Directors Report of Kovilpatti Lakshmi Roller Flour Mills Ltd.

Mar 31, 2025

The Directors present their Sixty Third Annual Report together with the audited statements of accounts for the year ended 31^st March 2025

		('' in Lakhs)
FINANCIAL HIGHLIGHTS	31.03.2025	31.03.2024
Total Income	42,879.75	41,365.90
Profit before finance cost and depreciation	1,688.34	2,653.19
Less: Finance cost	854.26	959.46
Profit before depreciation and amortization	834.08	1,693.73
Less: Depreciation	679.73	642.96
Profit/ (Loss) before tax	154.35	1,050.77
Add/Less: Income tax expense - Current tax	49.01	228.87
- Deferred tax charge / (credit)	(9.83)	41.46
Profit / (Loss) for the year from operations	115.17	780.44
Other comprehensive Income net of tax	13.80	0.84
Total comprehensive income for the year	128.97	781.28

REVIEW OF BUSINESS OPERATIONS

During the year ended 31^st March 2025, the Company has recorded a total income of '' 42,879.75 lakhs as against '' 41,365.90 lakhs achieved during the previous year. The profit after tax amounted to '' 115.17 lakhs as against profit of '' 780.44 lakhs in the previous year. The Profit before interest, Depreciation, Taxes and Amortization (EBIDTA) amounted to '' 1,688.34 lakhs as against '' 2,653.19 lakhs in the previous year.

There was no change in the nature of business of the Company during the financial year ended 31^st March 2025.

The performance of each business segment of the Company has been comprehensively discussed in the management Discussion and Analysis Report (forming part of this Directors'' Report).

FINANCE

Your Company has continued to avail need based working capital and other credit facilities from HDFC Bank Ltd.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The report on Corporate Governance and Management Discussion & Analysis Report, which forms an integral part of this Report, is annexed to this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in terms of SEBI (Listing

f Obligations and Disclosure Requirements) Regulations, 2015. The Certificate obtained from \ the Practicing Company Secretary relating to the above is annexed and forms a part of this report.

SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st March 2025 stands at '' 1,750 Lakhs divided into 1,45,00,000 (One Crore and Forty-Five lakhs) Equity shares of '' 10/- (Rupees Ten only) each and 30,00,000 (Thirty Lakhs) Preference shares of '' 10/- (Rupees Ten only) each.

The Paid-up Equity Share Capital of the Company stands at '' 904.15 Lakhs divided into 90,41,476 (Ninety Lakhs Forty-One Thousand Four Hundred and Seventy Six) equity shares of '' 10/- (Rupees Ten only) each.

During the year under review, the Company has not made any fresh of shares or any other securities.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to its General Reserves. However, the current year''s net profit of '' 115.17 Lakhs has been carried forwarded under the head Surplus in Profit and Loss Account.

DIVIDEND

Your directors recommend a dividend of '' 0.50/- per equity share of '' 10/- each for the financial year ended 31^st March, 2025, which if approved at the ensuing 63^rd Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on Wednesday, 3^rd September 2025 (Record Date) in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose as on Wednesday, 3^rd September 2025 (Record Date), subject to deduction of Tax at Source.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had transferred an amount of '' 0.75 Lakhs, being the dividend declared at the 62^nd Annual General Meeting held on 9^th September, 2024 in relation to the financial year 2023-24, pertaining to the shares already transferred to the designated account of the Investor Education and Protection Fund Authority (IEPFA) pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 within the stipulated time and complied with the provisions of the Act.

f the IEPF Authority. Accordingly, the Company has transferred an amount of '' 1.38 Lakhs, being \ the amount of dividend relating to the financial year 2016-17 which remained unclaimed for a period of 7 years and 32,781 equity shares to the Investor Education and Protection Fund. The details of unclaimed dividend and shares transferred to the IEPF are also made available on the website of the Company (www.klrf.in).

COPY OF ANNUAL RETURN

As per the requirements of Section 92(3) and rule 12(1) of the Companies (Management and Administration) Rules, 2014 the copy of the annual return in the prescribed Form MGT-7 for FY 2024-25 is placed on the website of the Company www.klrf.in.

BOARD AND COMMITTEE MEETINGS

The Board of Directors has met 5 (five) times during the year under review. Details of the composition of the Board of Directors and its Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and of the Board and Committee Meetings held during the year under review and the attendance of the Directors at such Board/ Committee Meetings are provided in the Corporate Governance Report under relevant heads which forms part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that;

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) The Directors have 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 of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

f d) The Directors have prepared the annual accounts for the financial year ended 31^st March \ 2025 on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, there were no instances of frauds identified or reported by the Auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent directors have given declarations to the effect that they meet the criteria of independence as laid down under section 149(7) of the Companies Act, 2013 read with applicable Schedule and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 201 5 (as amended) and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended). Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO THE INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year under review, Sri. Harsha Varadaraj (DIN: 06856957) and Sri. Vijayraghunath (DIN 00002963) were appointed as Independent Directors of the Company for a first term of five consecutive years with effect from September 20, 2024. The Board of Directors has evaluated the Independent Directors during the year 2024-25 based on the criteria and framework adopted by the Board and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

f and SEBI Listing Regulations. The salient features of the said policy have been outlined in the \ Corporate Governance Report annexed to this Report, which forms part of this report. The Remuneration Policy is placed on the Company''s website at www.klrf.in and the salient features of which is furnished as âAnnexure - Câ and forms part of this report.

STATUTORY AUDITORS AND BRANCH AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 read with its relevant Rules made thereunder M/s. Marimuthu and Associates (Firm Registration Number 014572S), Chartered Accountants, Tirunelveli, was appointed as the Statutory Auditor of the company at the 60^thAnnual General Meeting held on 14^th September, 2022 to hold such office till the conclusion of 65^th Annual General Meeting ought to be held in the year 2027. Accordingly, no resolution for appointment of statutory auditor is included in the Notice convening the 63^rd Annual General Meeting.

The Company has also obtained necessary consent under Section 1 39 and eligibility certificate under Section 141 from M/s. Marimuthu and Associates (Firm Registration Number 014572S), Chartered Accountants, Tirunelveli to the effect that their appointment would be in conformity with the provisions of the Companies Act, 2013. Further, the Statutory Auditor has confirmed that he is holding a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India.

Further, in accordance with the provisions of Section 139 of the Companies Act, 2013 read with its relevant rules made thereunder, M/s VKS Aiyer & Co., (Firm Registration No.000066S), Chartered Accountants, Coimbatore, were re-appointed as the Branch Auditors of the Engineering Division of the Company to hold such office for a period of five consecutive years from the conclusion of the 61^st Annual General Meeting till the conclusion of the 66^th Annual General Meeting ought to be held during the year 2028. The Company has also obtained necessary consent under Section 139 and eligibility certificate under Section 141 from M/s VKS Aiyer & Co., (Firm Registration No.000066S), Chartered Accountants, Coimbatore, to the effect that their appointment would be in conformity with the provisions of the Companies Act, 2013. Further, the Branch Auditor has confirmed that they are holding a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India.

COST AUDITOR AND MAINTENANCE OF COST RECORDS

The Company has made and maintained cost records pertaining to its Engineering products as prescribed by the Central Government under Section 148 of the Companies Act, 2013. Pursuant to the said provision, the Company is required to appoint a Cost Auditor to audit the cost records pertaining to the Engineering products. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on 29^thMay, 2025, has approved the re-appointment of M/s. P Mohankumar & Co., Cost Accountants (Firm Registration Number: 100490), Coimbatore as Cost Auditor to audit the cost records pertaining to the Engineering products of the Company for the financial year 2025-26 and

f the remuneration payable to the Cost Auditor for the said period, subject to ratification by the \ members by means of passing an Ordinary Resolution.

As required under the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, necessary ordinary resolution seeking members consent to ratify the remuneration payable to M/s P Mohankumar & Co. (Firm Registration Number: 100490), Cost Accountants is included in the Notice convening the 63^rdAnnual General Meeting of the Company.

Further, the Cost Audit Report for the financial year ended 31^st March 2025 will be submitted with the Central Government in the prescribed form and manner within the time stipulated under the Act.

SECRETARIAL AUDITORS

The Secretarial Audit Report issued by M/s. MDS & Associates LLP! (ICSI Firm Unique Code: L2023TN013500 / Peer Review No.6468/2025), Company Secretaries, Coimbatore for the FY 2024-25 is annexed as âAnnexure Aâ to this Report.

Further, pursuant to the provisions of Regulation 24A and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the circulars/ notifications issued by SEBI, from time to time and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at their meeting held on May 29, 2025, has recommended the appointment of M/s. MDS & Associates LLP (ICSI Firm Unique Code: L2023TN013500 / Peer Review No.6468/2025) as Secretarial Auditors for a period of 5 (Five) consecutive financial years commencing from FY 2025-26 to FY 2029-30 to the members of the Company for their approval by means of passing an ordinary resolution. Further, the Secretarial Auditors have given their consent and confirmed their eligibility for appointment as Secretarial Auditors of the Company. Further, the Secretarial Auditors have also confirmed that they hold a valid Peer Review Certificate issued by the Institute of Company Secretaries of India.

Necessary resolution for appointment of Secretarial Auditors is included in the Notice convening this 63^rd AGM. Your Directors recommend their appointment.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his report. With respect to the observations of the Secretarial Auditors in their report for the year ended 31^st March, 2025, which are self-explanatory, your Directors wish to state that the delay in reporting was inadvertently caused due to administrative and other reasons as disclosed to the stock exchange while reporting such events in accordance with Regulation 30. However, the company has taken necessary steps and will ensure that there are no such instances going forward.

fPARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THe\ COMPANIES ACT, 2013

There were no loans / guarantees / securities provided or investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

In respect of the investments made in earlier years, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 and the details of the investments are given in the relevant notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company during the financial year ended 31^st March 2025 with its related parties, as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any transaction with related parties which could be considered material under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of material related party transactions as required under Section 134(3) of the Companies Act in Form AOC-2 does not arise. Attention of members is drawn to the disclosures of transactions with related parties set out in Notes on Accounts forming part of the financial statements.

Further, the Company has formulated a policy on related party transactions to determine the materiality of related party transactions and to lay down the procedure in dealing with and to regulate the related party transactions. The policy on related party transactions, as recommended by the Audit Committee and approved by the Board, is available on the company''s website www.klrf.in.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF the company which have OCCURED BETWEEN the END OF THE FINANCIAL YEAR OF the COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, having occurred since the end of the year and till the date of Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has a structured risk management policy. The risk management process is designed to safeguard the organisation from various risks through adequate and timely actions.

It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventories and integrated with the management process such that they receive the necessary consideration during decision making. Further, the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to constitution of the Risk Management Committee are not applicable to the Company.

fDETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE^ SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the amended provisions of Section 135 of the Companies Act, 2013 read with the Companies (Amendment) Act, 2020 (effective from 22^nd January, 2021) the Corporate Social Responsibility Committee ("CSR Committee") was dissolved with effect from 12^th November, 2021 and all the roles, responsibilities and functions of the Corporate Social Responsibility Committee, as provided under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time) are being discharged by the Board of Directors of the Company in terms of the said provisions of the Act and its Rules with effect from the said date.

The requisite information has also been provided in the Corporate Governance Report forming part of this Directors'' Report. Further, based on the approval of the Board of Directors, the Company has also adopted a Corporate Social Responsibility Policy which is available on the website of the Company viz https://www.klrf.in/uploads/Policies/KLRF_Amended%20CSR%20 Policv-111122.pdf.

