To
The Members, KRBL Limited 5190, Lahori Gate, Delhi - 110 006
The Board of Directors is delighted to present the 30th Annual Report on the
business and operations of KRBL Limited ("the Company") along with the summary
of standalone and consolidated financial statements for the year ended 31 March 2023.
In compliance with the applicable provisions of the Companies Act, 2013, ("the
Act"), the Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this Board's Report is prepared based on the standalone financial
statements of the Company for the year under review.
1. O VERVIEW OF FINANCIAL PERFORMANCE
Key highlights of consolidated and standalone financial performance for the year ended
March 31, 2023, are summarised as under:
(Rs in lacs, except as stated)
|
Consolidated |
Standalone |
Particulars |
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
31 March |
31 March |
31 March |
31 March |
|
2023 |
2022 |
2023 |
2022 |
Revenue from operations |
5,36,323 |
4,21,056 |
5,36,323 |
4,21,056 |
Other income |
9,278 |
4,271 |
9,250 |
4,246 |
Total income |
5,45,601 |
4,25,327 |
5,45,573 |
4,25,302 |
Operating expenditure |
4,42,444 |
3,54,852 |
4,42,451 |
3,54,768 |
Earnings before interest, tax, depreciation and |
1,03,157 |
70,475 |
1,03,122 |
70,534 |
amortisationRs(EBITDA) |
|
|
|
|
Finance costs |
1,474 |
1,340 |
1,473 |
1,340 |
Depreciation and amortisation expense |
7,565 |
7,422 |
7,561 |
7,417 |
Profit before tax (PBT) |
94,118 |
61,713 |
94,088 |
61,777 |
Tax expense: |
|
|
|
|
Current tax |
24890 |
16,567 |
24,890 |
16,567 |
Deferred tax credit |
(870) |
(794) |
(870) |
(794) |
Profit for the year |
70,098 |
45,940 |
70,068 |
46,004 |
Other comprehensive income for the year |
379 |
71 |
300 |
39 |
Total comprehensive income for the year |
70,477 |
46,011 |
70,368 |
46,043 |
Earning per share (Face Value of Rs1 each) |
|
|
|
|
i) Basic (in Rs) |
29.78 |
19.52 |
29.77 |
19.54 |
ii) Diluted (in Rs) |
29.78 |
19.52 |
29.77 |
19.54 |
2. S TATE OF COMPANY AFFAIRS
The Financial Year 2022-23 marked as one of the significant year in terms of growth for
the Company as your company has achieved the highest ever turnover in the history of the
Company during the reported financial year.
The key highlights of the performance on a consolidated basis are as under:
Company's Revenue from operations stood at Rs5,36,323 lacs (31 March 2022
Rs4,21,056 lacs).
Company's Earnings before interest, tax, depreciation and amortisation (EBITDA)
stood at Rs1,03,157 lacs (31 March 2022 Rs70,475 lacs).
Company's Profit before tax (PBT) stood at Rs94,118 lacs (31 March 2022 Rs61,713
lacs).
The Company's Profit after tax (PAT) stood at Rs70,098 lacs (31 March 2022
Rs45,940 lacs).
Company's total comprehensive income for the year stood at Rs70,477 lacs (31
March 2022 Rs46,011 lacs).
Company's Return on Capital Employed (ROCE) stood atRs19%.
Net Worth of the Company increased by 15.29% to Rs4,69,262 lacs (31 March 2022
Rs4,07,024 lacs).
The Company achieved 7% CAGR growth in net sales, 10% CAGR growth in EBITDA and
12% CAGR growth in Net Profit over the last decade.
Earnings per Equity Share (EPS) for the year stood at Rs29.78 (31 March 2022
Rs19.52).
Further detailed information on the Business overview, outlook and State of the affairs
of the Company are discussed in detail in the Management Discussion & Analysis Report.
3. DIVIDEND
The Board of Directors of the Company, in their meeting held on 10 August 2023, had
recommended a Final Dividend @ 100% Rs1/- equity share of face value of Rs1/- each for the
year ended 31 March 2023. The proposed Dividend shall be paid subject to the approval of
shareholders in the ensuing Annual General Meeting (hereinafter referred to as
"AGM") of the Company. The Final Dividend as recommended by the Company is in
accordance with the Dividend Distribution Policy of the Company framed pursuant to
Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "SEBI Listing Regulations"). The Dividend
Distribution Policy of the Company may be accessed on the Company's website at the weblink
https://krblrice.com/ policy-guidelines/REVISEDRsDIVIDENDRsDISTRIBUTIONRs POLICY.pdf
4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE FIANANCIAL YEAR
During the financial year 2022-23, no entity became or ceased to be the Subsidiary,
Joint Venture or Associate of the Company.
5. TRANSFER TO RESERVES
During the year under review, there was no amount transferred to any of the reserves by
the Company.
6. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31 March 2023 is Rs2,354 lacs.
There has been no change in the paid-up Equity Share Capital of the Company during the
financial year. Further, the Company has no other type of securities except equity shares
forming part of Equity Share Capital of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION
FUND AUTHORITY
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with
Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules), all
dividend which were unpaid or unclaimed for seven consecutive years or more are liable to
be transferred to the Investors Education and Protection Fund (IEPF) Authority.
