks 10th in global agricultural and food exports, as per Economic Survey 2012-13.

FY 2012-13 proved to be a challenging year amidst global economic uncertainties and disturbances in many parts of the world. Despite these constraints and challenging environment, the Company performed remarkably well and the highlights of the performance are as under:

- Revenue from Operations increased by 27.55% to Rs.2,080.39 Crores (P.Y. Rs.1,631.00 Crores)

- Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to Rs.304.12 Crores (P.Y. Rs.237.31 Crores)

- Profit after Tax (PAT) increased to Rs.129.86 Crores (P.Y. Rs.73.03 Crores)

- PAT Margin increased to 6.21% (P.Y. 4.45%)

- Return on Capital Employed (ROCE) increased to 29.28% (P.Y. 24.66%)

- Net Worth of the Company increased to Rs.830.35 Crores (P.Y. Rs.718.04 Crores)

- Return on Net Worth (RONW) increased to 15.64% (P.Y. 10.17%)

- Market Capitalization increased to Rs.526.13 Crores (P.Y. Rs.425.44 Crores)

- Debt Equity(D/E) Ratio improved to 1.04 (P.Y. 1.23)

3. DIVIDEND

Based on the Company''s performance, the Board of Directors are pleased to recommend for approval of the Members a Final Dividend for the year ended on March 31, 2013 on Ordinary Equity Shares as under: March 31, 2013 March 31, 2012 (Amount in Rs.) (Amount in Rs.)

Final Dividend on 19,05,29,030 7,29,33,582 23,81,61,288 Ordinary Equity Shares ofRs.1/- each @ Rs.0.80 per shares (Previous year Rs.0.30 per Share)

Thus the total outgo on account of Final Dividend excluding Dividend tax will be Rs.19,05,29,030/- (P.Y. Rs.7,29,33,582), which represents 12.66% of the ProfitAfter Tax (P.Y. 10.25%).

In view of the amended provision of Section 115-O(1A)(i) of the Income Tax Act, 1961, no provision of Corporate Dividend Tax has been made in the books of accounts as the Company has set-off declared Foreign Dividend from its Subsidiary Company against declared Dividend.

The Final Dividend, if approved, will be paid within 30 days from the date of declaration:

(i) to those Members, holding Shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on September 9, 2013, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before September 9, 2013; and

(ii) to those beneficial owners, holding Shares in electronic form, whose names appear in the Statement of beneficial owners furnished by the Depositories to the Company as at close of business hours on September 9, 2013.

4. TRANSFER TO RESERVES

In view of the robust Financial strength of the Company, a sum of Rs.21 Crores has been transferred to General Reserve out of the amount available for appropriations and an amount of Rs.571.40 Crores is proposed to be carried over to the Balance Sheet.

5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A (5) read with 205C of the Companies Act, 1956 and as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, the Company has transferred Rs.1,28,890/- being the unclaimed Dividend for the year 2004-05 in the "Investor Education and Protection Fund" established by the Central Government.

6. BUY-BACK OF EQUITY SHARES

The Board of Directors of the Company at its meeting held on February 12, 2013 approved the Buy-back of upto One Crores fully paid-up Equity Shares of Rs.1 each (hereinafter referred to as "Buy-back"), at a price not exceeding Rs.35 per Equity Share, payable in cash, upto an aggregate amount not exceeding Rs.35 Crores, representing approximately 5.23% of the Company''s total paid- up Equity Capital and Free Reserves as on March 31, 2012. The Buy-back is being made out of the free reserves and/or the securities premium account of the Company, from the open market through Stock Exchange(s) in India, as per the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. The Buy-back offer is open up to February 11, 2014 or such earlier date as may be determined by the Company after necessary compliances.

Pursuant to the aforesaid Buy-back offer, the Company has bought Back 12,00,652 Equity Shares as at March 31, 2013 at an average price of Rs.24.38 per Share, utilizing a sum of Rs.293.32 Lacs. In terms of the provisions of Section 77A of the Companies Act, 1956 read with SEBI (Buy Back of Securities) Regulations 1998, as at March 31, 2013 the Company has extinguished 11,65,652 Equity Shares and the remaining 35000 Shares has been extinguished on April 1, 2013. Consequently, the Paid-up Equity Share Capital of the Company has been reduced to Rs.24,23,74,906 as on March 31, 2013.

7. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the Financial position of the Company have occurred between April 1, 2013 and the date on which this Report has been signed.

8. SEGMENT REPORTING

A separate reportable segment forms part of Notes to the Accounts.

9. CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered into by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

10. SUBSIDIARY COMPANY

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Annual Accounts, prepared in accordance with Accounting Standard AS-21. In view of the general exemption granted by the Ministry of Corporate Affairs, the report and accounts of Subsidiary Companies are not required to be attached to your Company''s Accounts. Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request. The report and accounts of the Subsidiary Companies will be kept for inspection at your Company''s Corporate Office. Further, the report and accounts of the Subsidiary Companies will also be available on Company''s website www.krblrice.com in a downloadable format.