As part of its initiatives under its Corporate Social Responsibility Policy ("CSR Policy"), the company has undertaken various projects towards CSR initiatives and the said projects are by and large in accordance with Schedule VII of the Companies Act, 2013 and the CSR Policy of the Company. The Annual Report on CSR Activities as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as âAnnexure-Dâ and forms part of this Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board has made a formal annual evaluation of its own performance and its Committees and of every Individual Directors including the Independent Directors of the Company based on a structured questionnaire, formulated in accordance with the performance evaluation criteria approved by the Nomination and Remuneration Committee.

The Board''s own performance was evaluated based on the criteria like structure, governance, dynamics and functioning and review of operations, financials, internal controls etc.

The performance of the Individual Directors including Independent Directors were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board. Further, the Independent Directors, at their separate meeting held during the year 2024-25, has evaluated the performance of the Board as a whole, its Chairman and Non-Executive Non-Independent Directors and other items as stipulated under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f were satisfied with the evaluation process which ensured that the performance of the Board, its \ Committees, Individual Directors including Independent Directors adheres to their applicable criteria.

The criteria for evaluation of the performance of the Non-Executive Directors and Independent Directors have also been explained in the Corporate Governance Report annexed to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Sri. R. Kannan (DIN: 00951451), Non-Executive Non-Independent Director, retires by rotation at the ensuing 63^rd Annual General Meeting and being eligible, he has offered himself for re-appointment. Your directors recommend his re-appointment.

During the year under review, Sri. Karuppuswamy Gnanasekaran (DIN: 00133645) and Sri. Sudarsan Varadaraj (DIN: 00133533), has retired as Non-Executive Independent Directors of the Company consequent upon the completion of their second tenure of five consecutive years with effect from the close of the business hours on 17^th September, 2024. The Board acknowledges and appreciates their invaluable contributions and services rendered during their tenure as Independent Directors of the Company.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 read with the relevant rules made thereunder and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had appointed Sri. Harsha Varadaraj (DIN: 06856957) and Sri. Vijayraghunath (DIN: 00002963), as Additional Directors of the Company, with an intention to appoint them as Non-executive Independent Directors for the first term of 5 consecutive years with effect from 20^th September, 2024, subject to the approval of the members of the Company. Subsequently, the appointment of Sri. Harsha Varadaraj (DIN: 06856957) and Sri. Vijayraghunath (DIN: 00002963) as Non-executive Independent Directors for the first term of 5 consecutive years with effect from 20^th September, 2024 has been approved by the members of the Company by means of passing necessary special resolution(s) through postal ballot on 25^th October, 2024 and the Company has complied with the provisions of the Act.

Sri. Suresh Jagannathan (DIN: 00011326), has resigned as Executive Chairman and Director of the Company with effect from 5^th November, 2024 due to his personal and other commitments. Your Directors wish to place their appreciation for the guidance, invaluable contributions and services rendered by him during his tenure.

Other than the above, there was no change in the composition of the Board of Directors of the Company during the year under review.

The following are the Key Managerial Personnel of the Company as on 31^st March, 2025;

Sri. Sharath Jagannathan - Managing Director Sri. R. Nagarajan - Chief Financial Officer

V Sri. S. Piramuthu - Company Secretary J

f Pursuant to the applicable provisions of the Companies Act, 2013 and its relevant rules made \ thereunder and the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at their meeting held on May 29, 2025, has elected Sri. Sharath Jagannathan (DIN: 07298941) as Chairman of the Company and designated him as Chairman and Managing Director of the Company for the remaining period of his current tenure with effect from 29^th May, 2025 and complied with the provisions of the Act.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 read with the relevant rules made thereunder, if any and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at their meeting held on 29^th May, 2025, has appointed Sri. Rajkumar Agarwal (DIN: 09399020), as an Additional Director of the Company with effect from 1^st July, 2025 and he holds office upto this ensuing 63^rd Annual General Meeting. Necessary resolution for his appointment as Director of the Company is included in the notice of this 63^rd Annual General Meeting. Your Directors recommends his appointment.

Further, pursuant to the provisions of Section 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee, the Board of Directors, at their meeting held on 29^th May, 2025, has appointed Sri. Rajkumar Agarwal (DIN: 09399020) as Whole time Director (designated as "Executive Director") of the Company for a period of 3 (three) years commencing from 1^st July, 2025, liable to retire by rotation, subject to the approval of the members of the Company. Necessary ordinary resolution for his appointment as Whole time Director (designated as "Executive Director") of the Company for a period of 3 (three) years commencing from 1^st July, 2025 is included in the notice of this 63^rdAnnual General Meeting. Your Directors recommends his appointment.

AUDIT COMMITTEE

Pursuant to Section 1 77 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted an Audit Committee comprising of four members namely Sri. Ashwin Chandran, Mrs. Kalyani Jagannathan, Sri. Harsha Varadaraj, Sri. Vijayraghunath, all of them being Independent Directors. Sri. Ashwin Chandran, an Independent Director, is appointed as the Chairman of the Audit Committee.

The Board has accepted all the recommendations of the Audit Committee, whenever made by the said Committee, during the year under review.

The details of composition of the Audit Committee including the terms of reference, the number of meetings held during the year under review and the attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of this V Directors'' Report. j

fCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANd\ OUTGOA. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy.

Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved

(ii) The steps taken by the Company for utilizing alternate source of energy.

The Company has installed 7.00 MW capacity wind energy for captive consumption and 6.9 MW (DC Capacity)/ 5 MW (AC Capacity) Solar energy plant for captive consumption.

(iii) The capital investment on energy conservation equipment.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION

i) Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required.

ii) EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No specific expenditure of recurring or capital nature is involved in research and development directly.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, your Company has not earned any foreign exchange and has incurred foreign exchange outflow of '' 33.37 Lakhs.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The company does not have any subsidiaries, associate companies, or joint ventures.

FIXED DEPOSITS

Your company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, there are no unclaimed or unpaid deposits as on 31^st March 2025.

Further, the details of the unsecured loans accepted by the Company from its Directors have been disclosed under the relevant notes to the financial statements.

f DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND \ REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc., as stipulated under section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-B to this Report.

In terms of provisions of section 197(12) and rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the top ten employees in terms of remuneration drawn forms part of this report. Pursuant to the second proviso to section 136(1) of the Act, the Annual Report excluding the said information is being sent to the members of the company. Any member interested in obtaining such information may send an email to [email protected]

Further, employees who are in receipt of remuneration in the aggregate at the rate of not less than '' 1,02,00,000/- if employed throughout the year or '' 8,50,000/-per month if employed for part of the year is enclosed in âAnnexure-Bâ. There were no employees who are in receipt of remuneration in excess of the limits under Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013 and SEBI Listing Regulations, to provide a formal mechanism to the employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The Whistle Blower Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. During the year under review, no concerns were received by the Company. The details of the said policy have been given in the Corporate Governance Report forming part of this Directors'' Report and also, it has been placed on the Company''s website viz., www.klrf.in.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed by the Audit Committee. Further, the Audit Committee annually reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate and effective with respect to the operations of the Company. A report of Statutory Auditor pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed to the Auditor''s report.

f LISTING \

The equity shares of the Company continue to be listed on BSE Limited and details of listing have been given in the Corporate Governance Report forming part of this Directors'' Report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company''s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal complaints Committee (ICC) has been setup to redress the complaints received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any complaint under the said Act during the year 2024-25 and there are no unresolved complaints as on 31^st March, 2025.

ACKNOWLEDGEMENTS

Your directors acknowledge with gratitude, the co-operation and assistance from its bankers. Your Directors would like to thank all Shareholders, Bankers, Customers and Employees in appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and Continue to grant us prosperity in the years to come.

Mar 31, 2024

The Directors present their Sixty Second Annual Report together with the audited statements of accounts for the year ended 31^st March 2024

in Lakhs)

FINANCIAL HIGHLIGHTS	31.03.2024	31.03.2023
Total Income	41,365.90	41,116.30
Profit before finance cost and depreciation	2,653.19	2,825.11
Less: Finance cost	959.46	775.33
Profit before depreciation and amortization	1,693.73	2,049.78
Less: Depreciation	642.96	630.92
Profit/ (Loss) before tax	1,050.77	1,418.86
Add/Less: Income tax expense - Current tax	228.87	247.90
- Deferred tax charge / (credit)	41.46	161.32
Profit / (Loss) for the year from operations	780.44	1,009.64
Other comprehensive Income net of tax	0.84	4.76
Total comprehensive income for the year	781.28	1,014.40

REVIEW OF BUSINESS OPERATIONS

During the year ended 31^st March 2024, the Company has recorded a total income of '' 41,365.90 lakhs as against '' 41,116.30 lakhs achieved during the previous year. The profit after tax amounted to '' 780.44 lakhs as against profit of '' 1009.64 lakhs in the previous year. The Profit before interest, Depreciation, Taxes and Amortization (EBIDTA) amounted to '' 2,653.19 lakhs as against '' 2,825.11 lakhs in the previous year.

There was no change in the nature of business of the Company during the financial year ended 31^st March 2024.

The performance of each business segment of the Company has been comprehensively discussed in the management Discussion and Analysis Report (forming part of this Directors'' Report).

FINANCE

Your Company has continued to avail need based working capital and other credit facilities from HDFC Bank Ltd.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The report on Corporate Governance and Management Discussion & Analysis Report, which forms an integral part of this Report, is annexed to this report. The Company has complied

with the conditions relating to Corporate Governance as stipulated in terms of SEBI (Listing ¹Obligations and Disclosure Requirements) Regulations, 2015. The Certificate obtained from the Practicing Company Secretary relating to the above is annexed and forms a part of this report.

SCHEME OF AMALGAMATION AND ALTERATION OF MEMORANDUM OF ASSOCIATION

The Scheme of Amalgamation of Raya Foods Private Limited ("Transferor Company") with the Company ("Scheme") with effect from 1^st April, 2022 ("Appointed Date") has been sanctioned by the Hon''ble National Company Law Tribunal, Chennai Bench vide its Order dated 5^th January 2024 and 18^th January 2024 respectively. The Company has also filed the certified copy of the said order with the Registrar of Companies, Chennai on 1^st February, 2024 ("Effective Date") in the prescribed form. Consequently, the entire undertakings of the Transferor Company has been transferred and vested into the Company with effect from the Appointed Date.

SHARE CAPITAL AND ALTERATION OF MOA

Pursuant to the Scheme of Amalgamation of Raya Foods Private Limited ("Transferor Company") with the Company ("Scheme") with effect from 1^st April, 2022 ("Appointed Date") vide Order of the Hon''ble National Company Law Tribunal, Chennai Bench dated 5^th January 2024 and 18^th January 2024 respectively, the Authorized Share Capital of the Company has been increased from '' 1,500 lakhs divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of '' 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of '' 10/-each to '' 1,750 lakhs divided into 1,45,00,000 (One Crore and Forty-Five Lakhs) Equity Shares of '' 10/-(Rupee Ten only) each and 30,00,000 (Thirty Lakhs) Preference Shares of '' 10/- (Rupee Ten only) each. Consequently, the Clause V (Share Capital) of the Memorandum of Association of the Company has been altered to reflect the increased capital and complied with the provisions of the Act.

