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DIRECTOR'S REPORT

KEC International Ltd.

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Market Cap. (₹) 7171.48 Cr. P/BV 2.95 Book Value (₹) 94.72
52 Week High/Low (₹) 341/230 FV/ML 2/1 P/E(X) 14.47
Bookclosure 23/07/2019 EPS (₹) 19.28 Div Yield (%) 0.97
Year End :2019-03 

The Directors are pleased to present the Fourteenth Annual Report of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2019.

1. FINANCIAL RESULTS

(Rs. in Crore)

Particulars

Consolidated

Standalone

FY 2018-19

FY 2017-18

FY 2018-19

FY 2017-18

Revenue from Operations

11,000.53

10,090.98

10,117.80

9,075.74

EBITDA

1,149.91

1,005.72

1,086.74

910.13

Finance Cost

311.86

229.37

284.15

195.81

Depreciation & Amortisation

117.13

109.74

105.52

95.43

Profit Before Tax

756.93

690.24

735.19

641.48

Tax Expenses

261.16

229.82

237.50

211.43

Profit After Tax

495.77

460.42

497.69

430.05

Dividend on equity shares (including tax on dividend)

83.68

74.26

83.68

74.26

2. PERFORMANCE

Financial Performance

The Company continued its growth trajectory in FY 2018-19 with a 9 percent growth over FY 2017-18, achieving a turnover of Rs. 11,000.53 Crore on a consolidated basis. Profitability showed improvement with EBITDA margins expanding to reach 10.5 percent vis-a-vis 10 percent in FY 2017-18, on a consolidated level. The net profit for the year was Rs. 495.77 Crore as against Rs. 460.42 Crore in FY 2017-18, a growth of 7.61 percent. Interest as a percentage to sales stood at 2.8 percent for the year as against 2.3 percent for FY 2017-18. Higher interest rates in India and globally contributed in part to the increase in Finance Costs. On a standalone basis, the Company achieved a turnover of Rs. 10,117.80 Crore and a net profit of Rs. 430.05 Crore.

During the year, the Company secured orders of Rs.14,084 Crore, ending the year with a robust order book of Rs. 20,307 Crore as against Rs. 17,298 Crores at the end of the previous year, a growth of over 17 percent.

Power Transmission & Distribution (T&D) - The Power Transmission and Distribution business continues to be the Company’s largest business vertical, which includes turnkey construction of power transmission lines as well as the construction of Gas Insulated Substations (GIS) and Air Insulated Substations (AIS). During the year, the T&D business secured orders of Rs. 8,791 Crore across both domestic and international markets, majorly contributed by India, SAARC and MENA regions.

During the year, the domestic market witnessed a slowdown in orders from State Electricity Boards (SEBs) and Private players. However, the Company has successfully broadened its customer base to include new SEBs in its client list.

Railways - The Railway business continued its growth trajectory with order inflows for the year of over Rs. 3,000 Crore and a large unexecuted order base of over Rs. 5,000 Crore. The business doubled its revenues to Rs. 1,918 Crore in FY 2018-19 against Rs. 844 Crore in FY 2017-18.

Civil - The Civil business bagged orders of Rs. 718 Crore in FY 2018-19 and has achieved revenues of Rs. 498 Crore, almost double of the previous year. During the year, it continued to expand its client base, as well as sub segments securing orders from the FMCG sector and select residential projects.

Solar - The Company completed the execution of one of its large projects from APGENCO during the year and secured new orders of Rs. 206 Crore. While the GST rate anomalies have been rectified by the Government during the year, the domestic markets continue to be volatile on pricing.

Cables - The Cables business has grown by 17 percent as compared to the previous year with revenues of Rs. 1,183 Crore for FY 2018-19. The revenue growth has been delivered on the back of higher exports and HT/EHV cables sales. The consolidation of the Silvassa plant operations with Vadodara plant has also led to improvement in operational efficiencies in the business.

3. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Rs. 2.70 per equity share i.e. 135 percent of the nominal value of Rs. 2/- each for the financial year ended March 31, 2019 (previous year final dividend of Rs. 2.40 per equity share of nominal value of Rs. 2/- each). The dividend, if approved by the Members in the ensuing Annual General Meeting, would involve a cash outflow of Rs. 83.68 Crore, including Dividend Distribution Tax of Rs. 14.27 Crore. The said Dividend Distribution Tax on the proposed dividend shall be set-off to the extent of the income tax paid/ payable by the Company on the dividend received/ to be received by the Company from its subsidiaries during the current FY 2019-20.

I n terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”), the Company has formulated a Dividend Distribution Policy which is enclosed herewith as Annexure ‘A’, and is also available on the website of the Company athttp://www.kecrpg.com/policies.

4. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2019 was Rs. 51.42 Crore. There was no change in the share capital during the year under review.

5. DEBENTURES

As on March 31, 2019, the Company has 2,500 secured, rated, listed, non-convertible, redeemable, taxable Debentures (Series I, II and III) of the face value of Rs. 1,000,000/- each aggregating to Rs. 250 Crore issued on a private placement basis. The redemption/ repayment is in accordance with the terms of the respective Series of Debentures. These Debentures are listed on BSE Limited.

6. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Companies Act, 2013 (“the Act”) and the Rules framed thereunder. As on March 31, 2019, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans given, investments made and guarantees given & securities provided during the year under review, are in compliance with the provisions of the Section 186 of the Act and Rules made thereunder and details thereof are given in the Notes to the Standalone Financial Statements.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of SEBI Listing Regulations are set out and form part of this Annual Report.

9. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, form part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

10. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company has sixteen subsidiaries as on March 31, 2019 comprising of six direct subsidiaries and ten step down subsidiaries. It also has one associate company in India and one step down Joint Venture company in Malaysia.

During the year, the Company divested its entire stake in the subsidiary, KEC Bikaner Sikar Transmission Private Limited and consequently it ceased to be the subsidiary of the Company w.e.f. February 08, 2019.

During the year, the Company through its step-down subsidiary KEC International (Malaysia) SDN. BHD. has incorporated a step-down Joint Venture company in Malaysia namely KEC GHCS (Malaysia) SDN. BHD.

Performance Highlights

The Company has four operating subsidiaries, three subsidiaries functioning as special purpose vehicles and nine subsidiaries are non-operating companies. Further, the Company has one associate company which is a company incorporated under Section 8 of the Act for the welfare of the past employees and one newly incorporated step down joint venture company which is yet to commence business.

The performance highlights of operating subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31, 2019 are as under:

Subsidiary

Performance during FY 2018-19 (Rs. in Crore)

Contribution to overall performance of the Company (%)

Revenue

Profit After Tax

Revenue

Profit After Tax

Al Sharif Group & KEC Ltd. Co.

311.60

46.38

2.83

9.36

SAE Towers Brazil Torres de Transmisao Ltda.

645.30

35.30

5.87

7.12

SAE Towers Mexico, S de RL de CV.

300.40

(7.91)

2.73

(1.60)

SAE Towers Ltd.

208.71

0.48

1.90

0.10

Pursuant to the provisions of sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the Financial Statements of each of the subsidiaries, associate and Joint Venture companies are set out in the prescribed Form AOC-1, which forms part of the Financial Statements section of the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are uploaded on the website of the Company i.e. www.kecrpg.comunder ‘Investors’ tab and shall also be available for inspection by any Member at the Registered Office of the Company on all working days (Monday to Friday) during business hours till the date of ensuing Annual General Meeting. Any Member desirous of having a copy of Financial Statements of subsidiary companies can obtain the same from the Company by making a written request in this regard.

Pursuant to SEBI Listing Regulations, the Company has formulated a policy for determining its ‘material subsidiaries’. The said Policy is uploaded on the website of the Company athttp://www.kecrpg.com/policies.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended on March 31, 2019, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on March 31, 2019;

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

4. we have prepared the annual accounts for the financial year ended on March 31, 2019 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

12.1 Directors

Mr. Ramesh D. Chandak, who has been a Non-Executive Director since April 2, 2015, was appointed by the Board as an Independent Director for a period of five years w.e.f. May 8, 2019, subject to the approval of Members in the ensuing Annual General Meeting.

Mr. S. M. Kulkarni, Mr. G. L Mirchandani, Mr. D. G. Piramal, Mr. S. M. Trehan and Mr. Vinayak Chatterjee, who were appointed as “Independent Directors” by the Members at the Ninth Annual General Meeting of the Company effective July 28, 2014 for a period of five years up to July 27, 2019, will be completing their first term as Independent Directors and are eligible for re-appointment for a second term of five years.

Mr. S. M. Kulkarni, Independent Director has expressed his desire not to be re-appointed for a second term as an Independent Director. The Board has placed on record its sincere appreciation for the valuable contributions made by Mr. Kulkarni during his long association with the Company as Director of the Company.

The evaluation of Independent Directors was conducted by the entire Board of Directors (excluding the Director being evaluated). Based on the evaluation, the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on May 7, 2019 and May 8, 2019 have recommended the re-appointment of Mr. G. L. Mirchandani, Mr. D. G. Piramal, Mr. S. M. Trehan and Mr. Vinayak Chatterjee as Independent Directors, not liable to retire by rotation, for a second terms of five consecutive years commencing from July 28, 2019 upto July 27, 2024, subject to approval of the Members by special resolution at the ensuing Annual General Meeting of the Company. The said Directors have given their consent for re-appointment and have also confirmed that they retain the status as Independent Directors and do not suffer from any disqualifications for re-appointment.

Mr. Vimal Kejriwal was appointed as Managing Director & CEO of the Company by the Members on March 30, 2015 effective April 1, 2015 for a period of 5 years. The present term of Mr. Vimal Kejriwal as Managing Director & CEO is completing on March 31, 2020. Based on the performance evaluation of Mr. Vimal Kejriwal, the Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on May 7, 2019 and May 8, 2019 have recommended and approved the re-appointment of Mr. Vimal Kejriwal as Managing Director and CEO of the Company w.e.f April 1, 2020 for a further period of two years, subject to approval of Member at the ensuing Annual General Meeting.

Pursuant to the provisions of sub-section (6) of Section 152 of the Act, Mr. Vimal Kejriwal, Managing Director & CEO, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations, brief resume, expertise and other details of the Director(s) proposed to be appointed/ re-appointed are given in the Notice convening the ensuing Annual General Meeting.

The Board recommends the appointment/ re-appointment of Directors as stated above in the ensuing Annual General Meeting.

12.2 Key Managerial Personnel (KMP)

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons were Key Managerial Personnel of the Company as on March 31, 2019:

1. Mr. Vimal Kejriwal, Managing Director & CEO;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Amit Kumar Gupta, Company Secretary.

During the year, Mr. Ch. V. Jagannadha Rao, Vice President-Legal & Company Secretary resigned from the services of the Company with effect from April 30, 2018. Mr. Amit Kumar Gupta, Head-Secretarial, who was appointed as “Compliance Officer” with effect from May 01, 2018, was also appointed as Company Secretary on November 2, 2018.

12.3 Declaration by Independent Directors

I n terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendment thereof, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as provided in the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

12.4 Board Evaluation

The Board has carried out annual performance evaluation of its own performance, the Directors individually and of its Committees as mandated under the Act and SEBI Listing Regulations. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

The Directors were provided with an electronic platform to record their views and a consolidated report was generated by the agency based on the views expressed by all the Directors. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors.

Further, a meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Directors of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and SEBI Listing Regulations. The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared with the Chairman of the Company.

12.5 Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is annexed to this Report as Annexure ‘B’.

12.6 Meetings of the Board of Directors

During the year, the Board of Directors met six times. The details are given in the Corporate Governance Report annexed to the Annual Report.

