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बीएसई: 532889  |  NSE: KPRMILL  |  ISIN: INE930H01023  |  Textiles - Readymade Apparels

खोजें केपीआर मिल कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

Dear Members,

The Board of Directors’ take pleasure in presenting the report on the operations and business of the Company along with Audited Financial Statements for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars

Standalone

Consolidated

Sales and Other Income:-

2017-18

2016-17

2017-18

2016-17

Domestic Sales

1,66,045

1,52,162

1,74,661

1,69,259

Export Sales

77,255

64,200

1,14,104

1,01,395

Other Income

9,359

8,264

15,097

13,755

2,52,659

2,24,626

3,03,862

2,84,409

Profit before Interest & Depreciation

44,502

47277

58,943

59,074

Less: Interest

3,049

4,503

5,156

6,445

Depreciation

10,497

11,743

13,985

14,939

Profit Before Tax

30,956

31,031

39,802

37690

Less: Taxation:-

Provision for Current Tax

8,050

7,668

10,094

9,119

Tax relating to earlier years

213

(166)

232

(159)

Less : MAT Credit Entitlement

28

1,420

8,263

7,502

10,298

7540

Deferred Tax expense / Credit

196

(313)

466

1,468

Profit After Tax

22,497

23,842

29,038

28,682

Other Comprehensive Income (Net of tax)

30

15

30

15

Total Comprehensive Income

22,527

23,857

29,068

28,697

REVIEW OF OPERATIONS

Despite the difficult market scenario caused by the GST the Company’s performance has been good. The enhanced capacity in Garment and Processing has started contributing to the performance and its full fledged performance can be expected from the current year onwards. We are happy to inform that the Garment revenue has crossed Rs. 1000 Crores and the consolidated revenue has crossed Rs. 3000 Crores. The Standalone revenue has recorded 12% growth over previous year. The availability of power in the State continues to be comfortable. Though the Industiy has been facing labour shortage we are able to mobilize the required workforce due to commendable labour welfare practices followed by the Company.

PROPOSAL FOR NEW APPAREL UNIT AT ETHIOPIA

We are glad to announce the proposal for our maiden investment abroad. In response to the invitation extended by the Government of Ethiopia for setting up of Apparel manufacturing Unit in Ethiopia offering various incentives and concessions and considering the lucrative advantages, it is proposed to set up an Apparel Manufacturing Unit at Mekelle Industrial Park promoted by Ethiopian Investment Commission. We are planning to incorporate a separate Subsidiary Company at Ethiopia to establish and run the said Apparel unit. We have visited the place and initial discussions with the Authorities are in progress.

FUTURE OUTLOOK

With the Textile Industiy settling in to the GST regime gradually, it is expected that the initial glitches might be sorted out during the current year. The cotton prices are expected to remain firm, domestic demand for cotton yarn has started showing signs of restoration with most of the headwinds witnessed during the GST transition and changes in export incentive structure subsiding. The continuous support from the International Buyers is much encouraging and with the stable outlook for cotton for fiscal 2018-19, the margins may expand due to softening in cotton prices, better consumer spending outlook. Maiden initiatives towards exploring the new avenues to strengthen the Growth prospects are in place. We hope that the inherent key strengths and prospective initiatives shall further intensify our growth prospects.

BUYBACK

The Board of Directors of the Company announced a Buyback of 13,35,000 fully paid-up equity shares (1.81% of the pre Buyback equity share capital) of the face value of Rs. 5/- each from all the existing shareholders on a proportionate basis, through the “Tender Route” process at a price of Rs. 810 per Equity Share payable in cash. The total consideration amounted to Rs. 108.14 Crores representing 9.81% of the aggregate of the paid-up equity share capital and free reserves, as per the audited accounts of the Company for the year ended March 31,2017. After complying with the applicable laws, the Company bought back 13,35,000 Equity Shares. The funds in respect of accepted Equity Shares have been paid out. Buyback was completed on 13th April, 2018. The Promoters who have participated in the Buyback offer re-organized their stake to the permitted levels subsequently as per their undertaking to SEBI. The present Paid up Capital Post Buyback is Rs. 36.28 Crores.

DIVIDEND

The Board in its meeting held on 30.04.2018 has recommended a Dividend of 15% on Equity Shares of Rs. 5 each (Rs. 0.75), subject to the approval of the Members at the Fifteenth Annual General Meeting.

RESERVES

During the year under review the Company has transferred Rs. 1,126 Lakhs to the General Resen/e.

FINANCE

Our prompt repayments of loan and interest continued. The funds are effectively managed to reduce the cost of interest. During the year, we have availed additional term loans to fund the expansion Projects. The comfortable cash position is expected to continue with the prospective outlook.

SUBSIDIARY COMPANIES

In respect of statements pursuant to Section 129(3) of the Companies Act, 2013 (Hereinafter referred to as the ‘ActO in ‘Form AOC - 1’ containing the details of following Wholly Owned Subsidiary Companies forms part of this Annual Report. However as required by the ‘Act’, we give below a brief report on their performance.

I. QUANTUM KNITS PVT. LIMITED

II. K.P.R SUGAR MILL LIMITED

III. jAHNVI MOTOR PRIVATE LIMITED

IV. GALAXY KNITS LIMITED

QUANTUM KNITS PVT LIMITED

The garment business has been consolidated for effective management.

KP.R SUGAR MILL LIMITED

Higher sugar cane output and yield pegged the sugar production of the Countiy for the year 2017-18. The sugarcane crushing commenced in November 2017 could produce 88,136 MT of sugar as against 32,995 MT of last year. Out of 857 Lakh units of power generated 596 Lakh units were sold and 261 Lakh units captively consumed.

JAHNVI MOTOR PRIVATE LIMITED

Though the year started with the recoveiy from the impact of demonetisation, the GST challenges and changes to tax rates on luxury Cars have lead to a slow growth. During the year the Company booked a revenue of Rs. 92.60 Crores. It’s performance is expected to be stable in the current year.

GAIAXY KNITS UMITED

The Company has not yet commenced its operation.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year under review.

DIRECTORS

The Company has adequate Independent Directors in compliance with the Act and Listing Regulations. Familiarization Program on the Company and its operation was conducted for the Independent Directors. Requisite declaration from the Independent Directors of the Company under Section 149 (7) of the Act confirming that they meet with the criteria of their Independence laid in Section 149 (6) have been obtained. As the 5 years term of the Independent Directors viz, Mr. KNV. Ramani, Dr. K. Sabapathy, Mr. G.P. Muniappan, Mr. A.M. Palanisamy, Mr. C. Thirumurthy appointed in the 11th AGM will be over by 31st March 2019, suitable Special Resolutions for their re-appointment for a further term of 5 years have been included in the notice of the ensuing AGM. The Nomination & Remuneration Committee and the Board recommend their re-appointment.

Mr. E.K. Sakthivel, Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The details of the aforesaid Directors, required to be disclosed under Regulation 36(3) of the Listing Regulation, form part of the Notice of the ensuing Annual General Meeting. Your Directors recommend his re-appointment. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 (2) of the Act.

KEY MANAGERIAL PERSONNEL AND MANAGERIAL REMUNERATION CRITERIA

In pursuance of the Act the Company has Key Managerial Personnel. None of the Managing Directors or Whole Time Directors receives any remuneration or commission from the Subsidiary Companies and the remuneration paid to them is within the purview of the provisions of Section 197 of the Act. The Company pays remuneration by way of salary, perquisites etc., to its Chairman, Managing Directors and fixed monthly remuneration to its Executive Directors and Whole Time Director in line with the approvals accorded by the General Meetings in pursuance of the recommendation of the Nomination and Remuneration Committee as per the guiding principles laid down in the Nomination and Remuneration Policy. The information as required by Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended.

ANNUAL PERFORMANCE EVALUATION

In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of all Directors, Committees, Chairman etc., have been evaluated pursuant to the provisions of the Act and the Listing Regulations.

COMMITTEES

As required by the provisions of the Act and Listing Regulation, the Company has already formed the following Committees, the details of which are disclosed in the Report on Corporate Governance forming part of this Report.

I. Audit Committee

II. Stake Holders Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility (CSR) Committee

POLICIES

In pursuance of the Act and the Listing Regulation, the following policies have been framed and disclosed on the Company’s website ‘www.kprmilllimited.com’

I. Nomination & Remuneration Policy

II. Related Party Transaction Policy

III. CSR Policy

IV. Whistle Blower Policy consisting of Vigil Mechanism

V. Policy on Determining Material Subsidiaries

VI. Code for Fair Disclosure

VII. Risk Management Policy

VIII. Dividend Distribution Policy

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17(9) of the Listing Regulation, the Company has framed a Risk Management Policy. In the opinion of the Board there appears to be no element of risk which may threaten the existence of the Company.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has an established Vigil Mechanism for Directors / Employees to report concerns about unethical behaviors, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors / Employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the Audit Committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters. All suspected violations and Reportable Matters can be reported to the Chairman of the Audit Committee at e-mail id ‘whistleblower@kprmill.com’. The key directions/actions can be informed to the Chairman/Managing Director of the Company. The Whistle Blower Policy has been framed and displayed in the company website.

CSR EXPENDITURE

During the year, in pursuance of the recommendations of the CSR committee the Company has contributed Rs. 481.75 Lakhs being 2% of the average three years net profit of the Company towards implementing the CSR activities. Annual Report on CSR, as required by the Act, is appended.

BOARD MEETINGS

The Board of Directors met Five times during the financial year on 03.05.2017, 25.07.2017 30.10.2017 06.02.2018 and 22.02.2018. The Composition of Board, procedure, dates and other details are included in the Corporate Governance Report that forms part of this Report.

CONSOUDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the provisions of the ‘Acf and the Listing Regulations entered into with the Stock Exchanges. They are prepared in accordance with the Ind-AS prescribed by the Institute of Chartered Accountants of India, in this regard. The Consolidated Financials also marked a significant increase in its Revenue as well as Profitability.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has duly complied with the provisions of Section 186 of the Act and as required therein the details of the Borrowals, Security, Investment etc., are annexed byway of notes to accounts.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were only between Holding Company and Wholly owned Subsidiary Companies in the ordinaiy course of business, whose accounts are consolidated with Holding Company and placed before the shareholders at the General Meeting for approval. Pursuant to the provisions of Section 177 of the Companies Act, 2013 the related party transactions entered during the year have been approved by the Audit Committee.

The Transactions as required under Inidan Accounting Standards 24 are reported in Note 37 of the Notes to Accounts of the Consolidated Financial Statements as well as Standalone Financial Statements of your Company. The Company’s Policy on dealing with related party transactions is available on the Company’s website.

EMPLOYEE WELFARE

KPR explicitly focus on extending trendsetter welfare facilities to the employees as it improves the quality of work life by enriching their life style keeping them satisfied and contended. KPR’s Employee welfare includes providing healthy working environment, upgrading their education & skill level thus improving the standard of living of the employees and their families. Adequate levels of earnings, safe and humane conditions of work and access to some minimum social security benefits are the major qualitative dimensions of employment. The social and economic aspects of the life of an employee have a direct influence on the social and economic development of the nation. There is every need to take additional care of the employees by providing both statutoiy and non-statutory facilities to them. KPR always go the extra mile by practicing various welfare activities so as to empower the human capital besides strengthening their productivity level.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretaiy in advance.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and also for the matters incidental thereto. The Company has accordingly adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing prohibiting and redressing sexual harassment of female employees at all the workplace within the Company which are based on fundamental principles of justice and fair play.

Further, Anti Sexual Harassment Committee has been constituted at each unit which shall be responsible for redressal of complaints related to sexual harassment. The details of all such Complaints and its proper redressal through prompt corrective steps are informed to the Top Management so as to ensure that suitable processes and mechanisms are put in place to ensure that issues of sexual harassment, if any, are effectively addressed. During the year, no complaints of sexual harassment were received by the Company from any of its Units.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act read with the Companies (Accounts) Rules, 2014 are provided in the Annexure to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that;

I. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected 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 record 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 arranged preparation of the accounts for the financial year ended 31.03.2018 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.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Corporate Governance Report and Management Discussion and Analysis Statement are attached to this Report. Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulation is also attached to this report.

BUSINESS RESPONSIBILITY REPORT

In pursuance of Regulation 34(2) (6) of the SEBI (LODR) Regulations, 2015, the Business Responsibility Report, containing the initiatives taken by the company from environmental, social and governance perspective, forms part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The details of internal financial control and their adequacy are included in the Report of management Discussion & Analysis, which forms part of this report.

RATIO OF REMUNERATION TO EACH DIRECTOR

Details / Disclosures of Ratio of Remuneration of Director to the median employee’s remuneration as required by the Act and Companies Rules are appended.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS

No significant and material order was passed by any Regulators that have any impact on the going concern status and the operations of the Company.

DETAILS REGARDING ISSUE OF SHARES

During the year under review the Company has not issued any shares. However the Company has resorted to Buyback.

AUDITORS

In the 14th Annual General Meeting of the Company held on 28.08.2017, M/s. BSR & Co LLP, Chartered Accountants (ICAI Firm Regn. No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a period of 5 Years from the Financial Year 2017 - 18, subject to ratification at every Annual General Meeting, as per the requirements of the Companies Act 2013. However, the Companies Amendment Act 2017 has dispensed with the requirement of ratification at every Annual General Meeting. The Board recommends the continuity of BSR & Co LLP, Chartered Accountants as Auditors for the FY 2018-19.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualification.

COST AUDIT

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company has appointed a Cost Auditor for the Company to audit the cost records for the Financial Year 2017-18.

SECRETARIAL AUDIT REPORT

As required by the Act a Secretarial Audit Report issued by a Company Secretary in practice is annexed.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and express their appreciation for the assistances and co-operation received from the Bankers, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to thank the employees at all levels for their co-operation and dedication.

By order of the Board of Directors

Coimbatore K.P. Ramasamy

30.04.2018 Chairman

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `335 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `2409 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `4293 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `1664 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `1753 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `912 Cr की खरीदारी
  • MARKET CUES : स्टॉक ऑप्शंस में `36 Cr की बिकवाली
  • JEFFERIES ON SUN PHARMA : BUY रेटिंग, लक्ष्य बढ़ाकर `530/Sh
  • CS ON SUN PHARMA : Neutral रेटिंग, लक्ष्य `400/Sh
  • CLSA ON SUN PHARMA : BUY रेटिंग, लक्ष्य घटाकर `560/Sh

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