Further, pursuant to the Scheme of Amalgamation of Raya Foods Private Limited ("Transferor Company") with the Company ("Scheme") with effect from 1^st April, 2022 ("Appointed Date") vide Order of the Hon''ble National Company Law Tribunal, Chennai Bench dated 5^th January 2024 and 18^th January 2024 respectively, the Company has allotted 35,00,000 equity shares of '' 10/- each in dematerialized form to the shareholders, whose names appeared on the Register of Members of Raya Foods Private Limited (Transferor Company) as on 1^st February 2024, being the record date fixed for the said purpose and has complied with the provisions of the Act. The new shares allotted ranks pari-passu in all respects with the existing equity shares of the Company.

Consequently, the paid-up equity share capital of the company increased from '' 554.15 lakhs divided into 55,41,476 equity shares of '' 10/- each to '' 904.15 lakhs divided into 90,41,476 equity shares of '' 10/- each.

Other than the Company, the Company has not issued any securities during the year under review.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to its General Reserves. However, the current year''s net profit of '' 781.28 lakhs available after appropriation has been carried forwarded under the head Surplus in Profit and Loss Account.

DIVIDEND

Your Directors recommend a dividend of '' 1.25/- per equity share of '' 10/- each for the financial year ended 31^st March, 2024, which if approved at the ensuing 62^nd Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 2^nd September, 2024 (Record Date) in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 2^nd September, 2024 (Record Date), subject to deduction of Tax at Source.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had transferred the amount of '' 1.10 lakhs, being the dividend declared at the 61^st Annual General Meeting held on 29^th December, 2023 in relation to the financial year 2022-23, pertaining to the shares already transferred to the designated demat account of the Investor Education and Protection Fund Authority (IEPFA) to the Investor Education and Protection Fund pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 within the stipulated time and complied with the provisions of the Act.

Further, pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time ("the Rules"), all amount of dividends which remains unpaid or unclaimed for a period of 7 years are required to be transferred by the Company to the IEPF Authority. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years shall also be transferred to the demat account of the IEPF Authority. Accordingly, the amount of dividend relating to the financial year 2016-17, which remains unclaimed after the expiry of seven years, would be transferred to the Investor Education and Protection Fund along with underlying equity shares within the stipulated time in accordance with the provisions of the Act and its Rules. The details are also made available on the website of the Company www.klrf.in

COPY OF ANNUAL RETURN

As per the requirements of Section 92(3) and rule 12(1) of the Companies (Management and Administration) Rules, 2014 the copy of the annual return in the prescribed Form MGT-7 for FY 2023-24 is placed on the website of the Company www.klrf.in.

^/ BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board of Directors and its Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and of the Board and Committee Meetings held during the year under review and the attendance of the Directors at such Board/ Committee Meetings are provided in the Corporate Governance Report under relevant heads which forms part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that;

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures from those standards;

d) The Directors have prepared the annual accounts for the financial year ended 31^st March 2024 on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, there were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of The Companies V Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS ''

All the Independent directors have given declarations to the effect that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with applicable Schedule and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (as amended) and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO THE INTEGRITY, EXPERTISE AND ExPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors has evaluated the Independent Directors during the year 2023-24 based on the criteria and framework adopted by the Board and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management and the criteria for evaluation of the performance of the Directors / Key Managerial Personnel / Senior Management, the remuneration payable to them and other matters provided under Section 1 78(3) of the Act and SEBI Listing Regulations. The salient features of the said policy have been outlined in the Corporate Governance Report annexed to this Report, which forms part of this report. The Remuneration Policy is placed on the Company''s website at www.klrf.in and the salient features of which is furnished as âAnnexure - Câ and forms part of this report.

STATUTORY AUDITORS AND BRANCH AUDITORS

COST AUDITOR AND MAINTENANCE OF COST RECORDS

The Company has made and maintained cost records as prescribed by the Central Government under Section 148 of the Companies Act, 2013. Pursuant to the said provision, the Company is required to appoint a Cost Auditor to audit the cost records pertaining to the Engineering products of the Company. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on 22^nd May, 2024, has approved the re-appointment of M/s. P Mohankumar & Co., Cost Accountants (Firm Registration Number: 100490), Coimbatore as Cost Auditor to audit the cost records pertaining to the Engineering products of the Company for the financial year 2024-25 and the remuneration payable to the Cost Auditor for the said period, subject to ratification by the members by means of passing an Ordinary Resolution.

As required under the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, necessary ordinary resolution seeking members'' ratification for the remuneration payable to M/s P Mohankumar & Co. (Firm Registration Number: 100490), Cost Accountants is included in the Notice convening the 62^ndAnnual General Meeting of the Company.

Further, the Cost Audit Report for the financial year ended 31^st March 2024 will be submitted with the Central Government in the prescribed form and manner within the time stipulated under the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company had re-appointed M/s. MDS & Associates LLP (ICSI Firm Unique Code: L2023TN013500 / Peer Review No. 3030/2023), Company Secretaries, Coimbatore as Secretarial Auditors to conduct the Secretarial Audit on the records of the Company for the financial year ended 31^st March 2024. Accordingly, the Secretarial Audit Report in the prescribed Form MR-3 ^for the financial year ended 31^st March 2024 is annexed as âAnnexure-Aâ to this Report.___

Further, the Secretarial Auditors have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor and the Secretarial Auditors in their respective report(s).

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans / guarantees / securities provided or investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence the disclosure relating to such transactions does not arise. In respect of the investments made in earlier years, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 and the details of the investments are given in the relevant notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company during the financial year ended 31^st March 2024 with its related parties, as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, and 2015, were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any transaction with related parties which could be considered material under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of material related party transactions as required under Section 134(3) of the Companies Act in Form AOC-2 does not arise. Attention of members is drawn to the disclosures of transactions with related parties set out in Notes on Accounts forming part of the financial statements.

Further, the Company has formulated a policy on related party transactions for identification and monitoring of such transactions. The policy on related party transactions, as recommended by the Audit Committee and approved by the Board, is available on the company''s website www.klrf.in

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, having occurred since the end of the year and till the date of Report.

^f STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY '' FOR THE COMPANY

The Company has a structured risk management policy. The risk management process is designed to safeguard the organisation from various risks through adequate and timely actions.

DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board has made a formal annual evaluation of its own performance and its committees and of every Individual Directors including the Independent Directors of the Company based on a structured questionnaire, formulated in accordance with the performance evaluation criteria approved by the Nomination and Remuneration Committee.

The Board''s own performance was evaluated based on the criteria like structure, governance, dynamics and functioning and review of operations, financials, internal controls etc.

The performance of the Individual Directors including Independent Directors were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board. Further, the Independent Directors, at their separate meeting held during the year 2023-24, has evaluated the performance of the Board as a whole, its Chairman and Non-Executive Non-Independent Directors and other items as stipulated under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committees of the Board were evaluated based on the terms of reference specified by the Board to the said Committee, frequency and effectiveness of Committee meetings, quality of Committee and the management''s relationship etc. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Individual Directors including Independent Directors adhere to their applicable criteria.

The criteria for evaluation of the performance of the Non-Executive Directors and Independent Directors have also been explained in the Corporate Governance Report annexed to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section152 of the Companies Act, 2013 and the Articles of Association of the Company, Sri. Sharath Jagannathan (DIN: 07298941), Managing Director, retires by rotation at the ensuing 62^nd Annual General Meeting and being eligible, he has offered himself for re-appointment. Your directors recommend his re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee and the Board of Directors, the re-appointment of Sri. Sharath Jagannathan (DIN: 07298941), whose tenure as Managing Director expired on 24^thJanuary, 2024 and who is also the Managing Director of M/s. Cape Flour Mills Private Limited (CIN: U51101TN1992PTC045579), as Managing Director of the Company for a further period of 3 (three) years effective from 25^th January, 2024 and the remuneration payable to him has been approved by the members of the company by means of a special resolution passed through postal ballot on 22^nd June, 2023 and the Company has complied with the applicable provisions of the Act.

Further, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the re-appointment of Sri. Ashwin Chandran (DIN: 00001884) as an Independent Director of the Company for a second term of five consecutive years commencing from 1^st September, 2023 to 31^st August, 2028 has been approved by the members of the company by means of a special resolution passed through postal ballot on 22^nd June, 2023 and the Company has complied with the applicable provisions of the Act.

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee and the Board of Directors, the re-appointment of Sri. Suresh Jagannathan (DIN: 00011326), whose tenure as Executive Chairman expired on 11^th March, 2024 and who will attain the age of 70 (seventy) years on 1^st May, 2026, as Executive Chairman of the Company for a further period of 5 (five) years effective from 12^th March, 2024 has been approved by the members of the company by means of a special resolution passed at the 61^st Annual General Meeting held on 29^th December, 2023 and the Company has complied with the applicable provisions of the Act.

Other than the above, there was no change in the composition of the Board of Directors of the Company.

Further, based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee, the Board of Directors, at their meeting held on 15th May, 2023, has appointed Sri.R.Nagarajan as Chief Financial Officer of the Company with effect from 15th May, 2023.

The following are the Key Managerial Personnel of the Company as on 31^st March, 2024;

Sri. Suresh Jagannathan - Executive Chairman Sri. Sharath Jagannathan - Managing Director Sri. R. Nagarajan - Chief Financial Officer Sri. S. Piramuthu - Company Secretary AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted an Audit Committee comprising of four members namely Sri. Sudarsan Varadaraj, Sri. K. Gnanasekaran, Mrs. Kalyani Jagannathan and Sri. Ashwin Chandran, all of them being Independent Directors. Sri. K. Gnanasekaran, an Independent Director, is the Chairman of the Audit Committee.

The Board had accepted all the recommendations of the Audit Committee, whenever made by the Committee, during the year under review.

'' CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND '' OUTGO

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy.

Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(ii) The steps taken by the Company for utilizing alternate source of energy.

The Company has installed 7.00 MW capacity wind energy and 6.9 MW (DC capacity)

/ 5 MW (AC capacity) Solar energy plant for captive consumption.

(iii) The capital investment on energy conservation equipment.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION

i) Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required.

ii) ExPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No specific expenditure of recurring or capital nature is involved in research and development directly.

C. FOREIGN ExCHANGE EARNINGS AND OUTGO

During the year under review, your Company has earned foreign exchange of '' NIL and '' 17.18 Lakhs outflow.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The company does not have any subsidiaries, associate companies, or joint ventures.

FIxED DEPOSITS

Further, the details of the unsecured loans accepted by the Company from its Directors including those carried forwarded in the books of the Company consequent upon the sanctioning of the Scheme of Amalgamation of Raya Foods Private Limited with the Company with effect from 1^st April, 2022 have been disclosed under the relevant notes to the financial statements.

DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Further, the details of employees who are in receipt of remuneration in the aggregate not less than '' 1.02 crores if employed throughout the financial year or not less than '' 8.50 lakhs per month if employed for a part of the financial year is disclosed in âAnnexure-Bâ.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed by the Audit Committee. Further, the Audit Committee periodically/ reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate and effective with respect to the operations of the Company. A report of Statutory Auditor pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditor''s report.

'' LISTING

The equity shares of the Company continue to be listed on BSE Limited and details of listing have been given in the Corporate Governance Report forming part of this Directors'' Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company''s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

DISCLOSURE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup to redress the complaints received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any complaint under the said Act during the year 2023-24 and there are no unresolved complaints as on 31^st March, 2024.

ACKNOWLEDGEMENTS

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and Continue to grant us prosperity in the years to come.