KRBL DMCC, Dubai:- a 100% subsidiary of KRBL Limited in Dubai having its registered office at Unit No. AG-14-K. Floor No. 14, AG Tower (Silver), Plot No. 11, Jumeirah Lake Tower P.O. Box:1 116461, Dubai, United Arab Emirates. The Audited Annual Account for the period ended March 31, 2013 along with the Directors'' and Auditors'' Report are available with the Company and Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request. During the year Trading License has been renewed by DMCC and a fresh License was issued. Mr. Anoop Kumar Gupta, Director of the Company has been named as Manager in the Trading License. In the Financial year under review the Net Profit of the Company was Rs.3.41 Crores (PY. Rs.5.52 Crores)

K. B. Exports Private Limited:- a 70% Subsidiary of KRBL Limited in Delhi having its registered office at 5190, Lahori Gate, Delhi-110006. The audited annual account for the period ended March 31, 2013 along with the Directors'' and Auditors'' Report are available with the Company and Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request.

11. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investment in Associates, Your Directors provide the audited Consolidated Financial Statements in the Annual Report.

12. DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act, 1956, read with Article 89 of the Articles of Association of the Company, Mr. Shyam Arora & Dr. Narpinder Kumar Gupta, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers themselves for re-appointment.

Brief resume/details of the Directors who are proposed to be re-appointed have been furnished along with the Notice of the ensuing Annual General Meeting.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following Statement in terms of Section 217(2AA) of the Companies Act, 1956, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable Accounting Standards have been followed and that there are no material departures;

2. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2013 and of the profit of the Company for the Financial year ended March 31, 2013;

3. that 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 other irregularities; and

4. that the annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

14. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion & Analysis" pursuant to Clause 49 of the Listing Agreement is annexed and forms part of this Annual Report.

15. CORPORATE GOVERNANCE

At KRBL Ltd., it is our firm belief that the quintessence of Good Corporate Governance lies in the phrase ''Your Company''. It is ''Your'' Company because it belongs to you — the stakeholders. The Chairman and Directors are ''Your'' fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes ''Your'' long-term value.

Your Company is devoted to benchmarking itself with global standards for providing Good Corporate Governance. It has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with.

The Board has also evolved and implemented a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the website of the Company www.krblrice.com. A separate section titled Report on Corporate Governance has been included in this Annual Report along with the Secretarial Auditors Certificate on its compliance.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)/ SUSTAINABLE DEVELOPMENT

Through sustainable initiatives, your Company manages the business of today with the future in mind. The Company''s Corporate Social Responsibility (CSR) activities, reflect its philosophy of helping to build a better, more sustainable society by taking into account the societal needs of the community. Across all sites, your Company is engaged in several initiatives such as Environment Protection, Protection of Rights of Workers, Right to Education and Healthy Life. Plantation initiatives are a regular featured at most of Company''s facilities and their neighbourhood under Company''s Green Initiative for sustainable development programme.

17. AUDITORS

M/s.Vinod Kumar Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. Your Directors recommends their re-appointment as the Statutory Auditors of the Company.

18. AUDITORS'' REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self explanatory and therefore, do not require further explanations.

19. COST AUDITORS

Pursuant to notification issued by Ministry of Corporate Affairs regarding the cost audit of power generation & compliance report on cost records, Your Company has appointed M/s. HMVN & Associates, Delhi, the Cost Accountants Firm, as Cost Auditors of the Company.

Your Directors re-appointed M/s. HMVN & Associates, Cost Accountant, as Cost Auditor of the Company for the Financial year 2013-14 and the partner of M/s. HMVN & Associates confirmed that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

20. RATINGS

The Company received various ratings, which are as follows:

- As per the last CRISIL Report, "CRISIL" has reviewed and reaffirmed its "Independent Equity Research" and assigned 3/5 on fundamentals and 5/5 on valuations. CRISIL assigns fundamental grade of 3/5 i.e. "Good" to the Company against other listed peers on account of its established brand presence, anticipated strong revenue growth, expected ROE expansion and strong position in the market. The valuation grade of 5/5 indicates that the stock has "Strong Upside" to the Current market price.

- In January 2013, "ICRA" has reviewed and reaffirmed [ICRA] A (pronounced as ICRA A plus) rating for Short term & Long term bank facilities.

- In March 2013, "ICRA" has also reviewed and reaffirmed [ICRA] A1 (pronounced as ICRA A one plus) rating for Commercial Paper (CP) / Short Term Debt (STD) programme for Rs.150 Crores (enhanced from Rs.100 Crores).

21. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure ''A'' and forms an integral part to this Report.

23. PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time. Hence the details under Section 217 (2A) are not required to be given.

24. DEPOSITORY SYSTEM

As the Members are aware, that the Company''s Shares are compulsorily tradable in electronic form. As on March 31, 2013, almost 99.82% of the Company''s Paid-up Capital representing 24,15,02,242 Equity Shares are in dematerialized form with both the depositories as compared to 99.81% of the Company''s Paid-up Capital representing 24,26,55,890 Equity Shares for the previous year ending March 31, 2012.

Your Company has established connectivity with both the depositories — National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, Members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

25. LISTING

The Equity Shares of the Company are Listed on the following Stock Exchanges:-

I. National Stock Exchange of India Limited (NSE)

"Exchange Plaza" C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai — 400051

II. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street,

Mumbai — 400001

The Company has paid the Annual Listing Fee for the Financial year 2013-14 to the stock exchanges.

The Company has paid Annual custodial fees for the Financial year 2013-14 to National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the basis of number of beneficial accounts maintained by them as on March 31, 2013.

26. APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, Financial institutions, and government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued Shareholders.

For & on behalf of the Board

Sd/-

Place : Gautambudh Nagar, U.P. Anil Kumar Mittal

Date : August 13, 2013 Chairman & Managing Director

DIN-00030100

 
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