Accordingly, the Company transferred an amount aggregating to Rs6,31,957 to the Investor
Education and Protection Fund during the financial year 2022-23. This amount was lying
unclaimed with the Company for a period of seven years or more after the declaration of
dividend for the financial year 2014-15. Further, pursuant to the provisions of Section
124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as
amended from time to time) (IEPF Rules), during the financial year 2022-2023, the Company
has transferred 10,963 equity shares which belongs to total 84 (Eighty Four) Shareholders
whose dividend has not been paid or claimed for 7 (Seven) consecutive years or more as on
the due date of transfer i.e. 05 November 2022, to the demat account of IEPF Authority
i.e. INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS,
bearing DP ID IN300708 and Client ID 10656671, being maintained with National Securities
Depository Limited. Further, pursuant to the provisions of Section 124(6) of the Companies
Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF
Rules), during the financial year 2023-2024 and as on the date of this AGM Notice, the
Company has transferred 1,656 equity shares which belongs to total
27 (Twenty Seven) Shareholders whose Interim dividend for the Financial year 2015-16
has not been paid or claimed for 7 (Seven) consecutive years or more as on the due date of
transfer i.e. 16 April 2023, to the demat account of IEPF Authority i.e. INVESTOR
EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS, bearing DP ID
IN300708 and Client ID 10656671, being maintained with National Securities Depository
Limited.
8. MA TERIAL CHANGES AND COMMITMENTS, ANY, AFFECTING THE FINANCIAL POSITION OF
THECOMPANY WHICH HAVE OCCURRED 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 or commitments that have affected the financial
position of the Company between the close of FY 2022-23 till the date of this report.
9. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of the business of
the Company.
10. SEGMENT REPORTING
A separate reportable segment section forms part of notes to the Financial Statements.
11. C ASH FLOW STATEMENT
The Cash Flow Statementof the Company for the financial year ending on 31 March 2023
has been prepared in accordance with Ind AS 7. The Statement of Cash Flows' is
attached and formspart of the financial statements of the Company.
12. F AMILIARIZATION AND INDUCTION PROGRAMME
FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS
Pursuant to Regulation 25(7), the Company has an orientation process/familiarization
program for its directors (including Independent Directors), which includes sessions on
various business and functional matters, and strategy sessions. The Company ensures
induction and training programs are conducted for newly appointed Directors. New
Independent Directors are taken through a detailed induction and familiarization program,
including briefing on their role, responsibilities, duties, and obligations, the nature of
the business and business model, matters relating to Corporate Governance, Code of
Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc. The details
of the familiarization and training programs attended by Independent Directors are
available on the Company's website at the weblink
https://krblrice.com/wp-content/uploads/2022/06/Familiarization.pdf
13. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
The Company has two Subsidiaries viz., KRBL DMCC, Dubai (Comprises of a step down
Wholly Owned Subsidiary) and K B Exports Private Limited, India. There is no Associate
Company within the meaning of Section 2(6) of the Companies Act, 2013. Further, there
hasn't been any material change in the nature of the business of the Subsidiaries during
the financial year 2022-23.
The Consolidated Financial Statements of the Company for the financial year 2022-23 are
prepared in compliance with applicable provisions of the Companies Act, 2013, read with
the Rules issued thereunder, applicable Indian Accounting Standards (Ind-As) and SEBI
Listing Regulations. The Consolidated Financial Statements have been prepared by
consolidating the audited Financial Statements of the Company and its Subsidiaries.
Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the
salient features of the Financial Statements of Subsidiaries in the prescribed form AOC-1
is attached as Annexure 1' and forming part of this Report.
Pursuant to the provisions of Companies Act, 2013, the Financial Statements of the
Subsidiary Companies and the related information have also been made available for
inspection by the members at the Corporate Office of the Company during business hours on
all days except Sunday and Holiday, upto the date of ensuing AGM of the Company. Any
member desirous of obtaining a copy of the said financial statements may write to the
Company Secretary at the Registered Office/Corporate Office of the Company. The Financial
Statements including the Consolidated Financial Statements, Financial Statements of
Subsidiaries and all other documents are also available on the Company's website
https://krblrice.com/subsidiary-companies/ under the link Investor Relations.
14. BO ARD OF DIRECTORS Board Composition
The Board of the Company is comprised of eminent persons with proven competence and
integrity. Besides the experience, strong financial expertise, strategic astuteness, and
leadership qualities, they have a significant degree of commitment towards the Company and
devote adequate time to the meetings and preparation.
As on 31 March 2023, the Company's Board has a strength of 8 (Eight) Directors
including 2 (Two) Woman Directors. The Chairman of the Board is an Executive Director. The
composition of the Board is as below:
Category |
Number of |
% of Total Number |
|
Directors |
of Directors |
Executive Directors |
4 |
50 |
Independent Non- |
4 |
50 |
Executive Directors |
|
|
The detailed section on Board of Directors' is also given in the Report on
Corporate Governance'.
Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and the
Articles of Association of the Company, all Directors except Independent Directors are
liable to retire by rotation. During the year, Mr. Ashwani Dua, an Independent
Non-Executive Director of the Company, resigned from the Directorship of the Company
w.e.f. 09th January 2023 (after the closure of business hours), due to his
pre-occupations. The Board placed on record their sincere appreciation for the guidance
and contribution made by Mr. Ashwani Dua during his tenure as an Independent Non-Executive
Director of the Company. Further, Ms. Priyanka Mittal, Whole time Director of the Company
was re-appointed as Whole time Director for a period of five years in the 29th
Annual General meeting of the Company to hold office from 26 September, 2022 till 25
September, 2027.
In the opinion of the Board, all the directors, as well as the directors
appointed/re-appointed during the year possess the requisite qualifications, experience
and expertise and
Declaration by Independent Directors
All Independent Directors of the Company have given their declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the
Independent Directors fulfil the criteria of independence specified in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. The
Independent Directors have also confirmed that they have complied with the Company's Code
of Business Conduct & Ethics laid down for the Board of Directors, Senior Management
Personnel and other Employees.
Retirement by rotation and subsequent re-appointment
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Article 126 of
the Articles of the Association of the Company, all directors except Independent Directors
shall be liable to retire by rotation and out of that, one-third of such directors shall
retire from the office every year. The directors who shall retire by rotation at every AGM
shall be those who have been longest in the office since their last appointment. Further,
pursuant to the provisions of Section 149(13) of the Companies Act, 2013, the retirement
of directors by rotation shall not be applicable to the Independent Directors.