For and on behalf of the Board

Sharath Jagannathan Suresh Jagannathan

Pl_{ace :} C_oi_mb_at_ore Managing Director Executive Chairman

D_at_e : M_ay 22, 2024 DIN : 07298941 DIN : 00011326

Mar 31, 2023

DIRECTORâS REPORT

Dear Shareholders,

The Directors present their, Sixty first Annual Report together with the audited statements of
accounts for the year ended 31^st March 2023

FINANCIAL RESULTS	31.03.2023	31.03.2022
Total Income	33,767.45	27,711.61
Profit before finance cost and depreciation	2,440.33	1,840.75
Less: Finance cost	508.65	406.02
Profit before depreciation and amortisation	1,931.68	1,434.73
Less: Depreciation	507.56	400.94
Profit/ (Loss) before tax	1,424.12	1,033.79
Less:Income tax expense - Current tax	248.82	180.62
- Deferred tax charge / (credit)	145.50	100.14
Profit / (Loss) for the year from operations	1,029.80	753.03
Other comprehensive Income net of tax	4.76	(17.83)
Total comprehensive income for the year	1,034.56	735.20

REVIEW OF BUSINESS OPERATIONS

During the year ended 31^st March 2023, the Company has recorded a total income of
'' 33,767.45 lakhs as against '' 27,711.61 lakhs achieved during the previous year. The profit
after tax amounted to '' 1,029.80 lakhs as against profit of '' 753.03 lakhs in the previous
year. The Profit before interest, Depreciation, Taxes and Amortization (EBIDTA) amounted to
'' 2,440.33 lakhs as against '' 1840.75 lakhs in the previous year.

There was no change in the nature of business of the Company during the financial year
ended 31^st March 2023.

The performance of each business segment of the Company has been comprehensively
discussed in the management Discussion and Analysis Report (forming part of this Directors''
Report).

FINANCE

Your Company has continued to avail need based working capital and other credit facilities
from HDFC Bank Ltd and RBL Bank Ltd.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The report on Corporate Governance and Management Discussion & Analysis Report, which
forms an integral part of this Report, are annexed to this report. The Company has complied

with the conditions relating to Corporate Governance as stipulated in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Certificate obtained from
the Practicing Company Secretary relating to the above is annexed and form a part of this
report.

ALTERATION OF MEMORANDUM OF ASSOCIATION

Pursuant to the provisions of Section 13 and other applicable provisions, if any, of the
Companies Act, 2013, the Company has obtained necessary approval of the members by
means of passing necessary special resolution at the 60^th Annual General Meeting held on
14^th September, 2022 and has altered the Object Clause III of its Memorandum of Association
in line with Table A of Schedule I of the said Act in order to enable the Company to diversify
its business activities and complied with the provisions of the Act. Subsequently, the Central
Government (Registrar of Companies, Chennai) vide Certificate of Registration of the Special
Resolution Confirming Alteration of Object Clause(s) dated 18^th October, 2022 has registered
the said special resolution confirming the alteration of the objects clause.

Further, pursuant to the provisions of Section 13 and other applicable provisions, if any, of the
Companies Act, 2013, the Company has obtained necessary approval of the members by
means of passing necessary special resolution at the 60^th Annual General Meeting held on
14^th September, 2022 and has altered the Clause V (Share Capital) of its Memorandum of
Association to reflect the reclassified authorized share capital and complied with the provisions
of the Act.

SCHEME OF AMALGAMATION:

Based on the recommendation and approval of the Audit Committee, the Committee of
Independent Directors and the Board of Directors, at their respective meeting(s) held on
22^nd August, 2022 and in pursuance of the letter received from BSE Limited stating that they do
not have any adverse observation on the scheme, the consent received from the secured
creditors and the approval received from the equity shareholders and the unsecured creditors
of the Company, at their respective meeting(s) held on 22^nd June, 2023, the Company has
filed necessary Petition under Sections 230 to 232 of the Companies Act, 2013 before the
National Company Law Tribunal, Chennai Bench ("NCLT") seeking the sanction of the Scheme
of Amalgamation of Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi
Roller Flour Mills Limited (Transferee Company) with effect from April 1, 2022 (Appointed Date)
and the requisite approval of the NCLT is awaited.

SHARE CAPITAL

1.20.00. 000 (One Crore Twenty Lakhs) equity shares of '' 10/- each and 30,00,000 (Thirty Lakhs)
10% Cumulative Redeemable Preference Shares of '' 10/- each to '' 1,500 lakhs divided into

1.20.00. 000 (One Crore Twenty Lakhs) equity shares of '' 10/- each and 30,00,000 (Thirty Lakhs)
Preference Shares of '' 10/- each and complied with the provisions of the Act.

The subscribed and paid-up equity share capital of the company as on 31^st March 2023 is
'' 554.15 lakhs divided into 55,41,476 equity shares of '' 10/- each. During the year under
review, the Company has not made any fresh issue of shares or other securities.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to its General
Reserves. However, the current year''s net profit of '' 1034.56 lakhs has been carried forwarded
under the head Retained earnings.

DIVIDEND

Your Directors recommend a dividend of '' 2/- per equity share of '' 10/- each for the financial
year ended 31^st March, 2023, subject to deduction of Tax at Source, which if approved at the
forthcoming 61 ^st Annual General Meeting, will be paid to those equity shareholders whose
names appear in the Register of Members as on 22^nd December, 2023 (Record Date) in
respect of shares held in physical form and in respect of shares held in dematerialized form,
the dividend shall be paid on the basis of the beneficial ownership as per the details furnished
by the Depositories for this purpose at the end of business hours on 22^nd December, 2023
(Record Date).

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount of dividend which are lying unclaimed for a period beyond seven years
which are required to be transferred to Investor Education and Protection Fund in accordance
with the provisions of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Company had transferred an amount of '' 0.99 lakhs being
the dividend declared at the Annual General Meeting held on 14^th September, 2022 in relation
to the financial year 2021-22, pertaining to the shares already transferred to the designated
demat account of the Investor Education and Protection Fund Authority (IEPFA) to the Investor
Education and Protection Fund pursuant to Section 124 of the Companies Act, 2013 read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016.

COPY OF ANNUAL RETURN

As per the requirements of Section 92(3) and rule 12(1) of the Companies (Management and
Administration) Rules, 2014 the copy of the annual return in the prescribed Form MGT-7 for FY
2022-23 is placed on the website of the Company www.klrf.in.

BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board of Directors and its Committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee, and of the
Board and Committee Meetings held during the year under review and the attendance of
the Directors at such Board/ Committee Meetings are provided in the Corporate Governance
Report under relevant heads which forms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating
effectively. The Company has duly complied with Secretarial Standards issued by the Institute
of Company Secretaries of India on the meeting of the Board of Directors (SS-1) and General
Meetings (SS-2).

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect
to Directors'' Responsibility Statement, it is hereby confirmed that;

a) In the preparation of the annual accounts, the applicable accounting standards have
been followed;

b) The Directors have 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 of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) The Directors have prepared the annual accounts for the financial year ended 31^st March
2023 on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent directors have given declarations to the effect that they meet the criteria
of independence as laid down under section 149(6) of the Companies Act, 2013 read with
applicable Schedule and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 (as amended) and that their name is
included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014 (as amended).

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO THE INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR

The Board of Directors have evaluated the Independent Directors during the year 2022-23 and
opined that the integrity, expertise and experience (including proficiency) of the Independent
Directors are satisfactory. There was no appointment of Independent Directors made during
the year under review.

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee,
has framed a policy which inter alia provides the criteria for selection and appointment of
Directors, Senior Management, evaluation of the performance of the Directors / Key Managerial
Personnel / Senior Management and the remuneration payable to them. The salient features
of the said policy have been outlined in the Corporate Governance Report. The Remuneration
Policy is placed on the Company''s website at www.klrf.in and the abstract of which is furnished
as "Annexure - C" and forms part of this report.

STATUTORY AUDITORS & BRANCH AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 read with its relevant Rules made
thereunder M/s. Marimuthu and Associates (Firm Registration Number 014572S), Chartered
Accountants, Tirunelveli, as were re-appointed as the Statutory Auditor of the company, in the
place of the retiring statutory auditor M/s. Arun & Co (FRN: 014464S) Chartered Accountants,
Tirunelveli, at the 60^th Annual General Meeting held on 14^th September, 2022 to hold such
office from the conclusion of the 60^th Annual General Meeting till the conclusion of the 65^thAnnual General Meeting ought to be held in the year 2027. Accordingly, no resolution for
appointment of statutory auditor is included in the Notice convening the 61^st Annual General
Meeting.

The Company has also obtained necessary consent under Section 1 39 and eligibility
certificate under Section 141 from M/s. Marimuthu and Associates (Firm Registration Number
014572S), Chartered Accountants, Tirunelveli to the effect that their appointment would be in
conformity with the provisions of the Companies Act, 2013. Further, the Statutory Auditor has
confirmed that he is holding a valid Peer Review Certificate issued by the Institute of Chartered
Accountants of India.

M/s VKS Aiyer & Co., (Firm Registration No.000066S), Chartered Accountants, Coimbatore, the
Branch Auditors of the Engineering Division of the Company, retires at the conclusion of the
ensuing 61^st Annual General Meeting and being eligible, the Audit Committee and the Board

of Directors, at their respective meeting(s) held on 23^rd November, 2023, have recommended
to re- appoint them as the Branch Auditors for the Engineering Division of the Company to hold
such office for a period of five consecutive years from the conclusion of the ensuing 61^st Annual
General Meeting till the conclusion of the 66^th Annual General Meeting in accordance with
the provisions of Section 139 of the Companies Act, 2013. The Company has also obtained
necessary consent under Section 139 and eligibility certificate under Section 141 from the
appointee Branch Auditors to the effect that their re-appointment, if made, would be in
conformity with the provisions of the Companies Act, 2013 and the appointee Branch Auditors
are holding a valid Peer Review Certificate issued by the Institute of Chartered Accountants of
India. Accordingly, necessary ordinary resolution has been included in the Notice convening
the ensuing 61^st Annual General Meeting. Your directors recommend the re-appointment of
Branch Auditors.

COST AUDITOR AND MAINTENANCE OF COST RECORDS

The Company has made and maintained cost records as prescribed by the Central
Government under Section 148 of the Companies Act, 2013. Pursuant to the said provision,
the Company is required to appoint a Cost Auditor to audit the cost records pertaining to
the Engineering products of the Company. Accordingly, based on the recommendation of
the Audit Committee, the Board of Directors, at their meeting held on 26^th May, 2023, has
approved the re-appointment of M/s.PMohankumar & Co., Cost Accountant (Firm Registration
Number: 100490), Coimbatore as Cost Auditor to audit the cost records pertaining to the
Engineering products of the Company for the financial year 2023-24 and the remuneration
payable to the Cost Auditor for the said period, subject to ratification by the members by
means of passing an Ordinary Resolution.

As required under the provisions of Section 148 of the Companies Act, 2013 read with
Rule 14 of the Companies (Audit and Auditors) Rules, 201 4, necessary ordinary resolution
seeking members'' ratification for the remuneration payable to M/s P Mohankumar & Co.
(Firm Registration Number: 100490), Cost Accountant is included in the Notice convening the
61^st Annual General Meeting of the Company.

Further, the Cost Audit Report for the financial year ended 31^st March 2023 has been submitted
with the Central Government in the prescribed form and manner on 6^th September, 2023
which was within the due date stipulated under the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company had appointed M/s. MDS & Associates LLP (ICSI Firm Unique Code:
L2023TN013500 / Peer Review No. 3030/2023), Company Secretaries, Coimbatore as Secretarial
Auditors to conduct the Secretarial Audit on the records of the Company. Accordingly, the

Secretarial Audit Report in the prescribed Form MR-3 for the financial year ended 31^st March
2023 is annexed to this Report as "Annexure-A".