12.7 Meetings of the Audit Committee

During the year, the Audit Committee met seven times. The details of the meetings, composition and terms of the reference of the Committee are given in the Corporate Governance Report.

13. AUDITORS

13.1 Statutory Auditors

Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm’s Registration No. 012754N/N500016) (“PwC”), were appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the Twelfth Annual General Meeting until the conclusion of the Seventeenth Annual General Meeting.

The said appointment of the Statutory Auditors was required to be ratified at every Annual General Meeting. However, pursuant to the amendment in the proviso to Section 139 which has been made effective on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting has been omitted. In view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the Notice of ensuing Annual General Meeting. Pursuant to the same, PwC continues to hold the office of Statutory Auditors for the FY 2019-20.

The Statutory Auditors’ Report for the FY 2018-19 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 of the Act.

13.2 Branch Auditors

In terms of provisions of sub-section (8) of Section 143 of the Act read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. The Board of Directors seek approval of the Members to authorise the Board of Directors/ Audit Committee to appoint Auditors for the branch offices of the Company and also to fix their remuneration. The Board of Directors recommends to the Members the resolution, as stated in Item No. 4 of the Notice convening the ensuing Annual General Meeting.

13.3 Cost Auditors

In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records, in respect of manufacturing of Steel towers and Cables, are required to be audited by a qualified Cost Accountant. The Cost Auditors’ Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Board of Directors, upon the recommendation of the Audit Committee, has appointed M/s. Kirit Mehta and Associates, Cost Accountants (Firm’s Registration No.: 000353) to conduct audit of the cost records of the Company for the FY 2019-20. In accordance with the above provisions, the remuneration payable to the Cost Auditor is required to be ratified by the Members in a General Meeting. Accordingly, the Board of Directors recommends to the Members, the resolution as stated in Item No.5 of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the FY 2017-18 with the Ministry of Corporate Affairs on August 31, 2018.

13.4 Secretarial Auditors

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the FY 2018-19. The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure ‘C’. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

14. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee, in terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, inter alia to give strategic direction to the CSR initiatives, formulate and review annual CSR plans and programmes, formulate annual budget for the CSR programmes and monitor the progress on various CSR activities. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report. In accordance with Schedule VII of the Act, the Company had adopted a CSR Policy outlining various CSR activities to be undertaken by the Company in the areas of health, water, sanitation, promoting education, skill development etc. The CSR policy of the Company is available on the Company’s website i.e. www.kecrpg.com under ‘Investors’ tab.

During the year under the review, the Company was required to spend 2 percent of the average net profits for the preceding three financial years calculated in terms of the provisions of Section 198 of the Act. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure ‘D’.

15. POLICY ON CODE OF CONDUCT & ETHICS AND SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics (“RPG Code”) applicable to all the Directors and employees of the Company. The Code provides for the matters related to governance, compliance, ethics and other matters.

The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace (“the Policy”) to ensure prevention, prohibition and redressal of sexual harassment at workplace in accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy has been formed to prohibit, prevent or deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. The Company is an equal employment opportunity provider and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy and the Policy is gender neutral. During the year under review, no complaints of any nature were received.

16. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of SEBI Listing Regulations is implemented by the Company through a Whistle Blower Policy to enable the Directors, its employees to voice their concerns or observations without fear, or raise reports of instance of any unethical or unacceptable business practice or event of misconduct/ unethical behavior, actual or suspected fraud and violation of RPG Code etc. to the Corporate Ethics and Governance Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. The Policy also provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Policy can be accessed on the Company’s website i.e. www.kecrpg.com under ‘Investors’ tab.

17. RISK MANAGEMENT POLICY

The Company is engaged in Engineering, Procurement and Construction (“EPC”) business and is exposed to various risks in the areas it operates. The Company has a well-defined risk management framework in place which works at various levels across the enterprise. The risk management mechanism forms an integral part of the business planning and review cycle of the Company and it is designed to provide reasonable assurances that goals are achieved by integrating management control into daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Company’s financial reporting and its related disclosures. The identification, analysis and putting in place the process for mitigation of these risks is an ongoing process.

The Company has formed an internal Risk Management Committee of Senior Management and also takes help of external professionals to identify various risks on periodical basis. The Audit Committee reviewed these risks on periodical basis and ensured that the mitigation plan is in place. The Board of Directors of the Company at its meeting held on January 29, 2019 has constituted a Risk Management Committee of Directors as mandated by SEBI Listing Regulations for Top 500 companies determined on the basis of Market Capitalisation. The Company also has a mechanism in place to inform the Board members about risk assessment, minimization procedures and periodical review thereof.

The risks faced by the Company and the various measures taken by the Company are detailed in Management Discussion and Analysis section.

18. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm’s length basis. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. Disclosures as required under Indian Accounting Standards (“IND AS”) -

24 have been made in the Note No. 49 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by the Company with its Directors/ Key Managerial Personnel or their respective relatives, the Company’s Promoter(s), its subsidiaries/ joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The Policy on related party transactions, as formulated by the Board is available on the Company’s website i.e. www.kecrpg.comunder ‘Investors’ tab.

20. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of sub-section (3) of Section 92 and sub-section (3) of Section 134 of the Act and the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as on March 31, 2019 in the prescribed Form MGT-9 is enclosed as Annexure ‘E’ and copy of Annual Return as on March 31, 2019 shall be placed on the Company’s website www.kecrpg.comunder ‘Investors’ tab.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company is committed to achieve the EHS objective of providing safe workplace and has undertaken various EHS management processes and deployed methodologies and implemented them under the EHS system.

The Company on a continuous basis imparts EHS industry specific training to its employees and workmen to ensure that our employees become more safety conscious and thereby improve the organization’s approach towards prevention of loss.

The Company has bagged various EHS awards and appreciation from its prestigious customers and independent agencies. A separate section has been added to this Annual Report giving details on EHS objectives of the Company and various awards received by the Company.

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

The Company has strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in the prescribed format and is enclosed as Annexure ‘F’.

23. PARTICULARS OF EMPLOYEES

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure ‘G’.

In terms of the provisions of sub-rules (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other details of the employees drawing remuneration in excess of the limits set out in these Rules forms part of the Annual Report. In terms of Section 136 of the Act, this report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information shall be available for inspection by the Members at the Registered Office of the Company during business hours on all working days (Monday to Friday) upto the date of the ensuing Annual General Meeting. The said information shall also be provided to any Member of the Company, who sends a written request to the Company.

24. HUMAN RESOURCE/INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognises people as the primary source of its competitiveness and continues its focus on people development by leveraging technology and developing a continuously learning human resource base to unleash their potential and fulfill their aspirations. The strategic thrust of Human Resource has been on improvement of the performance of employees through training & development and also to identify outperformers who have potential for taking higher responsibilities.

The employee relations remained cordial throughout the year. The Company had 5,040 permanent employees on its rolls as on March 31, 2019. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels whose enthusiasm, team efforts, devotion and sense of belonging has always made the Company proud.

25. OTHER DISCLOSURES

Your Directors state that no disclosures or reporting is required in respect of the following items, as the same is either not applicable to the Company or relevant transactions/ events have not taken place during the year under review:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

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

f. The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

26. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

Your Directors also appreciate and value the trust reposed in them by Members of the Company.

27. ANNEXURES

The following annexures, form part of this Report:

a. Dividend Distribution Policy - Annexure ‘A’

b. Nomination and Remuneration Policy - Annexure ‘B’

c. Secretarial Audit Report - Annexure ‘C’

d. Annual Report on Corporate Social Responsibility -Annexure ‘D’

e. Extract of Annual Return - Annexure ‘E’

f. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo - Annexure ‘F’

g. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure ‘G’.

For and on behalf of the Board of Directors

H. V. Goenka

Chairman

Place: Mumbai (DIN: 00026726)

Date: May 8, 2019

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Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day......................issued in the interest of investors.
Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.