Accordingly, Ms. Priyanka Mittal (DIN: 00030479), the Whole Time Director of the
Company, being longest in her office amongst the Directors is liable to retire by rotation
this year. However, being eligible, she has offered her candidature for re-appointment.
This shall not constitute a break in the office of Ms. Priyanka Mittal as Whole Time
Director of the Company.
Appointment of Director
The Board on the basis of the recommendation of the Nomination and Remuneration
Committee, approved the appointment of Mr. Surinder Singh (DIN: 08200756) as an Additional
Independent Non -Executive Director of the Company, for a term of 5 (five) consecutive
years with effect from 10th August 2023 subject to approval of the Shareholders of the
Company.
Brief resume of the Directors being appointed/ re-appointed
As required, pursuant to the Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standards-2 on General Meetings, the brief resume of Mr. Surinder Singh and
Ms. Priyanka Mittal seeking appointment/re-appointment, which inter-alia includes the
particulars w.r.t. the experience and expertise, list of other Companies in which they are
holding Directorships, Committee Memberships/ Chairmanships and Inter-se relationships
with other Directors is provided in the Notice calling AGM of the Company. The Company is
seeking approval of Shareholders for the appointment/re-appointment and the same is
included in the Notice calling AGM of the Company. The Board recommends the appointment of
Mr. Surinder Singh and re-appointment of Ms. Priyanka Mittal in the ensuing AGM of the
Company.
15. A UDIT COMMITTEE
A qualified and independent Audit Committee has been set up by the Board in compliance
with the requirements of Regulation 18 of the Listing Regulations and Section 177 of the
Act. The primary objective of the Committee is to monitor and provide effective
supervision of the Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity, and quality of financial
reporting. As on 31 March 2023, the Audit Committee of KRBL Limited comprises of the
following 4 (Four) Members, out of which 3 (Three) Members are Independent Non-Executive
Directors and 1 (One) is Executive Director:
Name |
Designation |
Category |
Mr. Devendra Kumar Agarwal |
Chairman |
Independent Non- Executive Director |
Mr. Anoop Kumar Gupta |
Member |
Executive & Joint Managing Director |
Mr. Shyam Arora |
Member |
Independent Non- Executive Director |
Mr. Vinod Ahuja |
Member |
Independent Non- Executive Director |
The recommendation made by the Audit Committee from time to time were accepted by the
Board of Directors. The details of the Terms of Reference, Number of Audit Committee
meetings held during the year and attendance of Audit Committee Members at such meetings
etc. are provided in the Report on Corporate Governance.
16. KEY MANAGERIAL PERSONNELS
The details of Key Managerial Personnels (KMPs) of the Company in accordance with the
provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with rules
framed thereunder are as follows:
S. No. |
Name of KMPs |
Designation |
1. |
Mr. Anil Kumar Mittal |
Chairman & Managing Director |
2. |
Mr. Arun Kumar Gupta |
Joint Managing Director |
3. |
Mr. Anoop Kumar Gupta |
Joint Managing Director |
4. |
Ms. Priyanka Mittal |
Whole Time Director |
5. |
Mr. Ashish Jain |
Chief Financial Officer |
6. |
Ms. Jyoti Verma |
Company Secretary |
During the year, Mr. Raman Sapra had resigned from the position of Company secretary
and Key Managerial Personnel of the Company w.e.f. 6th September 2022 (after
the closure of business hours) and Ms. Jyoti Verma was appointed as Company Secretary
under the category Key Managerial Personnel of the Company w.e.f. 26th
September 2022.
17. POLIC Y ON REMUNERATION OF DIRECTORS,
MANAGERIAL PERSONNEL, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES
The remuneration paid to the Executive Directors is in accordance with the Nomination
and Remuneration Policy of KRBL Limited formulated in accordance with Section 134(3)(e)
and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of the SEBI Listing
Regulations (including any statutory modification(s) or re-enactment(s) thereof, for the
time being in force). The salient aspects covered in the Nomination and Remuneration
Policy has been outlined below:
i) To identify and ascertain the integrity, qualification, expertise and experience of
the person for appointment as Director, KMP or at any Senior Management level and
recommend to the Board his / her appointment.
ii) To devise the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy relating to the
remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel of
the Company.
iii) To devise the criteria for evaluation of performance of the Independent Directors
and the Board of Directors.
iv) To evaluate the performance of the Members of the Board and provide necessary
report to the Board for further evaluation of the Board. Further, to determine whether to
extend or continue the term of appointment of an Independent Director, on the basis of the
report of performance evaluation of the Independent Directors.
v) To recommend to the Board on all remuneration in whatever form, payable to the
Directors, the Key Managerial Personnel and the Senior Management.
vi) To develop a succession plan for the Board and the Senior Management and to
regularly review the plan.
vii) To assist the Board in fulfilling all other responsibilities as may be expected
from the Nomination and Remuneration Committee of the Company. The full version of the
Nomination and Remuneration policy of KRBL Limited may be accessed on the Company's
website at the weblink
https://krblrice.com/policy-guidelines/nomination-renumeration-policy.pdf
18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2022-23
During the financial year 2022-23, 5 (Five) Meetings of the Board of Directors were
held on 27 May 2022,
08 August 2022, 26 September 2022, 11 November 2022 and 03 February 2023. For details
thereof, kindly refer to the section Board Meetings and Procedures - Details of the
Board Meetings held and attended by the Directors during the financial year 2022-23' in
the Report on Corporate Governance.
19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The ultimate responsibility for sound governance and prudential management of a company
dawns with its Board. Hence, the Board must remain continually energized, proactive and
effective.
The Board evaluated the effectiveness of its functioning and that of the Committees and
individual Directors by seeking their inputs on various aspects of Corporate Governance.