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS

There are no qualifications, reservations or adverse remarks or disclaimers made by the
Statutory Auditor and the Secretarial Auditor in their respective report(s).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF
THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

There were no instances of frauds identified or reported by the Statutory Auditors during the
course of their audit pursuant to Section 143(12) of The Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

There were no loans / guarantees / securities provided or investments made by the Company under
the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence
the disclosure relating to such transactions does not arise. In respect of the investments made in
earlier years, the Company has complied with the provisions of Section 186 of the Companies Act,
2013 and the details of the investments are given in the relevant notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company during the financial year ended 31^st March
2023 with its related parties, as defined under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosures Requirements) Regulations, and 2015, were in the ordinary course
of business and on an arm''s length basis. During the year, the Company has not entered
into any transaction referred to in Section 188 of the Companies Act, with related parties
which could be considered material under the Companies Act, 201 3 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of
material related party transactions as required under Section 134(3) of the Companies Act in
Form AOC-2 is not applicable. Attention of members is drawn to the disclosures of transactions
with related parties set out in Notes on Accounts forming part of the financial statements.

Further, the Company has formulated a policy on related party transactions for identification and
monitoring of such transactions. The policy on related party transactions, as recommended by the
Audit Committee and approved by the Board, is available on the company''s website www.klrf.in

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments, which affect the financial position
of the Company, having occurred since the end of the year and till the date of Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
FOR THE COMPANY

The Company has a structured risk management policy. The risk management process is
designed to safeguard the organisation from various risks through adequate and timely actions.
It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the
business. The potential risks are inventories and integrated with the management process such
that they receive the necessary consideration during decision making. Further, the provisions
of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 relating to constitution of the Risk Management Committee are not applicable to the
Company.

DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the amended provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Amendment) Act, 2020 (effective from 22^nd January, 2021) the Corporate Social
Responsibility Committee ("CSR Committee") was dissolved with effect from 12^th November,
2021 and all the roles, responsibilities and functions of the Corporate Social Responsibility
Committee, as provided under the provisions of Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from
time to time) are being discharged by the Board of Directors of the Company in terms of the
said provisions of the Act and its Rules with effect from the said date.

The requisite information has also been provided in the Corporate Governance Report forming
part of this Directors'' Report. Further, based on the approval of the Board of Directors, the
Company has also adopted a Corporate Social Responsibility Policy which is available on the
website of the Company viz.www.klrf.in.

As part of its initiatives under its CSR Policy, the company has undertaken various projects
towards CSR initiatives and the said projects are by and large in accordance with Schedule VII
of the Companies Act, 2013 and the CSR Policy of the Company. The Annual Report on CSR
Activities as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed as Annexure -D and forms part of this Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS

The Board has made a formal annual evaluation of its own performance and its Committees
and of every Individual Directors including the Independent Directors of the Company.

The Board''s own performance was evaluated based on the criteria like structure, governance,
dynamics and functioning and review of operations, financials, internal controls etc.

The performance of the Individual Directors including Independent Directors were evaluated
based on the evaluation criteria laid down under the Nomination and Remuneration Policy
and the Code of Conduct as laid down by the Board. Further, the Independent Directors,
at their separate meeting held during the year 2022-23, has evaluated the performance
of the Board as a whole, its Chairman and Non-Executive Non-Independent Directors and
other items as stipulated under Schedule IV of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Committees of the Board were evaluated based on the terms of reference specified by the
Board to the said Committee, frequency and effectiveness of Committee meetings, quality of
relationship of the Committee and the management etc. The Board of Directors were satisfied
with the evaluation process which ensured that the performance of the Board, its Committees,
Individual Directors including Independent Directors adhere to their applicable criteria.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section152 of the Companies Act,2013 and the Articles of Association
of the Company, Sri. R. Kannan (DIN: 00951451), retires by rotation at the ensuing 61^st annual
general meeting and being eligible, he has offered himself for re-appointment. Your Directors
recommend his re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee and
the approval of the Audit Committee, the Board of Directors, at their meeting held on
23^rd November, 2023, had approved the re-appointment of Sri. Suresh Jagannathan
(DIN: 00011326), whose tenure as Executive Chairman expires on 11^th March, 2024 and who will
attain the age of 70 (seventy) years on 1^st May, 2026, as Executive Chairman of the Company
for a further period of 5 (five) years effective from 12^th March, 2024, subject to the approval of
the members of the Company by means of passing necessary special resolution. Accordingly,
necessary special resolution has been included in the agenda of the Notice convening the
61^st Annual General Meeting. Your Directors recommend his re-appointment.

During the year under review, there was no change in the composition of the Board of Directors
of the Company.

Sri. J. Kanna has resigned as the Chief Financial Officer of the company with effect from the
close of business hours of 31^st January, 2023.

Based on the recommendation of the Nomination and Remuneration Committee and the
approval of the Audit Committee, the Board of Directors, at their meeting held on 15^th May,
2023, has appointed Sri.R.Nagarajan as Chief Financial Officer of the Company with effect
from 15^th May, 2023.

Other than the above, there was no change in the Key Managerial Personnel (KMPs) during the
financial year.

The following are the Key Managerial Personnel of the Company presently;

Sri. Suresh Jagannathan (DIN : 00011326) - Executive Chairman
Sri. Sharath Jagannathan (DIN : 07298941) - Managing Director
Sri. R. Nagarajan - Chief Financial Officer
Sri. S. Piramuthu - Company Secretary

AUDIT COMMITTEE

Pursuant to Section 1 77 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted
an Audit Committee comprising of four members namely Sri. Sudarsan Varadaraj,
Sri. K. Gnanasekaran, Mrs. Kalyani Jagannathan and Sri. Ashwin Chandran, all of them being
Independent Directors. Sri. K. Gnanasekaran, an Independent Director, is the Chairman of the
Audit Committee.

The Board had accepted all the recommendations of the Audit Committee, whenever made
by the said Committee, during the year under review.

The details of composition of the Audit Committee including the terms of reference, the number
of meetings held during the year under review and the attendance of Directors at such meetings
are provided in the Corporate Governance Report, which forms part of this Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGOA. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy

Company ensures that the manufacturing operations are conducted in the manner
whereby optimum utilization and maximum possible savings of energy is achieved.

(ii) The steps taken by the Company for utilizing alternate source of energy

The Company has installed 7.00 MW capacity wind energy and 6.9MW (DC Capacity)
/ 5MW (AC Capacity) Solar energy plant for captive consumption.

(iii) The capital investment on energy conservation equipment.

As the impact of measures taken for conservation and optimum utilization of energy
are not quantitative, its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION

i) Company''s products are manufactured by using in-house know how and no outside
technology is being used for manufacturing activities. Therefore, no technology
absorption is required.

ii) EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No specific expenditure of recurring or capital nature is involved in research and
development directly.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, your Company has earned foreign exchange of '' 88.26
lakhs and incurred an outflow of '' 35.47 lakhs.

SUBSIDIARY COMPANIES

The company does not have any subsidiaries, associate companies, or joint ventures.

FIXED DEPOSITS

Your company has not accepted any deposits falling within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence,
there are no unclaimed or unpaid deposits as on 31^st March 2023.

Further, the details of the unsecured loans accepted by the Company from its Directors have
been disclosed under the relevant notes to the financial statements.

DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration
etc., as stipulated under section 197(12) and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-B to this Report.

In terms of provisions of section 197(12) and rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the
top ten employees in terms of remuneration drawn forms part of this report. Pursuant to the
second proviso to section 136(1) of the Act, the Annual Report excluding the said information
is being sent to the members of the company. Any member interested in obtaining such
information may send an email to [email protected]

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism and adopted a Whistle Blower Policy in
accordance with provisions of the Companies Act, 2013 and Listing Regulations, to provide
a formal mechanism to the employees to report their concerns about unethical behaviour,
actual or suspected fraud or violation of the Company''s Code of Conduct. The Whistle Blower
Policy provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee.

During the year under review, no concerns were received by the Company. The details of
the said policy have been given in the Corporate Governance Report forming part of this
Directors'' Report and also, it has been placed on the Company''s website viz., www.klrf.in.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide
a reasonable assurance in respect of providing financial and operational information,
complying with applicable statutes and policies, safeguarding of assets, prevention and
detection of frauds, accuracy and completeness of accounting records. The Internal Audit
Reports were reviewed by the Audit Committee. Further, the Audit Committee annually reviews
the effectiveness of the Company''s internal control system. The Directors and Management
confirm that the Internal Financial Controls (IFC) are adequate and effective with respect to
the operations of the Company. A report of Statutory Auditor pursuant to Section 143(3)(i) of the
Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with
the Auditor''s report.

LISTING

The equity shares of the Company continue to be listed on BSE Limited and details of listing
have been given in the Corporate Governance Report forming part of this Directors'' Report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and/or material orders were passed by any regulator or court or tribunal impacting
the going concern status and the Company''s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company has not undertaken any
one-time settlement with the banks or financial institutions during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. An Internal complaints Committee (ICC) has been setup to redress the complaints
received regarding sexual harassment of women at workplace. All employees (permanent,
contractual, temporary and trainees) are covered under this policy. The Company has
not received any complaint under the said Act during the year 2022-23 and there are no
unresolved complaints as on 31^st March, 2023.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the co-operation and assistance from its bankers.
Your Directors would like to thank all Shareholders, Bankers, Customers and Employees in
appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and Continue
to grant us prosperity in the years to come.

For and on behalf of the Board

Sharath Jagannathan Suresh Jagannathan

Place : Coimbatore Managing Director Executive Chairman

Date : November 23, 2023 DIN : 07298941 DIN : 00011326

Mar 31, 2016

Dear Shareholders,

The Directors present their Fifty Fourth Annual Report together with the audited statement of accounts for the year ended 31^st March, 2016.

(Rs. in Lakhs)

FINANCIAL RESULTS	31.3.2016	31.3.2015
Total Turnover (Net)	20690.17	21723.91
Profit before financial charges and depreciation	1810.78	1267.21
Less : Financial charges	637.20	799.23
Profit before depreciation	1173.58	467.98
Less : Depreciation	251.56	307.06
Profit before tax	922.02	160.92
Add / Less Provision for tax - Current	187.99	32.20
- MAT credit entitlement	(44.56)	--
- Deferred tax assets (-) / liabilities	190.87	(44.60)
Net Profit /after tax carried to balance sheet	587.72	173.32

REVIEW OF BUSINESS OPERATIONS

During the year ended 31^st March 2016, the Company has recorded a total turnover of Rs. 20690 lakhs as against Rs. 21724 lakhs achieved during the previous year. The profit after tax amounted to Rs. 588 lakhs as against Rs. 173 lakhs in the previous year. The Profit before Interest, Depreciation, Taxes and Amortization (PBIDTA) amounted to Rs. 1811 lakhs as against Rs. 1267 lakhs in the previous year.

There was no change in the nature of business of the Company during the financial year ended 31^st March 2016.

The performance of each business segment of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of this Directors'' Report)

FINANCE

Your Company continued to avail need based working capital facilities from Canara Bank and HDFC Bank Limited

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate governance and Management Discussion & Analysis Report, which form an integral part of this Report are annexed to this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in terms of SEBI (Listing , Obligations and Disclosure Requirements) Regulations, 2015. The Certificate from the statutory auditor relating to the above is annexed.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was Rs. 5,02,06,440/-. During the year under review, the Company has not made any fresh issue of any shares.

TRANSFER TO RESERVES

The Company has not transferred any amount to its General Reserves. However, an amount of Rs. 587.72 lakhs is carried forward in the Profit & Loss Account.

DIVIDEND

Your directors are unable to recommend any dividend for the year ended 31^st March, 2016.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred unpaid dividend amounts within the statutory period to the IEPF. During the financial year 2015-16, unclaimed dividend of Rs. 1,99,292/- relating to the financial year 2007 - 08 was transferred to the IEPF.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure and is attached to this Report.

MEETINGS

Details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report which forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that;

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 at the end of the financial year and of the profit of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for the financial year ended 31^st March, 2016 on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The Remuneration Policy is furnished in the Company''s website at www.klrf.in abstract of which is furnished as "Annexure - D" and forms part of this report.

AUDITORS

Sri. P. Marimuthu, Auditor of the Company will retire at the forthcoming annual general meeting and is eligible for re-appointment.

M/s Haribhakti & Co LLP, Chartered Accountants, branch auditors for the engineering division of the Company will retire at the forthcoming annual general meeting and are eligible for re-appointment.

COST AUDITOR

The Board of Directors at its meeting held on 30^th May, 2016, based on the recommendation of the audit committee appointed Sri.M.Kannan, Cost Accountant as Cost Auditor for conducting the Cost Audit for the financial year 2016 - 2017.

As required under the provisions of Section 148 of the Companies Act, 2013, necessary resolutions seeking member''s ratification for the remuneration payable to Sri.M.Kannan is included in the Notice convening the Fifty Fourth Annual General Meeting.

Cost audit report for the year ended 31^st March 2015 has been filed before the time limit prescribed under the Act.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Sri.M.D.Selvaraj, FCS, Proprietor of MDS & Associates, Company Secretaries, Coimbatore to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-A"

COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors/ Secretarial Auditor in their/ his report. There were no instances of frauds identified or reported by the Statutory auditors during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the period under review and hence the said provision is not applicable. Details of investments made in the prior years are given in the notes 9 of the financial statement.

RELATED PARTY TRANSACTIONS

All transactions entered into during the financial year 31^st March, 2016 with related parties as defined under the Companies Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of related party transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of members is drawn to the disclosures of transactions with related parties set out in Other Notes on Accounts 22 (16) forming part of the financial statements.

The Company has developed a policy on related party transactions for identification and monitoring of transactions. The policy on related party transactions as approved by the Board, is uploaded and can be accessed at company''s website www.klrf.in

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors'' Report.

RISK MANAGEMENT ''

The Company has a structured risk management policy. The risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted the Corporate Social Responsibility Committee at their Board Meeting held on 30^th May, 2016. The Committee comprises of Sri.Suresh Jagananthan, Sri.Sudarsan Varadaraj, Sri.K.Gnanasekaran and Sri. R. Kannan as it members.

The Company has however not required to incur any expenditure on the CSR initiatives during the year under review as the average net profits of the preceding three financial years of the Company was negative.

BOARD EVALUATION

The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company.

The Board''s performance was evaluated based on criteria like structure, governance, dynamics and functioning and review of operations, financials, internal controls etc.,

The performance of the Independent Directors as well as Individual Directors were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated based on the terms of reference specified by the Board to the said Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Independent Directors and Individual Directors adhered to their applicable criteria.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The shareholders at the Annual General Meeting held on 16^th September, 2015 appointed Mrs. Kalyani Balasubramanian as an Independent Director of the Company for a term of five years.

The shareholders at the Annual General Meeting held on 16^th September, 2015 re-appointed Sri.Suresh Jagannathan as Managing Director for a period of five years from 12^th March, 2016.

Sri.V.N.Jayaprakasam, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board y recommends his re-appointment. /

KEY MANAGERIAL PERSONNEL

Key Managerial Personnel of the Company as required pursuant to Section 2 (51) of the Companies Act, 2013 are Sri. Suresh Jagannathan, Managing Director, Sri.R.Kannan, Executive Director and Chief Financial Officer and Sri.S.Piramuthu, Company Secretary

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises three members namely Sri.Sudarsan Varadaraj, Sri.K.Gnanasekaran and Sri.S.Govindan, all of them being Independent Directors. Sri.Sudarsan Varadaraj, an Independent Director, is the Chairperson of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

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

CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy

Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(ii) The steps taken by the Company for utilizing alternate source of energy

No specific investment has been made in reduction in energy consumption

(iii) The capital investment on energy conservation equipments.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

TECHNOLOGY ABSORPTION

Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required.

EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No specific expenditure of recurring or capital nature is involved in research and development directly.

FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, your Company has earned foreign exchange of Rs. 12.63 lakhs and out flow of Rs. 351.69 lakhs

SUBSIDIARY COMPANIES

The company does not have any subsidiary, associate company or joint venture.

FIXED DEPOSITS

Your company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no unclaimed or unpaid deposits as on 31^st March, 2016.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-C to this Report.

DISCLOSURE UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs. 60,00,000/- if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism for directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed by the Audit Committee. Further, the Audit Committee annually reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditor''s pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditor''s report.

LISTING

Equity shares of the Company continued to be listed on BSE Limited. During the financial year 2015 - 2016, your Company has entered into a new Listing Agreement with BSE Limited, in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company''s operations in future.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any sexual harassment complaint during the year 2015 - 2016.

ACKNOWLEDGEMENTS

Your directors acknowledge with gratitude, the co-operation and assistance from its bankers.

Your Directors would like to thank all Shareholders, Customers and Employees in appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and continue to grant us prosperity in the years to come.

By Order of the Board

Sudarsan Varadaraj Suresh Jagannathan

Place : Coimbatore Director Managing Director

Date : 30.05.2016 DIN : 00133533 DIN : 00011326

Mar 31, 2015

Dear Shareholders,

The Directors present their Fifty third Annual Report together with the audited statement of accounts for the year ended 31st March, 2015. The management discussion and analysis report have been included at the appropriate places in this report.

(in Lakhs) FINANCIAL RESULTS 31.3.2015 31.3.2014

Total Turnover (Net) 22193.77 24773.37

Profit before financial charges and depreciation 1267.21 1341.94

Less : Financial charges 799.23 746.53

Profit before depreciation 467.98 595.41

Less : Depreciation 307.06 541.27

Profit / (Loss) before tax 160.92 54.14

Add / (Less) Provision for tax - Current 32.20 96.47

- Deferred tax assets / (-) liabilities 44.60 (0.98)

Net Profit / (Loss) after tax carried to Balance sheet 173.32 (43.31)

The company has internal control procedures commensurate with its size and the nature of its business for purchase of raw materials, plant and machinery, components, other items and sale of goods.

SEGMENT-WISE AND PRODUCT Â WISE PERFORMACE

Segment-wise and product-wise results are stated separately under segment reporting

FINANCE

Your company continued to avail need based working capital facilities from Canara Bank and HDFC Bank Limited

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate governance and Management Discussion & Analysis Report form an integral part of this Report. A report on corporate governance is annexed to this report. The company has complied with the conditions relating to the above as stipulated in Clause 49 of the listing agreement.

The certificate from the statutory auditor relating to the above is annexed.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 5,02,06,440/-. During the year under review, the Company has not issued any shares.

DIVIDEND

Your directors are unable to recommend any dividend for the year ended 31st March, 2015

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company had transferred unpaid dividend amounts within the statutory period to the IEPF. During the financial year 2014-15, unpaid unclaimed dividends Rs. 2,10,065/- relating to financial year 2006 Â 07 was transferred to the IEPF.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure - B and is attached to this Report.

MEETINGS

During the year six board meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that;

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 at the end of the financial year and of the profit of the company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on going concern basis.

v. The Directors had laid down internal financial controls to be followed by the company and ensured that such internal financial controls are adequate and were operating effectively.

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

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the 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 clause 49 of the Listing Agreement.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The Remuneration Policy is stated in Annexure - D

AUDITORS

Sri.P.Marimuthu, Auditor of the Company will retire at the forthcoming annual general meeting and is eligible for re-appointment.

M/s Haribhakti & Co., LLP Chartered Accountants, branch auditors for the engineering division of the company will retire at the forthcoming annual general meeting and are eligible for re-appointment.

COST AUDITOR

Sri.M.Kannan, Cost Accountant has been appointed as Cost Auditor for the financial year 2014 Â 2015 for the foundry division of the company and cost audit report will be filed on or before the due date.

Cost audit report for the year ended 31st March, 2014 has been filed on 26th September, 2014 before the time limit prescribed under the Act.

The Board of Directors at its meeting held on 29th May, 2015, based on the recommendation of the audit committee appointed Sri.M.Kannan, Cost Accountant as Cost Auditor for conducting the Cost Audit of the engineering division for the financial year 2015 Â 2016.

As required under the provisions of Section 148 of the Companies Act, 2013, necessary resolutions seeking member's ratification for the remuneration to Sri.M.Kannan is included as item Number 5 of the Notice convening the Fifty Third Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr.M.D.Selvaraj, FCS, Proprietor of MDS & Associates, Company Secretaries, Coimbatore to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-A"

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors/ Secretarial Auditor in their/ his report on the financial statements/secretarial audit report of the Company for the financial year ended 31st March, 2015

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186

There were no loans, guarantees or investments made by the Company under section 186 of the Companies Act, 2013 during the period under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS

All transactions entered into during the financial year ended 31st March, 2015 with Related Parties as defined under the Companies Act and Clause 49 of the Listing Agreement were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under the Listing Agreement. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts Â Note No.16 forming part of the financial statements.

The Company has developed a policy on Related Party Transactions for identification and monitoring of transactions. The policy on related party transactions as approved by the Board is uploaded on the Company's website and can be accessed at http://www.klrf.in

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors' Report.

RISK MANAGEMENT

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

BOARD EVALUATION

The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company.

The Board's performance was evaluated based on the criteria like Structure, Governance, Dynamics and Functioning, Approval and review of operations, Financials, Internal Controls etc.,

The performance of the Independent Directors as well as Individual Directors were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated based on the terms of reference specified by the Board to the said Committee. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Independent Directors and Individual Directors adhered to their applicable criteria.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on 18th September, 2014, the Members had approved the appointment of Mr.Sudarsan Varadraj, Mr.K.Gnanasekaran as Independent Directors for a term of five years and Mr.S.Govindan as Independent Director upto 31st March, 2017.

The shareholders at the annual general meeting held on 18th September, 2014 appointed Mr.R.Kannan as Executive Director and Chief Financial Officer for a period of five years with effect from 1st July, 2014

The Board of Directors at their meeting held on 19th March, 2015 have appointed Mrs.Kalyani Balasubramanian as Additional Director and she holds upto the ensuing annual general meeting. Notice under Section 160 of the Act, has been received by the Company from a Member, signifying his intention to propose the candidature of Mrs.Kalyani Balasubramanian as an Independent Director of the Company. The Board of Directors have recommended the appointment of Mrs.Kalyani Balasubramanian as Director as per the provisions of Section 160 and other applicable provisions of the Companies Act, 2013.

The Board of Directors at their meeting held on 29th May, 2015 have re-appointed Mr.Suresh Jagannathan as Managing Director for a period of five years from 12th March, 2016, subject to approval of members at the ensuing annual general meeting.

Mr.R.Kannan, Executive Director and Chief Financial Officer is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re- appointment.

Your directors recommended their appointment / re-appointment.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange form part of the Notice of the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Key Managerial Personnel of the company as required pursuant to Section 2 (51) of the Companies Act, 2013 are Sri.Suresh Jagannathan, Managing Director, Mr.R.Kannan, Executive Director and Chief Financial Officer and Mr.S.Piramuthu, Company Secretary

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises three members namely Mr.Sudarsan Varadaraj, Mr.K.Gnanasekaran and Mr.S.Govindan, all of them being Independent Directors. Mr.Sudarsan Varadaraj, an Independent Director, is the Chairperson of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

CONSERVATION OF ENERGY

a. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b. No specific investment has been made in reduction in energy consumption.

c. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

TECHNOLOGY ABSORPTION

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required.

FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, your Company has earned foreign exchange of Rs. 11.63 lakhs and incurred an out flow of Rs. 128.94 lakhs

SUBSIDIARY COMPANIES

The Company does not have any subsidiary , associate company or joint ventures.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The total deposits remained unpaid or unclaimed as at 31st March, 2015 is Nil.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure-C to this Report.

DISCLOSURE UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs. 60,00,000/- if employed throughout the year or Rs. 5,00,000/- per month if employed for part of the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism for directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of this Annual Report.

HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company believes that its people are a key differentiator, especially in a knowledge driven, competitive and a global business environment. Adapting work culture to suit the dynamic balancing of people requirements and employee needs is an ongoing process. Fundamental HR processes which enable higher performance orientation, speed, skill and competency development, talent management are corner stones for the success of any organization.

As in the past, the industrial relations continued to remain cordial in all the divisions of the Company.

LISTING

Your Company's shares are listed at BSE Limited. Necessary listing fees for the year have been paid.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company's operations in future.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti sexual harassment policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any sexual harassment complaint during the year 2014 Â 2015.

GENERAL

Your directors acknowledge with gratitude, the co-operation and assistance from banks and financial institutions.

Your Directors would like to thank all Shareholders, Customers and Employees in appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and continue to grant us prosperity in the years to come.

By Order of the Board Place : Coimbatore Sudarsan Varadaraj Suresh Jagannathan

Date : 29.05.2015 Director Managing Director

DIN : 00133533 DIN : 00011326

Mar 31, 2013

Dear Shareholders,

The Directors present their Fifty first Annual Report together with the audited statement of accounts for the year ended 31st March 2013. The management discussion and analysis report have been included at the appropriate places in this report.

(Rs.in lakhs)

FINANCIAL RESULTS 31.3.2013 31.3.2012

Total Turnover (Net) 21422.18 20334.25

Profit before financial charges and depreciation 1491.72 1055.72

Less : Financial charges 823.01 902.23

Profit before depreciation 668.71 153.49

Less : Depreciation 519.77 499.09

Profit / (Loss) before tax 148.94 (345.60)

Add/(Less): Provision for tax - Current -- --

- MAT credit entitlement 29.74 --

- Deferred (47.44) 124.61

Net Profit/ (Loss) after tax carried to Balance Sheet 131.24 (220.99)

INDUSTRY STRUCTURE AND DEVELOPMENTS

Results

The turnover of the company for the year is Rs.215 crores as against Rs.204 crores last year.

The Company has earned an EBIDTA of Rs.1492 lakhs.

The Food Division earned an EBIDTA of Rs.1108 lakhs on milling of 56940 Metric tons of wheat accounting for 55 % of the turnover of the company.

The Textile Division has earned an EBIDTA of Rs. 400 lakhs and Engineering Division has incurred an EBIDTA of Rs.(-) 16 lakhs.

DIVIDEND

Your Directors are unable to recommend a dividend on the paid-up equity share capital of the Company for the year ended 31st March, 2013.

FINANCE

Your company continued to avail need based working capital facilities from Canara Bank and Indian Overseas Bank.

CORPORATE GOVERNANCE

A report on corporate governance is annexed to this report. The Company has complied with the conditions relating to the above as stipulated in Clause 49 of the listing agreement.

The certificate from the statutory auditor relating to the above is annexed.

FIXED DEPOSITS

The Company continued to accept fixed deposits during the year and there were no unclaimed deposits as on 31.3.2013.

DIRECTORS

Mr. K.Gnanasekaran and Mr.Sudarsan Varadaraj, Directors of the company retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re- appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that;

i. In the preparation of the annual accounts for the financial year ended 31 March 2013, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year and of the profit of the company for the year under review.

iii. The Directors have taken proper and sufficient care 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.

Iv. The Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

Mr.P.Marimuthu, Auditor of the Company will retire at the forthcoming annual general meeting and is eligible for re-appointment.

M/s Haribhakti & Co., Chartered Accountants, branch auditors for foundry and sheet metal divisions of the company will retire at the forthcoming annual general meeting and are eligible for re-appointment.

Mr.M.Kannan, Cost Accountant has been appointed as Cost Auditor for the year 2012-2013 for the textile and foundry divisions of the company and cost audit report will be filed on or before the due date. Cost audit report for the year ended 31.3.2012 has been filed on 28.2.2013 before the time limit prescribed under the Act. Cost compliance report for the financial year ended 31.3.2012 was submitted to the Central Government on 28.2.2013.

PERSONNEL

Particulars under Section 217 (2A) are not applicable, as no employee has been paid more than prescribed limits. Statement in accordance with the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 is annexed.

HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company believes that its people are a key differentiator, especially in a knowledge driven, competitive and a global business environment. Adapting work culture to suit the dynamic balancing of people requirements and employee needs is an ongoing process. Fundamental HR processes which enable higher performance orientation, speed, skill and competency development, talent management are corner stones for the success of any organization.

As in the past, the industrial relations continued to remain cordial in all the divisions of the Company.

LISTING

Your Company''s shares are listed at Bombay Stock Exchange Limited, Madras Stock Exchange Ltd and traded in National Stock Exchange Ltd., under permitted category.

Necessary listing fees for the year have been paid. Company has filed de-listing application with Coimbatore Stock Exchange (CSX) for de-listing of our equity shares. Company has received a letter dated 10.5.2013 from the CSX stating that the CSX ceased to be a recognized stock exchange.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchanges and such statements may be "forward looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

GENERAL

Your Directors acknowledge with gratitude, the co-operation and assistance from Canara Bank, Indian Overseas Bank, IDBI Bank Ltd., and Punjab National Bank.

Your Directors would like to thank all Shareholders, Fixed Deposit Holders, Customers and Employees in appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and continue to grant us prosperity in the years to come.

By Order of the Board

Place : Coimbatore Sudarsan Varadaraj Suresh Jagannathan

Date : 28.05.2013 Director Managing Director

Mar 31, 2012

The Directors present their Fiftieth Annual Report together with the audited statement of accounts for the year ended 31st March 2012. The management discussion and analysis report have been included at the appropriate places in this report.

(Rs.in lakhs)

FINANCIAL RESULTS 31.3.2012 31.3.2011

Total Turnover (Net) 20334.25 20561.27

Profit before financial charges and depreciation 1055.72 1808.23

Less : Financial charges 902.23 718.26

Profit before depreciation 153.49 1089.97

Less : Depreciation 499.09 525.00

Profit / (Loss) before tax (345.60) 564.97

Add/(Less): Provision for tax - Current Ã Ã

- Deferred 124.61 (175.05)

- For prior years Ã 0.29

Net Profit/ (Loss) after tax carried to Balance Sheet (220.99) 390.21

INDUSTRY STRUCTURE AND DEVELOPMENTS Results

The turnover of the company for the year is Rs.204 crores as against Rs.206 crores last year.

The Company has earned an EBIDTA of Rs.1056 lakhs.

The Food Division earned an EBIDTA of Rs.922 lakhs on milling of 55149 Metric tons of wheat accounting for 47 % of the turnover of the company.

The Textile Division has incurred an EBIDTA of Rs.(-)140 lakhs and Engineering Division has earned an EBIDTA of Rs.274 lakhs.

DIVIDEND

Your Directors are unable to recommend a dividend on the paid-up equity share capital of the Company for the year ended 31st March, 2012.

CAPITAL INVESTMENT

We have made a total capital investment of Rs.285 lakhs. These investments will result in increase of production, cost reduction and improvement in quality.

ECONOMIC OUTLOOK FOR THE YEAR

Steep erosion in the value of rupee, sustained high inflation and erratic power supply is a matter of great concern for the economy.

Stringent economic measures are foreseen which might render access to finance difficult and costlier.

The country has seen yet again a higher total production of food grains at 252 million tones. A good monsoon is predicted this year also. These are two favourable factors to keep the economy resilient.

Opportunities, Challenges, Risks & Concerns Food Division

Once again, the country has recorded the highest wheat production. Wheat production is expected to be 90.28 million tons against the earlier estimate of 87 million tons. Government granaries are already full with the earlier crop. This ensures continuous availability of good quality wheat.

The Government has increased the minimum support price steeply by Rs.1,650/- per ton. Railway freight also has gone up by 20%.

These two factors might have an impact on the profitability of this division in the latter part of the year.

Textile Division

Textile industry in the country has gone through a difficult phase last year. Frequent policy changes have resulted in high volatility in the markets and erosion of confidence.

Set back in power availability, frequent disruption and its cost have added to the woes of this industry.

These factors have lead to the unfavourable operations of this division.

Availability of good cotton at favourable prices and anticipated improvement in power availability are positive indication for revival of Textile Division.

Engineering Division

Severe restriction in power availability has impacted the productivity of this division. General slowdown in industrial activity, particularly in the user segments of this division have affected the profitability of this division.

Improved power availability, revival of capital goods and the automotive sector may improve the operations and profitability of this division.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Planned periodic reviews are carried out resulting in identification of control deficiencies and formulation of time bound action plans to improve efficiency. The adequacy of the internal control systems are reviewed by the Audit Committee of the Board of Directors. This, supplemented with existing periodical management reviews, will enable the company to improve its monitoring system at all levels.

The company has internal control procedures commensurate with its size and the nature of its business for purchase of raw materials, plant and machinery, components, other items and sale of goods.

SEGMENT-WISE AND PRODUCT-WISE PERFORMANCE

Segment-wise and product-wise results are given separately under segment reporting

FINANCE

Your company continued to avail need based working capital facilities from Canara Bank and Indian Overseas Bank.

CORPORATE GOVERNANCE

A report on corporate governance is annexed to this report. The Company has complied with the conditions relating to the above as stipulated in Clause 49 of the listing agreement. The certificate from the statutory auditor relating to the above is annexed.

FIXED DEPOSITS

The Company continued to accept fixed deposits during the year and there were no unclaimed deposits as on 31.3.2012.

DIRECTORS

Mr. K.Gnanasekaran and Mr. S.Govindan Directors of the company retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. Mr. V.N.Jayaprakasam re-appointed as Executive Director for a period of two years from 1.7.2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that;

(i) In the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year and of the loss of the company for the year under review.

(iii) The Directors have taken proper and sufficient care 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.

(iv) The Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

AUDITORS

Mr.P.Marimuthu, Auditor of the Company will retire at the forthcoming annual general meeting and is eligible for re-appointment.

M/s Haribhakti & Co., Chartered Accountants, branch auditors for foundry and sheet metal divisions of the company will retire at the forthcoming annual general meeting and are eligible for re-appointment.

Mr.M.Kannan, Cost Accountant has been appointed as Cost Auditor for the year 2011-2012 for the textile and foundry divisions of the company subject to approval by the Central Government. Cost audit report for the year ended 31.3.2011 has been filed on 17.9.2011 before the time limit prescribed under the Act.

PERSONNEL

Particulars under Section 217 (2A) are not applicable, as no employee has been paid more than prescribed limits. Statement in accordance with the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 is annexed.

HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company believes that its people are a key differentiator, especially in a knowledge driven, competitive and a global business environment. Adapting work culture to suit the dynamic balancing of people requirements and employee needs is an ongoing process. Fundamental HR processes which enable higher performance orientation, speed, skill and competency development, talent management are corner stones for the success of any organization.