The aspects covered in the evaluation include the contribution to and monitoring of the
corporate governance practices, participation in the long-term strategic planning and the
fulfillment of Directors' obligations and fiduciary responsibilities, including but not
limited to, active participation in the Board and Committee Meetings. The Companies Act,
2013, not only mandates the Board and Director's evaluation but also requires the
evaluation to be formal, regular and transparent. Subsequently, the SEBI Listing
Regulations also contain the provisions regarding the requirement of performance
evaluation of the Independent Directors by the entire Board of Directors. Following the
framework, as recommended by the Nomination and Remuneration Committee and approved by the
Board of Directors, the Board of Directors of the Company in its meeting held on 03
February 2023, had carried out the performance evaluation process.
The Independent Directors of the Company met separately without the presence of the
Non-Independent Directors and inter-alia reviewed the performance of the Members of
Management, the Non-Independent Directors and the Board as a whole. Further, the
performance of the Chairman of the Company and the Committees were also reviewed in this
meeting. The performance review conducted took into consideration the views of the
Executive and Non-Executive Directors.
In compliance with the provisions of the SEBI Listing Regulations, the Board of
Directors has also evaluated every Independent Director's performance during the financial
year.
The Board Members had submitted to the Nomination and Remuneration Committee, their
response in the form of scaling from 5 (Excellent) to 1 (Performance Needs Improvement)
for evaluating the entire Board, respective Committees of which they are members and of
their peer Board Members, including Chairman of the Board.
The Nomination and Remuneration Committee has also evaluated every Director's
performance.
The Directors expressed their satisfaction with the evaluation process.
It was further acknowledged that every individual Member and Committee of the Board
contributed to the best of their abilities in the overall growth of the organization.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with
respect to the Directors' Responsibility Statement, the Directors confirm: i) that in the
preparation of the Annual Accounts for the financial year ending on 31 March 2023, the
applicable Indian Accounting Standards (Ind AS) have been followed, and that there are no
material departures; ii) that appropriate accounting policies have been selected and
applied consistently. Further, judgments and estimates that are reasonable and prudent
have been made so as to give a true and fair view of the stateRsof affairs as at 31 March
2023 and of the profitRsoffithe Company for the financial year ending on 31 March 2023;
iii) that proper and sufficient care has been taken 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 or anyother
irregularities; iv) that the Annual Financial Statementsfor the financial year ending on
31 March 2023 have been prepared on a going concern basis; v) that the Director'shad laid
down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and vi) that the
Director's had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
21. OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY
A detailed review of the operations, the performance and future outlook of the Company
are being given separately under the head Management Discussion and Analysis' Report
pursuant to Regulation 34 read with Part B of Schedule V of the SEBI Listing Regulations.
22. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, ADAPTATION
AND INNOVATION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013, read with rules
framed thereunder, the details of activities in the nature of Conservation of Energy,
Research and Development, Technology Absorption, Adaptation and Innovation and Foreign
Exchange Earnings and Outgo are attached as Annexure 2' and forming part of
this Report.
23. DET AILS PURSUANT TO SECTION 197(12) THECOMPANIES ACT, 2013
The particulars regarding the remuneration of the Directors and the KMPs as per Section
197 of the Companies Act, 2013, read with rules framed thereunder, are attached as "Annexure
3" and forming part of this Report. In terms of the first proviso to Section
136(1) of the Companies Act, 2013, the report and accounts are being sent to the members
and others entitled thereto, excluding the information on Employees' remuneration
particulars mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The said information is available for inspection by
the Members during business hours on all days except Sunday and Holidays. Any Member
interested in inspecting the same may write to the Company Secretary at the Registered
Office/Corporate Office of the Company.
24. ANNU AL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company containing the particulars as prescribed under Section 92 of the
Companies Act, 2013, in Form MGT-7, is hosted on the Company's website http://www.krblrice.com
under the link https://krblrice.
com/wp-content/uploads/2023/08/MGT-7-Annual-Return-FY-2022-23.pdf. In terms of Rules 11
and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
shall be filed with the Registrar of Companies, with prescribed timelines.
25. A UDITORS AND AUDITORS' REPORT
I) S TATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Walker
Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were
appointed as the Statutory Auditors of the Company by the Shareholders in the 25th
AGM of the Company held on 20 August 2018 for a period of 5 years i.e. to hold office till
the conclusion of the 30th AGM to be held in the calendar year 2023. Upon the
recommendation of the Audit Committee, the Board of Directors approves and recommends for
shareholders' approval, the appointment of M/s Walker Chandiok & Co LLP, Chartered
Accountants (FirmRs Registration No. 001076N/N500013), for a Second term of 5 (five) years
to hold office from the conclusion of ensuing 30th Annual General Meeting until
the conclusion of the 35th Annual General Meeting of the Company.
The observations made by the Statutory Auditors in their Report on the Audit of the
Financial Statements (Standalone and Consolidated) and the notes on Financial Statements
referred to in the Auditors' Report are self-explanatory and do not call for any OF further
comments. The Auditors' Report on the Financial Statements (Standalone and Consolidated)
contains a qualified opinion provided hereunder:-
Qualified Opinion in the Auditors' Report on the Standalone Financial Statements:
As stated in Note 47(C) to the accompanying Standalone Financial Statements, the
Enforcement Directorate (ED') is investigating the Company's Joint Managing Director
(JMD') Mr. Anoop Kumar Gupta under the Prevention of Money Laundering Act, 2002, for
alleged involvement in Agusta Westland case.
Further, the ED has filled criminal complaint and made certain allegations against the
Company, KRBL DMCC (a subsidiary of the Company) and JMD. As further described in the said
note, a review of the impact of allegations on the financial statement and its control
environment was performed by an independent professional firm appointed by the Board of
Directors during the year ended 31 March 2022 and as per their report, there is no
conclusive evidence to ascertain impact of the aforesaid matter on the financial statement
of the Company and its control environment. Pending the completion of ongoing
investigation of the above matter by regulatory authorities, we are unable to comment on
any adjustment that may be required to the standalone financial statements in this
respect.
Qualified Opinion in the Auditors' Report on the Consolidated Financial Statements:
As stated in Note 46(C) to the accompanying Consolidated Financial Statements, the
Enforcement Directorate (ED') is investigating the Holding Company's Joint Managing
Director (JMD') Mr. Anoop Kumar Gupta under the Prevention of Money Laundering Act,
2002, for alleged involvement in Agusta Westland case. Further, the ED has filled criminal
complaint and made certain allegations against the Holding Company, KRBL DMCC (a
subsidiary of the Company) and JMD. As further described in the said note, a review of the
impact of allegations on the financial statement and its control environment was performed
by an independent professional firm appointed by the Board of Directors during the year
ended 31 March 2022 and as per their report, there is no conclusive evidence to ascertain
impact of the aforesaid matter on the financial statement of the Holding Company and its
control environment. Pending the completion of ongoing investigation of the above matter
by regulatory authorities, we are unable to comment on any adjustment that may be required
to the consolidated financial statements in this respect. The response of your Directors
on the observation made by the Statutory Auditor is as follows:-The Company had appointed
an independent professional firm (IP') to review the aforesaid allegations, to
assess the impact, if any, on the financial statement and control environment of the
Company and the IP has issued a report to the Board of Directors with respect to the
aforesaid review. The board of the directors have discussed and approved the report, and
has responded to the observation contained therein, basis that no further action is
proposed. Based on the opinion taken from the independent legal counsel, the management is
of the view that since the investigation is still ongoing no adverse opinion can be drawn.
The management of the Company is confident that the above stated matter will be resolved
soon.
II) COS T AUDITORS
As per Section 148 of the Companies Act, 2013 read with notification issued by Ministry
of Corporate Affairs regarding the Cost Audit of power segment, the Company is required to
have the audit of its Cost Records pertaining to power segment by a Cost Accountant in
Practice. In this connection, considering the recommendation of Audit Committee, the Board
of Directors had approved the re-appointment of M/s. HMVN & Associates, Cost
Accountants, having their office at, 1011, Pearls Best Heights-II, C-09, Netaji Subhash
Place, Pitampura, Delhi-110034, as Cost Auditors of the Company to conduct the Cost Audit
for the financial year 2023-24.
As required under the provisions of Companies Act, 2013, a resolution seeking members
approval for the Ratification and confirmation of remuneration of Cost Auditors for the
financial year 2023-24, forms part of the Notice calling AGM of the Company.
The Company is maintaining the requisite cost records pertaining to power segment whose
turnover for the financial year 2022-23 is Rs9,560 lacs (excluding inter-unit sale).
Further, the Cost Audit Report for the financial year 2021-22 has been filed with
Ministry of Corporate Affairs within due course of time.
III) SECRETARIAL AUDITORS
As required under Section 204(1) of the Companies Act, 2013, read with rules framed
thereunder, M/s. DMK Associates, Company Secretaries, having their office at, 31/36
Basement, Old Rajender Nagar, Delhi-110060, was appointed to conduct the Secretarial Audit
Function of the Company.
The Secretarial Audit Report for the financial year 2022-23 as submitted by M/s DMK
Associates in the prescribed form MR-3 is attached as Annexure 4' and forming
part of this Report.
The observations given by the Secretarial Auditors in its Secretarial Audit Report
along with explanation to the same is as below:
1. There was a delay of one working day in giving advance notice of record date to the
Stock Exchanges under regulation 42(2) of SEBI LODR for which fine of Rs11,800/-
(inclusive of 18%RsGST) each has been levied by the BSE & NSERs respectively, which
has been duly paid by theRsCompany.
2. It is observed that the company's unit located at Alipur, Delhi have not complied
with certain requirements under general laws applicable on it, however as per information
provided, it was informed that only sorting / grading / packing of rice activity are done
at the said unit & the unit has no production capacity.
The response of your Directors on the observation made by the Secretarial Auditor is as
follows:-
1. The delay was inadvertent and the fine levied by NSE & BSE has been duly paid by
the Company.
2. The Company is taking all necessary steps to comply with the requirements at Alipur,
Delhi unit
IV) INTERNAL AUDITORS
The Company has appointed M/s. S S Kothari Mehta & Co., Chartered Accountants,
having their office at Plot No. 68, Okhla Industrial Area, Phase-III, New Delhi-110020, as
the Internal Auditor of the Company to focus on Internal Audit functions of the Company.
The independence of the audit and compliance is ensured by direct reporting of Internal
Audit Team to the Audit Committee of the Company.
26. SECRETERIAL STANDARDS
The Institute of Company Secretaries of India (has currently mandated compliance with
the Secretarial Standards on board meetings and general meetings. During the year under
review, the Company has complied with the applicable Secretarial Standards.
27. CORPORATE GOVERNANCE REPORT
At KRBL Limited, it is our firm belief that the essence of good Corporate Governance
lies in the phrase Your Company'. It is Your Company' because it belongs to
you - the Stakeholders. The Chairman and the Directors are Your' fiduciaries and
trustees.
Your Company has periodically updated its corporate governance guidelines. We have also
sincerely followed the best practices to boost the long-term shareholder value and also to
respect the minority rights. We also perceive it our inherent responsibility to disclose
timely and accurate information regarding our financials and performance, as well as the
leadership and governance of the Company. Your Company is devoted to benchmarking itself
with best global standards for providing good corporate governance. The Companies Act,
2013 and the SEBI Listing Regulations have strengthened the governance regime in the
Country. Your Company complies with the governance requirements provided under SEBI
Listing Regulations.
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate
section on the Corporate Governance Report, forms an integral part of the Annual Report. A
certificate from Practicing Company Secretary confirming compliance with corporate
governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate
Governance Report.
The Board has also evolved and implemented a Code of Conduct based on the principles of
good corporate governance and best management practices adopted globally. The Code is
available on the Company's website at the weblink:
https://krblrice.com/codes/Code-of-Business-Conduct-and-Ethics.pdf
The Company has also adopted the below mentioned policies and codes in line with the
corporate governance requirements:
Policy on Preservation of Documents and Archival.
Policy on Sexual Harassment (Policy on POSH).
Nomination and Remuneration Policy.
Vigil Mechanism (Whistle Blower Policy).
Corporate Social Responsibility Policy.
Dividend Distribution Policy.
Policy for Determination of Materiality for Disclosure of Event or Information.
Policy on Related Party Transactions.
Policy for Determining Material Subsidiaries.
Policy on Board Diversity.
Code of Practice and Procedure for Fair Disclosure of Unpublished Price
Sensitive Information.
Code of Conduct to Regulate, Monitor and Report Trading by Insiders.
Code of Business Conduct and Ethics for the Board of Directors, Senior
Management Personnel and Other Employees.
All the above-mentioned policies and codes are made available on the Company's website
under the link https://krblrice.com/policies-codes-related-documents.
28. CSR & ESG COMMITTEE
The Board of Directors of the Company enhanced the scope of the CSR Committee',
by amending the terms of reference to include a focus on Environmental, Social and
Governance (ESG) aspects as well. It has also established a mechanism of focused
discussions on ESG matters in Board meetings. The nomenclature of CSR committee of the
Board has also been changed from CSR Committee to CSR & ESG Committee. By
incorporating ESG principles into our CSR initiatives, we aim to address broader systemic
challenges that influence our business at large.
The CSR & ESG Committee is functioning under the chairmanship of Mr. Anil Kumar
Mittal, Chairman & Managing Director. The other Members of the Committee are Mr. Anoop
Kumar Gupta, Joint Managing Director and Mr. Vinod Ahuja, Independent Non-Executive
Director. The Company's policy on CSR envisages expenditure in areas falling within the
purview of Schedule VII of the Companies Act, 2013 and as permitted under the applicable
laws. The detailed CSR policy is available on the Company's website at the weblink
https://krblrice.com/ policy-guidelines/policy-corporate-social-responsibility.pdf
KRBL Limited believes that sustainable business growth rests on the triple bottom line
approach, the growth of our people, safeguarding the environment where we operate. We also
understand that the wellbeing of the community where we operate helps us grow our business
and hence we value people around our operating facilities and promote inclusive growth. We
endeavour to serve society and achieve excellence. We emphasize on improving the quality
of life and engage with the communities by ensuring environmental sustainability,
promoting healthcare, education and many other such activities.
The Annual Report on CSR activities is attached as Annexure 5' forming
part of this Report.
29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
KRBL believes in communicating its ESG performance in a transparent manner and in line
with it we are now moving from Business Responsibility Report (BRR) to the new reporting
requirements on ESG parameters i.e. Business Responsibility & Sustainability Report
(BRSR). We are proud to publish our 1st BRSR of the Company for the year 2022-23. The BRSR
would follow the format detailed in the amendment to Regulation 34(2) (f) of SEBI LODR
Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated May 05, 2021 and
will form a part of this Integrated Annual Report. The BRSR for Financial Year 2022-23 is
aligned with the nine principles of the National Guidelines on Responsible Business
Conduct notified by the Ministry of Corporate Affairs, Government of India. In compliance
with the SEBI Listing Regulations, the BRSR disclosures are part of the Annual Report. It
aims at describing KRBL's initiatives in discharging responsibilities from an
Environmental, Social and Governance perspective. The BRSR is attached as
Annexure 7' and forming part of this Report.
30. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY
Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, the term
Internal Financial Control (IFC) means the policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its business, including adherence to
Company's policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
The Company has implemented an internal control system, commensurate with the size,
scale and complexity of its operations. The Company has in place adequate controls,
procedures and policies, ensuring orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information.
The effectiveness of the IFC System of the Company is assessed by way of reporting by
the independent professional firm on the testing of its design and operating effectiveness
for the Financial Year ended 31 March 2023, who have confirmed in their report that the
Company has, in all material respects adequate IFCs and such IFCs were operating
effectively as of 31 March 2023, based on IFC criteria established by the Company,
considering the essential components of internal controls stated in the Guidance Note on
Audit of Internal Financial Controls issued by the Institute of Chartered Accountants of
India. Further, Audit Committee interacts with the aforementioned independent professional
firm, the Statutory Auditors and the Management in dealing with matters within its terms
of reference. During the year under review, such controls were assessed and no reportable
material weakness in the design or operations was observed. Accordingly, the Board
believes that the Company's IFCs were adequate and effective during Financial Year
2022-23.
Kindly refer Statutory Auditors Report on IFC forming part of the Financial Statements.
31. RISK MANAGEMENT
The Board of Directors of the Company has constituted a Risk Management Committee to
frame, implement and monitor the Risk Management Plan for the Company and ensures its
effectiveness. The main objective of the Committee is to assist the Board in identifying
the different internal and external risks specifically faced by a listed entity, in
particular including financial, operational, sectoral, sustainability (particularly, ESG
related risks), information, cyber security risks, or any other risk as may be determined
by the Risk Management Committee. The Committee also suggests measures for risk mitigation
including systems and processes for internal control of identified risks and formulate
business continuity plan, etc. The Board of Directors in consultation with the Risk
Management Committee has also developed Risk Management Policy for the Company which
articulates the Company's approach to address the uncertainties of elements of risk in its
endeavour to achieve its stated and implicit objectives.
32. RATINGS
During the financial year 2022-23, the Company is holding various ratings, which are as
follows:
CARE: In September 2022, "CARE" has reviewed and reafirmed
"[CARE]A1+" rating for Commercial Paper (CP) Limits of KRBL Limited.
ICRA: In November 2022, "ICRA" has reviewed and reafirmed
"[ICRA]AA- (Stable)" rating for Bank Limits on Long term scale and
"[ICRA]A1+" rating for Bank Limits on Short term scale and Commercial Paper (CP)
Limits of KRBL Limited
ICRA: In February 2023, "ICRA" has reviewed and assigned
"[ICRA] AA (Stable)" rating for Bank Limits on Long term scale and reafirmed
"[ICRA] A1+" rating for Bank Limits on Short term scale and Commercial Paper
(CP) Limits of KRBL Limited.
33. DISCL OSURE ON DEPOSITS UNDER
The Company has neither accepted nor renewed any Deposits during the financial year
2022-23 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not
having any Unpaid or Unclaimed Deposits at the end of the Financial Year 2022-23.
34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted zero tolerance for sexual harassment at the workplace. The
Company is committed in providing a protective environment at the workplace for all its
women employees. The Company dedicatedly emphasised on creating a work environment where
every woman employee is treated with dignity and respect, as mandated under "The
Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act,
2013". The Company has in place a formal policy on the prevention of Sexual
Harassment at the Workplace (Policy on POSH) and has also constituted an Internal
Complaint Committee at all its respective locations in compliance with the requirement of
the Act. The policy is available on the Company's website at the weblink:
https://krblrice.com/policy-guidelines/ SEXUAL%20HARASSMENT%20POLICY.pdf The Company
hasn't received any Complaints on Sexual Harassment during the financial year under
review. The Internal Complaints Committees of the Company has also submitted its Annual
Report on Sexual Harassment to Mr. Anoop Kumar Gupta, Joint Managing Director and also to
the Concerned District Officers where the Committee locates, declaring that no Complaints
were received during the financial year.
35. DEPOSITORY SYSTEM
The Company's shares are compulsorily tradable in electronic form. As of 31 March 2023,
99.95% of the Company's Paid-up Equity Share Capital representing 23,52,82,701 equity
shares are in dematerialized form with both the Depositories.
The Company has established connectivity with both Depositories viz. National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). Considering the numerous advantages offered by the Depository System, members
holding shares in physical mode are requested to avail of the dematerialization facility
with either of the Depositories.
The Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI
registered RTA as its Registrar and Share Transfer Agent across a physical and electronic
alternative.
36. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review there was no change in Capital Structure and Listing of
Shares. The Company's shares are listed and actively traded on the below mentioned Stock
Exchanges:-
V I. National Stock Exchange of India Limited (NSE)
"Exchange Plaza" C-1, Block G, Bandra-Kurla Complex, Bandra (East),
Mumbai-400 051
II. BSE Limited (BSE)
PhirozeJeejeebhoy Towers, Dalal Street, Mumbai-400 001
37. P ARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF
THECOMPANIES ACT, 2013
During the financial year 2022-23, the Company has neither made any investment(s) nor
given any loan(s) or guarantee(s) or provided any security as prescribed under Section 186
of the Companies Act, 2013.
38. P ARTICULARS OF LOAN(S) FROM DIRECTORS UNDER SECTION 73 OF THE COMPANIES ACT, 2013
During the financial year 2022-23, the Company has availed loan of Rs2,657 lacs from
Directors. The declarations in writing to the effect that the amount is not being given
out of funds acquired by them by borrowing or accepting loans or deposits from others has
also been received by the Company from the concerned Directors.
39. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE
COMPANIES ACT, 2013
During the financial year 2022-23, the Company has entered into transactions with
Related Parties. The transactions as entered into by the Company with the Related Parties
were in the ordinary course of business and on an arm's length basis are in accordance
with the provisions of the Companies Act, 2013, read with the rules framed thereunder and
SEBI Listing Regulations. Further, there were no transactions with Related Parties which
qualify as Material Transactions under the SEBI Listing Regulations.
The Audit Committee of KRBL Limited has considered, approved and recommended to Board
for Omnibus Approval and criteria for Omnibus Approval for entering into transactions with
Related Parties for the financial year 2022-23, which was further approved by the Board.
The transactions entered pursuant to the Omnibus Approval so granted and a statement
giving details of all transactions with Related Parties are placed before the Audit
Committee for their periodical review. The details of the Related Party Transactions as
per Indian Accounting Standard (Ind AS) 24 are set out in Note 47 to the Standalone
Financial Statements forming part of this Report.
Further, pursuant to the provisions of Section 188 of the Companies Act, 2013 read with
rules framed thereunder, the disclosure of particulars of contracts/arrangements with
Related Parties in Form AOC-2 is attached as Annexure 6' and forming part of
this Report.
The Company has a well-defined process of identification of related parties and
transactions with related parties, its approval and review process. The Company has also
adopted a Policy on Related Party Transactions, the same is also available on theCompany's
website at the weblink
https://krblrice.com/wp-content/uploads/2022/03/1.-Policy-on-Related-Party-Transactions..pdf.
40. DISCL OSURE ON VIGIL MECHANISM BLOWER POLICY)
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation
22 of SEBI Listing Regulations, the Company has established a mechanism called Vigil
Mechanism (Whistle Blower Policy)' for Directors and Employees to report unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics, policy and provides safeguards against victimization of employees who avail the
mechanism. The policy permits all the Directors and Employees to report their concerns
directly to the Chairman of the Audit Committee of the Company. The Company has not
received any complaint from any Whistle Blower during the financial year 2022-23.
The Vigil Mechanism (Whistle Blower Policy) as approved by the Board is uploaded on the
Company's website at the weblink
https://krblrice.com/policy-guidelines/Vigil-Mechanism-(Whistle-Blower%20Policy).pdf
41. ENVIRONMENT, HEALTH AND SAFETY
The Company continues to focus on employee well-being, developing safe and efficient
products and minimizing the environmental impact of our operations on society. The Company
is conducting its operations in such a manner so as to ensure the safety of all concerned
compliances of environmental regulations and preservation of natural resources.
For the safety and protection of Employees, the Company has formulated and implemented
a policy on the prevention of Sexual Harassment at the Workplace with an effective
mechanism of lodging complaints.
42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material order has been passed by the regulators, courts and
tribunals impacting the going concern status and the Company's operations in future.
43. DISCL OSURE ON MATERIAL LEGAL CASES
I) INCOME TAX DEMAND
In the year ended 31 March 2019, the Company had received assessment orders along with
demand notices under Section 153A/143(3) of the Income-tax Act, 1961, with respect to
assessment years 2010-11 to 2016-17, aggregating to Rs126,920 lakh (including interest),
which was contested by the Company before CIT (Appeals), New Delhi. The Hon'ble CIT
(Appeals) vide its order dated 11 March 2020, granted partial relief to the Company and
reduced the said demand to Rs9,883 Iakh (including interest). The Company had already
deposited an amount of Rs18,990 lakh, (net of refund), under protest, in respect of tax
demand raised by the ITD.
Later, the Company and the Income Tax Department (ITD') had filed appeals before
the Hon'ble Income Tax /Appellate Tribunal (Hon'ble Tribunal), New Delhi, for the matters
sustained and set-aside at the CIT (Appeals) levels, respectively. Further, the Company
had also received penalty orders for A Y 2010-11 to 2016-17 on the issues sustained by
CIT(A) to the tune of Rs11,896 lakh, against which appeals was filed before CIT(A).
Subsequently, the Hon'ble Tribunal vide its consolidated order dated 9 May 2022, has
granted relief in favour of the Company reducing the liability to Rs96 lakhs (including
interest) and has dismissed all the appeals filed by ITD. The sustained matter by the
Hon'ble Tribunal has been remand back to the Income-tax officer for further review.
Simultaneously, CIT(A) has also quashed the demand of penalty, raised by the assessing
officer of Rs11,896 lakh. At the year end, the management has assessed Rs96 lakh as
contingent liability and is evaluating available legal remedies. The Board of Directors of
the Company basis the legal assessment as undertaken by the management are confident that
the Company has a favourable case and the remaining demand shall also be deleted at the
ITAT level.
II) 9TH SUPPLEMENTARY COMPLAINT UNDER PMLA FILED BY DIRECTORATE OF
ENFORCEMENT (ED)
The Company's Joint Managing Director, Mr. Anoop Kumar Gupta (JMD'), had been
detained and released on bail by the Directorate of Enforcement (ED') pursuant to
certain allegations against the Company, KRBL DMCC (a subsidiary of KRBL Limited) and JMD.
As per criminal complaint filed it is alleged that M/s Rawasi Al Khaleej General Trading
LLC (RAKGT') had received proceeds of crime of USD 24.62 million in AgustaWestland
case during the period 2008-2010 which in turn had been transferred to KRBL Limited
through KRBL DMCC. Basis the aRsdavit filed by Balsharaf Group (one of the Customer of the
Company) in the Hon'ble High Court of Delhi in the said matter, the amount of USD 24.62
million had been received by RAKGT in the account of Balsharaf Group. Pursuant to this, ED
had attached 1,43,33,221 shares of Balsharaf Group held in KRBL Limited. Based on the
opinion taken from the independent legal counsel, the management is of the view that since
the investigation is still ongoing no adverse opinion can be drawn.
The Company had appointed an independent professional firm (IP') to review the
aforesaid allegations, to assess the impact, if any, on the financial statement and
control environment of the Company. Further during the current year, the IP has issued a
report to the Board of Directors with respect to the aforesaid review. The board of the
directors has discussed and approved the report, and has responded to the observation
contained therein, basis that no further action is proposed. However, pending the ongoing
investigation on the above matter, no adjustment has been made in the financial statement.
The management of the Company is confident that the above stated matter will be resolved
soon.
The Company on the basis of the legal opinion is of the firm belief that the above
demands are not tenable and highly unlikely to be retained by higher authorities and is
accordingly not carrying any provision in its books in respect of such demands. The
amounts disclosed are based on the orders/ notices received from the authorities.
Since a complaint has been filed, it will take its legal recourse however, Neither KRBL
nor anyone associated with it ever, directly or indirectly indulged in any unethical
practice, whatsoever. KRBL always believes in the highest standards of corporate
governance and transparency and is determined to take effective steps.
44. INDUS TRIAL RELATIONS
The Company has been successfully maintaining a healthy, cordial and harmonious
industrial relations at all levels. Despite the severe competition, the enthusiasm and
unstinting efforts of the Employees have enabled the Company to remain at the forefront of
the industry. It has undertaken various measures to improve productivity across the
organization.
The Company has continuously received co-operation and unstinted support from the
distributors, retailers, stockists, suppliers and others associated with the Company as
its Trading Partners. The Directors wish to place on record their appreciation for the
support. The Company will continue its endeavor to build and nurture strong bonding with
its trade partners based on mutuality, respect and co-operation with each other and
consistent with consumer interest.
45. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Pursuant to the Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations,
2015, KRBL Limited is having the Code of Conduct to Regulate, Monitor and Report Trading
by Insiders. The said Code is available on the Company's website at the weblink
https://krblrice.com/wp-content/uploads/2022/02/Code-of-Conduct-to-Regulate-Monitor-Report-Trading-by-Insiders.pdf
46. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except Employees' Stock Options Schemes referred to in this Report.
(iii) The Company does not have any scheme of provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees. (iv) No
application has been made or proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the year.
(v) There are no 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.
47. APPRECIATION
The Directors wish to convey their deep appreciation to all the employees, customers,
vendors, investors, and consultants/advisors of the Company for their sincere and
dedicated services as well as their collective contribution to the Company's performance.
The Directors thank the Government of India, Governments of various States in India,
Governments of various Countries, and concerned Government departments for their
co-operation.
The Directors appreciate and value the contribution made by every member, employee, and
their family.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Anil Kumar Mittal |
Place: Noida, Uttar Pradesh |
Chairman & Managing Director |
Date: 10th August 2023 |
DIN-00030100 |
|