As in the past, the industrial relations continued to remain cordial at all the divisions of the Company.

LISTING

Your Company's shares are listed at Bombay Stock Exchange Limited, Madras Stock Exchange Ltd and traded in National Stock Exchange Ltd., under permitted category. Necessary listing fees for the year have been paid. Company has filed de-listing application with Coimbatore Stock Exchange for de-listing of our equity shares. Necessary acknowledgement has not been received till date despite reminders.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchanges and such statements may be "forward looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

GENERAL

Your Directors acknowledge with gratitude, the co-operation and assistance from Canara Bank, Indian Overseas Bank, IDBI Bank Ltd., and Punjab National Bank.

Your Directors would like to thank all Shareholders, Fixed Deposit Holders, Customers and Employees in appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and continue to grant us prosperity in the years to come.

By Order of the Board

Place : Coimbatore K.Gnanasekaran Suresh Jagannathan

Date : 25.05.2012 Director Managing Director

Mar 31, 2010

The Directors present their Fortyeighth Annual Report together with the audited statement of accounts for the year ended 31st March 2010. The management discussion and analysis report have been included at the appropriate places in this report.

(Rs.in lakhs)

FINANCIAL RESULTS 31.03.2010 31.03.2009

Profit before financial charges and depreciation 1360.89 659.95

Less : Financial charges 755.22 629.77

Profit before depreciation 605.67 30.18

Less : Depreciation 540.43 533.99

Profit/Loss before tax 65.24 (503.81)

Less : Provision for tax - Current - -

- Deferred 16.27 (74.95)

- Fringe Benefit Tax - 5.91

- For prior years (2.65) -

Net Profit/Loss after tax available for appropriation 51.62 (434.77)

Appropriations

Proposed Dividend - -

Provision for Dividend Tax - -

Transfer to General Reserve - -

Balance adjusted in Profit and Loss Account 51.62 (434.77)

Total 51.62 (434.77)

INDUSTRY STRUCTURE AND DEVELOPMENTS RESULTS

The turnover of the company for the year is Rs.162 crores as against Rs.150 crores last year.

The Company has earned a profit of Rs.65 lakhs after charging Rs.104 lakhs as Voluntary Retirement Scheme Compensation and terminal benefits to employees, public issue expenses and amalgamation expenses to the extent written off during the year.

The Food Division earned a net profit of Rs.337 lakhs

The Food Division milled 46999 Metric tons of wheat and accounted for 51% of the turnover of the company.

The Textile Division has sustained a net loss of Rs.150 lakhs.

Engineering Division has sustained a net loss of Rs.122 lakhs after charging Rs.82 lakhs as Voluntary Retirement Scheme Compensation and terminal benefits.

DIVIDEND

Your Directors are unable to recommend a dividend on the paid-up equity share capital of the Company for the year ended 31st March, 2010.

CAPITAL INVESTMENT

We have made a total capital investment of Rs.448 lakhs. An amount of Rs.384 lakhs was invested in engineering division, Rs.33 lakhs in Food Division and Rs.31 lakhs was invested in Textile Division. These investments will result in increase of production and improvement in quality.

ECONOMIC OUTLOOK FOR THE YEAR

Liberal monetary policies and economic stimulus package extended by the government has resulted in earlier revival of the economy.

G.D.P reached a level of 8.6 % in the last quarter of 2009 - 2010

Growth in exports, increase in agricultural and industrial production, gives confidence that the economic growth will be sustained and improve further.

Opportunities, Challenges, Risks & Concerns

Food Division

Wheat production in the crop year has been satisfactory at 78 million tons.

Ample food grain stocks are available with the government. Import of wheat also continues to be permitted.

This ensures continuous supply of raw material at stable prices, leading to profitable operation of this division.

Further, in view of the comfortable wheat stock level, government might allow export of wheat products which will result in better capacity utilization.

Textile Division

Production of raw cotton is expected to be higher by 6 to 7% this year, leading to supply of raw material at stable and favourable price.

It is gratifying that global economy has seen a revival and demand for both apparel and yarn increased considerably. Policies announced by government is conducive for the satisfactory growth and profitability of Textile Industry.

However, availability of quality power continues to be a major concern.

Unfavourable economic condition in Europe and volatility of Euro currency may impact the export markets adversely.

Engineering Division

Demand for the products of Foundry and Sheet Metal Division continues to be good.

Modernisation, addition of balancing equipment and quality control instrumentation has been completed in this Division.

Benefit of these efforts will accrue this year leading to better profitability.

Power being a major input in the foundry operation, uncertainity in power availability might affect the operations of this division.

Unbridled growth in inflation leading to stringent government measures may affect availability and cost of finance adversely.

This may have grave impact on operations and profitability of all Divisions.

FOREIGN EXCHANGE DERIVATIVE CONTRACT

A forex derivative contract entered for a value of Rs.500 lakhs which was unwound during May-2009 resulting in a loss of Rs.9788700/- which included interest during the financial year 2009-2010

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Planned periodic reviews are carried out resulting in identification of control deficiencies and formulation of time bound action plans to improve efficiency. The adequacy of the internal control systems are reviewed by the Audit Committee of the Board of Directors. This, supplemented with existing periodical management reviews, will enable the company to improve its monitoring system at all levels.

The company has internal control procedures commensurate with its size and the nature of its business for purchase of raw materials, plant and machinery, components and other items and sale of goods.

SEGMENT-WISE AND PRODUCT-WISE PERFORMANCE

Segment-wise and product-wise results are given separately under segment reporting.

FINANCE

Your company continued to avail need based working capital facilities from Canara Bank and Indian Overseas Bank.

CORPORATE GOVERNANCE

A report on corporate governance is annexed to this report. The Company has complied with the conditions relating to the above as stipulated in Clause 49 of the listing agreement. The certificate from the statutory auditor relating to the above is annexed.

FIXED DEPOSITS

The Company continued to accept fixed deposits during the year and there were no unclaimed deposits as on 31.03.2010.

DIRECTORS

Mr.Sudarsan Varadaraj and Mr.K.Gnanasekaran retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that;

(i) In the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year and of the profit of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care 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.

(iv) The Directors have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

AUDITORS

Mr.P.Marimuthu, Auditor of the Company will retire at the forthcoming Annual General Meeting and is eligible for re-appointment.

The Board proposed M/s Haribhakti & Co., Chartered Accountants as branch auditor for foundry and sheet metal division of the company in the place of retiring auditors M/s Suri & Co., and M/s Srivatsan & Gita, Chartered Accountants to hold office from the conclusion of the annual general meeting to until the conclusion of the next annual general meeting.

The Board of Directors placed on record their appreciation of the valuable contribution contributed by M/s Suri & Co., and M/s Srivatsan & Gita, Chartered Accountants during their association with the company.

Mr.M.Kannan, Cost Accountant has been appointed as Cost Auditor for the year 2010-2011 subject to approval by the Central Government.

PERSONNEL

Particulars under Section 217 (2A) are not applicable, as no employee has been paid more than prescribed limits. Statement in accordance with the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 is annexed.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the listing agreement with Stock Exchanges and such statements may be forward looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

GENERAL

Your Companys shares are listed at Bombay Stock Exchange Limited, Madras Stock Exchange Ltd and traded in National Stock Exchange Ltd., under permitted category. Necessary listing fees for the year have been paid. Company has filed de-listing application with Coimbatore Stock Exchange for de-listing of our equity shares. Necessary acknowledgement has not been received till date.

During the year under review industrial relations continued to be cordial.

Your Directors acknowledge with gratitude, the co-operation and assistance from Canara Bank, Indian Overseas Bank, IDBI Bank Ltd., IREDA and Punjab National Bank.

Your Directors would like to thank all Shareholders, Fixed Deposit Holders, Customers and Employees in appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and continue to grant us prosperity in the years to come.

By Order of the Board

Place : Coimbatore K .Gnanasekaran Suresh Jagannathan

Date :27th May, 2010 Director Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

More Information on Kovilpatti Lakshmi Roller Flour Mills Ltd.

Kovilpatti Lakshmi Roller Flour Mills Ltd. Tools
Bulk Deals
Kovilpatti Lakshmi Roller Flour Mills Ltd. Company Details
Company Profile
Company History
Management Team
Capital Structure
Product Mix
Banker/Auditor/Registrar
Company History
Rights
BSE Price History
NSE Price History
Kovilpatti Lakshmi Roller Flour Mills Ltd. Key Financial Ratios
Ratios
Kovilpatti Lakshmi Roller Flour Mills Ltd. Results
Quarterly Results
Half Yearly Results
Nine Months Results
Annual Results
Kovilpatti Lakshmi Roller Flour Mills Ltd. Financial Data
Audited Results
Cash Flow
Balance Sheet
Kovilpatti Lakshmi Roller Flour Mills Ltd. Reports
Accounting Policies
Auditors Report
Directors Report
Notes To Account
Kovilpatti Lakshmi Roller Flour Mills Ltd. Corporate Announcements
Book Closure
Dividend
Board Meetings
Change of Name

Notifications

Settings

Clear Notifications

Notifications

Use the toggle to switch on notifications

Block for 8 hours
Block for 12 hours
Block for 24 hours
Don't block

Gender

Select your Gender

Age

Select your Age Range

Sign Out

Directors Report of Kovilpatti Lakshmi Roller Flour Mills Ltd.

in Lakhs)

REVIEW OF BUSINESS OPERATIONS

FINANCE

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

SCHEME OF AMALGAMATION AND ALTERATION OF MEMORANDUM OF ASSOCIATION

SHARE CAPITAL AND ALTERATION OF MOA

TRANSFER TO RESERVES

DIVIDEND

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

COPY OF ANNUAL RETURN

/ BOARD AND COMMITTEE MEETINGS

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

DIRECTORSâ RESPONSIBILITY STATEMENT

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

DECLARATION OF INDEPENDENT DIRECTORS ''

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

STATUTORY AUDITORS AND BRANCH AUDITORS

COST AUDITOR AND MAINTENANCE OF COST RECORDS

SECRETARIAL AUDITORS

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

f STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY '' FOR THE COMPANY

DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

DIRECTORS AND KEY MANAGERIAL PERSONNEL

'' CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND '' OUTGO

A. CONSERVATION OF ENERGY

B. TECHNOLOGY ABSORPTION

ii) ExPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

C. FOREIGN ExCHANGE EARNINGS AND OUTGO

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

FIxED DEPOSITS

DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

VIGIL MECHANISM / WHISTLE BLOWER POLICY

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

'' LISTING

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

DISCLOSURE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

ACKNOWLEDGEMENTS

Sharath Jagannathan Suresh Jagannathan

More Information on Kovilpatti Lakshmi Roller Flour Mills Ltd.

Kovilpatti Lakshmi Roller Flour Mills Ltd. Tools

Kovilpatti Lakshmi Roller Flour Mills Ltd. Company Details

Company History

Kovilpatti Lakshmi Roller Flour Mills Ltd. Key Financial Ratios

Kovilpatti Lakshmi Roller Flour Mills Ltd. Results

Kovilpatti Lakshmi Roller Flour Mills Ltd. Financial Data

Kovilpatti Lakshmi Roller Flour Mills Ltd. Reports

Kovilpatti Lakshmi Roller Flour Mills Ltd. Corporate Announcements

^/ BOARD AND COMMITTEE MEETINGS

DIRECTORSâ RESPONSIBILITY STATEMENT

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

^f STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY '' FOR THE COMPANY

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE