KRBL OWN Annual Report
KRBL OWN Annual Report
i
Contents
Corporate Theme Introduction
Corporate Information
02
04
Overview
Management Discussion and Analysis 05
Statutory Directors’ Report 79
Report on Corporate Governance 121
Reports
Statements
1
Annual Report 2018-19
WORLD’S MOST
versatile crop
2
Theme Introduction
Management Discussion and Analysis
More than
Every third More than
This magic crop is Rice – a crop with This is where our visionary founder, Mr. varieties of Basmati rice across
more than 130 million years of history Anil Kumar Mittal, saw an opportunity the globe.
and that’s cooked all over the world and stepped in to transform the
We helped evolve the value
whether in a small hut or a big mansion. Basmati rice industry forever.
proposition of Basmati rice and
And amongst the thousand varieties From the plates of the select few, modernized the crop. This helped
of aromatic rice available today, Basmati rice is today one of India’s steer the Company’s growth in the
there is a handful which is of great major commodity exports. KRBL past and helps sustain growth today
renown across the globe for its Limited, the largest exporter of and is likely to continue to do so in
distinctive & aromatic smell, length of branded Basmati rice in the world and the future.
grain, delicious taste and pearl-like India’s first integrated rice company,
We continue to innovate our product
whiteness. made this possible.
offerings while inspiring optimism
Often referred to as the ‘White Pearl’, In recent times, advances in amidst our many stakeholders.
this rice variety is called Basmati Rice. agricultural science have transformed This is why KRBL has never simply
this grain. catered to an existing market; it has
God of Grains It is, however, KRBL and its visionary
always broadened beyond the existing
markets and will always continue to
However, this ancient variety of rice founder who transformed the Indian
do so.
used to have limited availability and Basmati rice industry. Truly believing
due to being extremely expensive, it in the potential of newly developed
graced the plates of only the rich and varieties of Basmati rice, KRBL took
affluent. the onus of popularizing these new
3
Annual Report 2018-19
Corporate Information
BOARD OF DIRECTORS • Risk Management Committee CORPORATE OFFICE
Chairman & Managing Director Mr. Arun Kumar Gupta – Chairman C-32, 5th & 6th Floor, Sector 62,
Mr. Anil Kumar Mittal Mr. Anoop Kumar Gupta – Member Noida, Uttar Pradesh - 201 301
Mr. Rakesh Mehrotra – Member Phone: 0120 - 4060 300
Joint Managing Directors Fax: 0120 - 4060 398
Mr. Arun Kumar Gupta • Stakeholders Relationship Committee
Mr. Anoop Kumar Gupta Mr. Ashwani Dua – Chairman BANKERS
Mr. Shyam Arora – Member State Bank of India
Whole Time Director Mr. Vinod Ahuja – Member ICICI Bank Limited
Ms. Priyanka Mittal DBS Bank Limited
STATUTORY AUDITORS HDFC Bank Limited
Independent Non-Executive Directors M/s. Walker Chandiok & Co LLP Kotak Mahindra Bank Ltd.
Mr. Alok Sabharwal Chartered Accountants Karnataka Bank Limited
Mr. Ashwani Dua 21st Floor DLF Square, Jacaranda Marg, Corporation Bank
Mr. Devendra Kumar Agarwal DLF Phase II, Gurgaon -122 002 MUFG Bank Ltd.
Mr. Shyam Arora Induslnd Bank Limited
Mr. Vinod Ahuja SECRETARIAL AUDITORS Coöperatieve Rabobank U.A.
M/s. DMK Associates
CHIEF FINANCIAL OFFICER Company Secretaries WORKS
Mr. Rakesh Mehrotra 31/36, Basement, Old Rajinder Nagar, • Gautam Budh Nagar Unit
Delhi-110 060 9th Milestone, Post Dujana,
COMPANY SECRETARY AND Bulandshahar Road,
COMPLIANCE OFFICER INTERNAL AUDITORS Distt. Gautam Budh Nagar,
Mr. Raman Sapra M/s. S S Kothari Mehta & Co., Uttar Pradesh - 203 207
Chartered Accountants
BOARD COMMITTEES Plot No. 68, Okhla Industrial Area, • Dhuri Unit
• Audit Committee Phase-III, New Delhi - 110 020 Village Bhasaur (Dhuri),
Mr. Devendra Kumar Agarwal – Chairman Distt. Sangrur,
Mr. Anoop Kumar Gupta – Member COST AUDITORS Punjab - 148 024
Mr. Ashwani Dua – Member M/s. HMVN & Associates
Mr. Shyam Arora – Member Cost Accountants • Alipur Unit
Mr. Vinod Ahuja – Member 1011, Pearls Best Heights-II, C-9, 29/15-29/16, Village Jindpur,
Netaji Subhash Place, Pitampura, G.T. Karnal Road & Plot 258-260,
Delhi- 110 034 Extended Lal Dora
• Borrowing and Investment Committee Both at Alipur, Delhi - 110 036
Mr. Anil Kumar Mittal – Chairman REGISTRAR & SHARE TRANSFER
Mr. Arun Kumar Gupta – Member AGENTS • Barota Unit
Mr. Anoop Kumar Gupta – Member Alankit Assignments Limited Village Akbarpur Barota,
Mr. Rakesh Mehrotra – Member 3E/7 Jhandewalan Extension, Distt. Sonipat, Haryana - 131 104
New Delhi - 110 055
• Corporate Social Responsibility Phone: 011 - 4254 1955/59
Committee
Mr. Anil Kumar Mittal – Chairman REGISTERED OFFICE
Mr. Anoop Kumar Gupta – Member 5190, Lahori Gate, Delhi - 110 006
Mr. Ashwani Dua – Member Phone: 011 - 2396 8328
Ms. Priyanka Mittal – Member Fax: 011 - 2396 8327
E-mail: investor@krblindia.com
• Nomination and Remuneration Website: www.krblrice.com
Committee CIN: L01111DL1993PLC052845
Mr. Ashwani Dua – Chairman
Mr. Shyam Arora – Member
Mr. Vinod Ahuja – Member
4
Management Discussion and Analysis
MANAGEMENT
DISCUSSION AND
ANALYSIS
5
Annual Report 2018-19
Percent
0
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
6
Management Discussion and Analysis
3.8% 3.9%
3.7%
3.6%
2.4%
2.1%
2.0% 1.9% 2.0%
1.8% 1.8% 1.9%
7
Annual Report 2018-19
8
Management Discussion and Analysis
Continuing its journey as the fastest GDP Growth of the Indian economy (y-o-y)
growing economy in the world, the Central
Statistics Office (CSO) expects the Indian 8.2%
economy to clock a growth rate of 7.2% 7.3%
for the fiscal year 2018-19, and 7.3% in 7.2% 7.2%
the following two years. Key attributes 7.0%
to this sustained growth of the Indian
economy, according to World Bank, are
likely to be the upswing in consumption
and investment.
9
Annual Report 2018-19
FY17 7.85
6.45
5.95
FY18
7.35
7.65
FY19
6.75
Year-on-year (in %)
April-September October-March
Starting at a high growth for the fiscal 7.3% due to rising global volatility, largely Indian economy still remains one of the
2018-19, the Indian economy recorded from financial volatility, normalized fastest growing and possibly the least
a growth rate of 8.2% in the first monetary policy in advanced economies, impacted by the recent global turmoil.
quarter of FY19 on the back of a strong externalities from trade disputes, and Strong macroeconomic fundamentals
domestic resilience. However, over the investment rerouting. and proactive policy changes helped
subsequent quarters, growth eased to the Indian economy absorb the
aforementioned external shocks.
0
2018 2019 2020 2021
Source: https://economictimes.indiatimes.com/news/economy/indicators/indias-gdp-expected-to-grow-at-7-3-in-2018-19/articleshow/67451511.cms)
10
Management Discussion and Analysis
11
Annual
AnnualReport
Report2018-19
2019-20
2018-19 (up to February 2019) to US$ billion, boosted by a rise in net earnings billion and the secondary income surplus
483.92 billion, while total imports expected from telecommunications, computer rose to US$ 17.3 billion from US$ 16.1
to have increased by 9.42% on a y-o-y and information services and financial billion. Net FDI inflows in H1 of 2018-
basis to US$ 577.31 billion, according services. The primary income gap 19 moderated to US$ 17.7 billion from
to data from the Ministry of Commerce decreased to US$ 6 billion from US$ 6.5 US$ 19.6 billion in H1 of 2017-18.
& Industry. By 2019 end, end exports are
expected to reach US$ 540 billion. Rising CAD of India
20 2.9 3
Balance of payments: India’s current
account deficit (CAD) at US$ 19.1 19.1
16 2.5
billion (2.9% of GDP) in Q2 of 2018-19 0.4
increased from US$ 6.9 billion (1.1% of 2
12
GDP) in Q2 of 2017-18 and US$ 15.9 0.1 1.5
billion (2.4% of GDP) in the preceding 8
quarter. The widening of the CAD on a 1
y-o-y basis was primarily on account 4 0.5
of a higher trade deficit at US$ 50.0
billion as compared to US$ 32.5 billion 0 0
a year ago. The goods deficit increased Q1 Q2
FY17 FY19
to US$ 49.5 billion from US$ 44 billion
a year ago as overall imports rose CAD in $ billion (Left-hand scale) CAD as a % of GDP
higher than overall exports. On the other
hand, the services surplus increased Source: RBI
to US$ 21.3 billion from US$ 20.7 https://www.livemint.com/politics/ckdhpgeundxvan/where-is-indias-current-account-deficit-headed.html
12
Management Discussion & Analysis
13
Annual Report 2018-19
Major budgetary
initiatives 2019
Outlook
Despite the recent budgetary measures taken by the government of India to strike a balance between fiscal prudence and growth,
some uncertain risks still loom large in the Indian economy. India needs to solidify its investment position while maintaining fiscal
deficit within the targeted range. The need to remain steadfast on fiscal numbers has risen largely from the need to stimulate
growth amid pressure to cut taxes, increased budgetary allocations to social sectors, and enhanced infrastructure spending that
could pressure public finance. Therefore, meeting the revenue collection and disinvestment targets would be crucial to ensure
the budgeted reduction in the fiscal deficit-to-GDP ratio. Overall, the government could do well to carefully manage its public
finances and shift focus to projects that can foster private investment. The real challenge is likely to arise from making the right
policy decisions about the fiscal expenditure mix and incentivizing private players so as to avoid any long-term costs.
14
Management Discussion and Analysis
Gross Value Added by Agriculture and Allied sectors (US$ billion, in terms of value)
CAGR 2.75%
300.00 283.37
266.37
249.68 249.21 250.62
250.00 236.51
233.04
200.00
150.00
100.00
50.00
0.00
FY12 FY13 FY14 FY15 FY16 FY17* FY18**
* 1st revised estimates
** 3rd advance estimates
Source: https://www.ibef.org/download/Agriculture_and_Allied_Industries_May_2019.pdf
http://pib.nic.in/newsite/PrintRelease.aspx?relid=190227
15
Annual Report 2018-19
50.00
CAGR 16.45%
45.00 42.86
39.13
38.70 38.21
40.00
33.87
35.00 32.08
29.20
30.00
24.70
25.00
20.00
15.60
15.00
11.30
10.00
5.00
0.00
FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19
Source: https://www.ibef.org/download/Agriculture_and_Allied_Industries_May_2019.pdf
2.96 million tones than the five years’ in the world. Total agricultural exports systematic water resource management
average production of 20.26 million from India grew at a CAGR of 16.45% over techniques are followed, the country can
tonnes. Total production of Sugarcane in FY10-18 to reach US$ 38.21 billion in improve agricultural output greatly.
the country during 2018-19 is estimated FY18 and in FY19 total agriculture exports
at 400.37 million tonnes with an increase stood at US$ 39.13 billion. One of the primary reasons for fall in
by 20.46 million tonnes over 2017-18 (as agricultural productivity is the lack of
per 3rd Advance Estimates). Further, the Challenges faced by the advanced farming technology. Poor
production of sugarcane during 2018-19 farming communities in the country lack
is higher by 50.59 million tonnes than the Indian agriculture sector the understanding of modern agriculture
average sugarcane production of 349.78 Despite the overwhelming market size, methods to improve productivity. Along
million tonnes. Total area in India, sown agricultural sector continues to lag in with these problems, the majority of the
with Rabi crops reached 64.29 million various sections. One of the major parts is farmers lack proper marketing channels and
hectares in 2018. that the yields per hectare of crops in India mediums to sell their products, reducing their
are generally low compared to international revenues. An inadequate storage facility and
Agricultural item constituting nearly 13% standards. Experts in the field of agriculture improper marketing channels lead wastage
of the total exports, India is among the 15 points out that proper management and result in poor agricultural exports and
leading exporters of agricultural products of water is the primary reason and if maintaining quality in many cases.
16
Management Discussion and Analysis
Government Initiatives
In recent years much emphasis has been given on commercializing Indian agriculture. Some of the recent strategies planned and
schemes launched in the sector are:
1 2 3 4 5
Air cargo Benefit Innovation and Launched Extension
support to through entrepreneur- Pradhan of the urea
agriculture digital ship in Mantri Krishi subsidy
export technology agriculture Sinchai Yojana
Planning to provide air Allotment of ` 2000 Crore New AGRI-UDAAN Launched Pradhan Extension of the urea
cargo support to promote (US$ 306.29 million) programme launched Mantri Krishi Sinchai subsidy to the farmers till
agriculture exports from for computerization of to boost innovation and Yojana (PMKSY) with an 2020 estimated at ` 45,000
India. Primary Agricultural Credit entrepreneurship in investment of ` 50,000 Crore (US$ 6.95 billion).
Society (PACS) to ensure agriculture. Crore (US$ 7.7 billion).
cooperatives are benefited
through digital technology.
Growth Drivers
Outlook
Agriculture is now a sector with great potential of triggering growth. The AgriTech sector is witnessing a number of startups in
India. The sustainable intensification of agriculture systems offers synergistic opportunities for combined growth of agriculture and
capital investment. India has set to achieve an ambitious target of doubling farm income by 2022. It has also planned to increase
the average income of a farmer to ` 219,724 (US$ 3,420) by 2022-23 from ` 96,703 (US$ 1,505) in 2015-16.
17
Annual Report 2018-19
520 190
490 150
460 110
430 70
400 30
09/10 11/12 13/14 15/16 17/18 19/20
forecast
Production (left axis) Utilization (left axis) Stocks (right axis)
Source: http://www.fao.org/3/ca4526en/ca4526en.pdf
18
Management Discussion
Management Discussion and Analysis
& Analysis
19
Annual Report 2018-19
5.8 million tonne (MT) of rice worth $3.8 ‘Grade A’ variety rises from ` 1,770 to Rice being a staple crop for 70% of the
billion and the total number of export ` 1,835 a quintal. world and thus the demand for rice is
shipments slumped 14% in the first three expected to continue to grow in the years
quarters of 2018-19. While from April Outlook ahead. The food security concerns all
to February, the overall export stood over the world is likely to drive growth for
Surplus rice stockpiles and improved the India rice industry, which by exporting
at 10.57 million tonnes, after dropping methods of production have helped
nearly 9.4% compared to the previous rice to various countries is contributing
India position itself competitively in towards global food security.
year, as leading buyer Bangladesh the global rice trade market. But low
trimmed its purchases due to a bumper productivity and lack of measures to With the climate change, continuous
local harvest. The government in the last improve productivity have been a reason rising demand by consumers and the food
July increased the paddy MSP by 13% to for worry for the Indian players. The low security, rice industry is facing the challenge
` 1,750/quintal, the biggest hike in six yield in India is on account of rain fed of producing rice without compromising
years. It was part of an electoral promise agriculture and poor irrigation system. on efficiency, equitability, environmentally-
to ensure farmers get at least 50% profit In addition, farmers grow multiple friendly, and more resilience to climate
over cost of crops for which MSPs are crops in a year on the cultivated land change. It has become imperative to
fixed. Further to support the farmers, the and hence, per day productivity of most produce rice at lesser land, with lesser
Government again increased the MSP crops is lower in comparison to the water and labor. India is also facing lack of
of kharif crops in line with the rising global average. With the government’s adequate agriculture infrastructure such
cost of production. The support price renewed focus on the rice industry, these as technologically advanced equipment,
of common variety rises from ` 1,750 a are the areas that should be focused on transportation network, and effective
quintal to ` 1,815 while higher quality initially. public private partnership.
20
Management Discussion and Analysis
INDIAN BASMATI RICE India’s export of Basmati Rice (in million tonnes)
21
Annual Report 2018-19
Three-year export statement of APEDA for Basmati rice and Non-Basmati rice
(Value in ` Lacs, Volume in metric tonnes)
Source: http://agriexchange.apeda.gov.in/indexp/exportstatement.aspx
7.4
5.6
2.2 2.0
1.7
Source: http://www.worldstopexports.com/rice-exports-country/
vis-à-vis the US dollar, while the volumes ` 64,997/MT during the same period in adoption of strict pesticide rules by
have only been marginally higher (2%). FY18. Iran accounted for nearly one-third Saudi Arabia, the pesticide residue issue
Further, the fear of US sanctions also of the total basmati rice exports from in the EU, payment problems with some
helped in the increased export numbers as India in FY19. Iranian importers and imposition of
it prompted aggressive buying by Iran in trade sanctions on Iran by the US. The
the first half of FY19. The average export Basmati rice exporters of India faced a loss owing to EU pesticide rules was
realizations have also firmed up to ` 74,053/ number of challenges during the year, estimated at ` 1,000 Crore during the first
MT in the first 10 months of FY19, against prominent amongst them being planned nine months of FY18-19.
22
Management Discussion and Analysis
& Analysis
Outlook
The Indian basmati rice industry
is expected to continue its growth
momentum in 2019-20, with a projected
growth of 4-5% on a y-o-y basis. Hike in
Basmati rice average realizations is likely
to sustain in H1 FY20, given the increase
in paddy costs in the recently concluded
procurement season and steady
international as well as domestic demand
outlook. Further exploring other avenues
of growth like markets in the other major
countries such as China, US and Latin
America is something the exporters would
like to continue.
23
Annual Report 2018-19
Company Overview
With more than a century in the industry, after spending
KRBL today needs no introduction. Starting more than three
off from humble beginnings in 1889 as an generations in
agricultural commodities producer in the perfecting the
region of Lyallpur, Faisalabad (Pakistan), Basmati grain. It
the Company has evolved with time is also a major
to become India’s first integrated rice producer of
company with a comprehensive product Non-Basmati
chain under the dynamic leadership of its rice and milling
Chairman & Managing Director, Mr. Anil by-products like
Kumar Mittal. bran oil, furfural,
rice bran, and de-
The Company has emerged not just oiled cakes.
as one of the largest branded rice
manufacturers in India but also as one of KRBL has built a robust foundation for KRBL’s agri-business division is the
the most integrated rice companies in the rice production aptly complemented major contributor to the Company’s
country with a presence across a number by corresponding investments in the revenue stream which consists of rice,
of other business verticals like energy. downstream processing of by-products furfural, seed, bran, and bran oil among
Known for its sustainable business like power, furfural oil and in the glucose others. With a presence across the entire
practices, the Company’s energy division business. Thus, KRBL progressively value-chain of the rice industry, KRBL
not only helps it in meeting its captive evolved its personality; what was once Limited today has emerged as a brand
energy requirements but has also helped principally an agricultural commodity name in itself, evoking enormous respect
in opening up a new revenue stream for manufacturing company gradually and recognition among the other players
the Company in terms of selling power to became a rice and other ancillary product in the industry.
the local grid. manufacturing Company. Contributing
to the nation’s power requirement The Company’s energy division comprises
One of the first companies in India’s by establishing itself as a significant power generated from wind turbines,
agricultural industry to see a life beyond diversified power generator, the Company solar power plants and husk-based power
rice, KRBL is today a global leader in continues to partner in the nation’s plants.
the branded Basmati rice segment growth.
24
Management Discussion & Analysis
Andhra Pradesh
(Gandikota,
Tallimandugulla)
25
Annual Report 2018-19
130+ #1 #1 #14
years of rich KRBL is the KRBL’s market Total number
industry largest exporter of status in the of rice brands
experience branded Basmati Indian Basmati sold under the
rice in the world packaged rice banner of KRBL
segment with
` 4,120 more than 35% A wide array of
Crore market share products helps
operating revenue the Company
in 2019 address
“God of growing
2,18,320 Grains” consumer
One of KRBL’s needs (masses
MT KRBL’s total
proudest moment to premium).
export of Rice in
in FY19 was At KRBL, we
2019
being featured on introduce
globally renowned innovative
Largest Discovery products,
KRBL has the Channel’s making it
world’s largest flagship series possible
rice milling plant Inside Out in an to address
located in Punjab, episode named emerging
India spread ‘God of Grains’ needs
across 200 acres depicting the
entire journey
of Basmati Rice
from Farms of
India to the plates
of unlimited
cuisines across
the world and the
role played by
KRBL in the same
26
Management Discussion &
and
Analysis
Analysis
LEVERAGING
PRESENCE CAPABILITY NETWORK
POWER
27
Annual Report 2018-19
7% 14%
minimizing costs and making the most of a positive macroeconomic environment
resulted in it bettering its performance over the previous year. Achieved higher
capacity utilization compared to the previous year resulting into higher throughput.
Being in a working capital and labour-intensive business, we believe that success CAGR growth in CAGR growth in
is derived from the ability to maximize offtake, making it possible to cover fixed net sales over the EBIDTA over the
costs more effectively. Over the years, the Company has spread its wings not just last five years last five years.
across the length and breadth of India but also globally. The Company’s flagship Enhanced margins
Basmati rice brand ‘India Gate’ has established its reputation in both international have been driven by
and Indian markets. KRBL commands a strong presence in Gulf Cooperation strong brand, stable
Council (GCC) countries and the Middle East Region which contributes nearly business model and
36% to its export revenues. Other countries where KRBL has a substantial market focused strategy
presence includes Australia, Canada, USA, and South Africa among others.
28
Management Discussion & Analysis
2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19
2,727
865
2,288 792
1,907 654
1,498 532 508
1,284
2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19
503 2.50
434 2.30
399 2.10
1.90
322 1.70
293
2014-15 2015-16 2016-17 2017-18 2018-19 2014-15 2015-16 2016-17 2017-18 2018-19
29
Annual Report 2018-19
COMPANY 66,236
Up by
Up by 16%
22%
KRBL is world’s largest exporter of branded Basmati rice.
Also, KRBL’s export realization is much higher than the
industry average.
KRBL is no longer just the No 1 national Basmati brand. It inspires an international brand recall too.
30
KEY FINANCIAL RATIOS*
22.30
19.43 19.00
18.45
13.62
12.80 13.38
10.85 12.21
9.50
Debtors Inventory Interest Current Debt equity Operating Net profit Return on net
turnover ratio turnover ratio# coverage ratio ratio ratio profit margin margin (%) worth (%)
(%)
FY18 FY19
*Based on Consolidated Financials.
#
Since our Paddy Basmati Season is from October to December every year, the closing inventory as on 30th September has been considered for calculating Inventory turnover ratio.
30
Management Discussion and Analysis
2,019
1,858 1,793
1,690
1,316 1,042
545
566 586
0
375
125 220
14 14 15 15 16 16 17 17 18 18 19 19
13- 13- 14- 14- 15- 15- 16- 16- 17- 17- 18- 18-
FY FY FY FY FY FY FY FY FY FY FY FY
H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2
The above data indicates the growing financial strength of KRBL Current Ratio*
as it continues to reduce its dependency on external funds for
building its inventory. As of September 2018, KRBL is a zero debt
company with a cash surplus of ` 107 Crore on the books. 2.06 2.05 2.07
0.71 1.77
Why this is important?
Generally, net debt starts rising with the commencement of
procurement period of paddy i.e. H2 every year and reaches
the maximum level during the period. But starts coming down
significantly by end of H1 of the next financial year. This is a
cyclical phenomenon. FY15 FY16 FY17 FY18 FY19
10.85
9.64 9.50
0.80
7.97
0.58 0.55 0.53 0.52 5.59
FY15 FY16 FY17 FY18 FY19 FY15 FY16 FY17 FY18 FY19
*Based on Consolidated Financials.
31
Annual Report 2018-19
CORPORATE STRENGTHS Company as the leader within the branded DRIVERS OF SUCCESS
Basmati rice segment for years now.
Principal supplier: KRBL enjoys principal Business enabler I
supplier status for majority of its Value chain: KRBL’s foray into the healthy
Manufacturing
institutional customers in the agricultural food segment helped the Company
rice segment, resulting in revenue further widen its presence across the In a working capital and labour-intensive
predictability. value-chain. Basmati rice business, manufacturing
plays a pivotal role in determining the
Prominent clients: KRBL is associated Robust distribution system: KRBL’s long-term sustainability of a company,
with some of the most reputed names of state-of-the-art manufacturing facilities since the performance of a company
the hospitality industry. Some of KRBL’s and a deep-rooted distribution model hinges on several uncontrollable external
biggest institutional clients include helped the Company deliver its products and controllable internal factors. At
names like Taj Group of Hotels, The Leela, efficiently and timely across the length KRBL, we believe that exercising efficient
and ITC Hotels. and the breadth of the country. control over the internal factors is what
sets a corporate apart from the rest.
Enduring relationships: KRBL enjoys
enduring relationships with customers
owing to its ability to provide products An efficient manufacturing Reduced
of consistent quality across different process results in wastage
categories. Majority of KRBL’s
relationships last more than a decade.
How did KRBL ensure the best possible manufacturing facility within its industry
space while matching international standards?
01 03 05
constant improvement of our
ourselves on ‘how’ we can do practices which
manufacturing processes to ensure
better or ‘how’ we can push are in line with
reduced wastage while ensuring
the envelope those of the best
efficient and timely product
in the world
deliveries to markets
02
process and periodically investing in
different processes. Case-in-point:
KRBL invested in customizing milling
04 long-standing
industry experience
32
Management Discussion and Analysis
33
Annual Report 2018-19
Road ahead
Moving forward we continue to remain
committed towards delivering products
conforming to national standards and
meeting customer requirements to their
total satisfaction. We continuously improve
the quality performance and effectiveness
of our products. We periodically review
quality objectives to enhance customer
satisfaction and cost-effectiveness.
34
Management Discussion and Analysis
Our key
differentiators
Economies
Brand image
of scale
35
Annual
AnnualReport
Report2018-19
2019-20
Theme Introduction
36
& Analysis
Management Discussion and Analysis
37
Annual Report 2018-19
Agri-business division This is how KRBL has has tried to build a milling capacity which
provides it with economies of scale. KRBL
selected to grow its agri- today boasts of having the largest rice
With a presence across the entire value
business milling capacity in the world.
chain of the rice industry, KRBL has over
the years emerged as one of the leading How this is beneficial for KRBL:
players in the Indian agri-processing
• By enhancing distribution
and marketing industry. Equipped with a efficiency • This helped KRBL in providing farmers
with the confidence that it has
wide range of products, the Company’s Over the years, the Company invested abundant processing capacity, thereby
product portfolio helps address diverse substantially in its distribution channels ensuring regular raw-material supply.
consumer preferences across income to stay ahead of the curve. Thus, today • Enhanced the Company bargaining
classes and geographies. Owing to KRBL distributes its product through both strength in the market.
different brand promotion activities modern and traditional trade channels, • Made possible for KRBL to address
coupled with unflinching product quality, including e-commerce. diverse customer types (retail and
KRBL’s flagship Basmati Rice brand
institutional).
‘India Gate’ is a market leader within its This is how KRBL has made it happen:
• Enhanced KRBL’s preparedness
industry space.
• The Company successfully established in addressing sudden increases in
diverse strategies for different demand.
distribution channels. It enabled • Enabled KRBL to save on costs incurred
KRBL to not only grow its business by an increased level of production.
successfully but has also enabled us to
is India Gate’s market
share. The highest
beat competition by supplying quality • By enhancing the brand value
35%
products to its customers in time.
market share for any KRBL’s position as a unique and industry-
• In order to sustain its leadership
company in the sector leading agro company is backed by its
position, KRBL continued to focus on
in combined urban and strong brand value. Despite the increased
improving the efficiency of its delivery
rural areas in 2018-19 competition from unorganized players,
model across different traditional
the Company has been successful in not
channels while also focusing on
only maintaining its market share but has
further improving its online presence
been successful in gradually increasing
and presence across other modern its market share.
distribution channels.
• The Company continues to strengthen This is how KRBL has made it possible:
its delivery network through the
ongoing implementation of GPS- • By adopting a unique business strategy,
enabled tracking devices for the wherein KRBL offered its customers
branded Basmati rice across a wide
Company employees. Through this the
range of price points.
Company was able live track demand
• By making products more affordable
and supply scenario and take decisions
for consumers across various
accordingly.
economic levels while also offering
• Backed by a deep-rooted distribution
them choice of selection, depending on
network of 484 distributors, the
the occasion or budget.
Company’s product range are available
• By innovating new products which
across the length and breadth of the
helped address the unmet customer
country.
needs.
• By attaining economies of • By focusing on creating brands
and products which emerged as
scale
its major business drivers, despite
Operating in a highly competitive being present in a very dynamic and
environment, the Company over the years competitive market.
38
Management Discussion and Analysis
Despite the stiff competition in the Indian efforts in marketing, trade investments, Relationship-driven approach: The
market, demand for rice in India remained market development, and in market Company evolved from a vendor to a
quite strong during the year. Although execution helped achieve the expected partner to a solutions provider, marked
India still remains one of the highly growth. by the ability to convert incipient trends
price sensitive rice markets across the into tangible products, address value-
globe, the organized players performed With the growing practice of having added customer needs and respond with
relatively better during the year compared healthy food and riding on the health new product development to meet the
to the unorganized players, thanks to the benefits of KRBL’s different products changing customer requirements.
implementation of GST in the previous in the Healthy Food segment, the
financial year. segment continued to find increased Road ahead
traction across the different markets.
FY19 proved to be another year of The segment record a 34% sales growth Being industry leader and the oldest
exceptional performance for the Company. during the year. organization in the Indian branded
Building on our numerous successes of Basmati rice industry, KRBL has closely
the past years with more passion, in FY19 Segment competencies witnessed the retail evolution. Beginning
we continued to improve our profitability. A as an organization pioneering Basmati
favourable industry scenario, coupled with Product mix: A diversified product mix rice business, we are today transforming
the seamless execution of our strategic places KRBL in an advantageous position ourselves to champion active retailing.
plans led to visible growth in terms of
and helped the Company sustain its
revenues, profits, volumes as well as values. In line with this tenet, we intend to double
leadership position in the Indian organized
During the year, the Company reported a our retail presence - in terms of value
rice market.
13% y-o-y volume growth and 17% y-o-y
by 2021. To do so, we intend to double
value growth at the back of our strong
Brand: The growing brand recognition of our current sales force team, focus on
focus on branding, customer engagement,
the Company enhanced brand leadership active retailing and reach out to more
and wide distribution network.
and revenue potential. and more retail outlets. The reason being
despite the recent growth of modern trade
A strong brand image coupled with an
Cost control: The Company’s strategic channels and e-commerce, local kirana
impressive product range, catering the
locations, near the major raw material stores are still a major contributor in the
needs of the customers across different
sources and also the major consumption Indian rice market accounting for nearly
income segments, is what helped the
Company stay ahead of the curve. Over centers, make it possible to supply 70% of the overall sales. Keeping this in
the years, the wide portfolio has translated products anywhere in India, saving mind, we intend to grow our outreach into
into the ability to engage with different considerably on freight and transportation more and more kirana stores across India.
kinds of customer, grow their exposure, costs.
emerge as the preferred supplier and Further, we plan to constantly upgrade our
attract new customers, creating a virtuous Regulated industry: KRBL enjoys distribution and supply chain network and
cycle of growth and profitability. a competitive advantage with the re-frame our go-to market strategies. A
government’s imposition of GST which careful analysis of the geographies of our
India Gate brand saw its domestic makes it difficult for new entrants or the presence, product penetration, customer
sales improve in FY19. Vigorous unorganized players to find a footing. requirements, and purchase behaviour
are expected to help in driving more
throughput from the existing distribution
network. Along with this, we plan to use
the different new-age technologies like
sales force automation, big data analytics
and advanced supply chain tools in taking
KRBL a whole new level. We intend to use
all these while striving to form an organic
growth machine which is constantly
navigating through the challenges and
steers growth opportunity from within.
39
Annual Report 2018-19
When majority of the other competing From premium to mass, KRBL has a KRBL’s Unity rice brand was majorly
brands focused on gaining market presence across the value chain enabling catering to the institutional clients.
share by lowering the prices or by the company to serve a wide range of During the year, the Company undertook
targeting the bottom of the pyramid, customers. a conscious decision of introducing the
KRBL continued with its premium brand in the retail segment as a part of its
pricing strategy owing to its impeccable During the year, the Company adopted an repositioning strategy. Thus, repositioned
product quality. innovative packaging strategy. In line with Unity as a biryani basmati rice from just a
the tenet, KRBL repackaged its India Gate basmati rice brand and for the first time
Backing our innovative positioning, new Classic’s 1 kg rice pack to a brand-new introduced a new pack of the Unity Biryani
packaging strategy and inherent product occasion special celebration pack. rice brand in the consumer pack segment.
qualities like the longest rice grain,
superior quality, and exotic taste, KRBL’s In FY19, one of the focus areas of the All these initiatives helped in further
India Gate brand continued its dominance Company was creating strong brand enhancing KRBL’s brand perception in the
in Indian market. presence for the Unity rice brand in the consumer packaging segment.
retail consumer segment. Previously,
40
Management Discussion and Analysis
& Analysis
A specially crafted segment aimed at servicing the needs of the institutional clients like hotels,
restaurants, and caterers.
Growth rationale
A dedicated and well-strategized approach towards enhancing
brand visibility and showcasing brand strength has helped
the Company’s bulk packaging segment grow year after year
despite the imposition of GST.
KRBL’s approach
Focused on showcasing the distinct quality features of its product,
the wide range of product varieties to choose from and the
Company’s ability to consistently deliver products of top quality
Segment growth across different price points. Thereby, enhancing the brand equity.
Overall sales value in FY19 grew by 22% in this segment.
Traditional approach
Largest supplier It is perceived that in this segment one can achieve growth by
KRBL is the largest supplier of biryani rice to majority of focusing on volume-play at minimum price and not on brand
restaurants in the southern states of India. equity. Thus, it not only helped KRBL in consistently growing the
bulk packaging segment but also helped KRBL stay ahead of
competition.
Longer
holding time
Higher
Fluffy and
elongation
non-sticky
ratio
Greater Consistent
cooking yield quality
41
Annual Report 2018-19
Top 5 Brands (% All India Share) – Value Wise Top 5 Brands (% Share in Town class I) – Value Wise
35% 37%
25% 26%
9%
7%
4% 4% 3%
3%
India Gate Peer 1 Peer 2 Peer 3 Peer 4 India Gate Peer 1 Peer 2 Peer 3 Peer 4
Basmati Rice Basmati Rice
Brand Brand
Highest all India (Urban and Rural combined) Highest all India Town class I market share of KRBL
market share of KRBL Limited Limited
In value terms, India Gate Basmati Rice brand enjoys a leading In value terms, India Gate Basmati Rice is a dominant brand in
position in the Indian urban and rural areas combined with a town class I cities with a 37% market share.
35% market share.
Top 5 Brands (% Share in Metro Market) – Value Wise Top 5 Brands (% Share in Traditional Market) – Value Wise
37% 31%
26% 21%
10%
10%
5% 5%
3% 3%
India Gate Peer 1 Peer 2 Peer 3 Peer 4 India Gate Peer 1 Peer 2 Peer 3 Peer 4
Basmati Rice Basmati Rice
Brand Brand
Highest all India Metros market share of KRBL Highest all India Traditional Trade Market Share of
Limited KRBL Limited
In value terms, India Gate Basmati Rice is a dominant brand in In value terms, India Gate Basmati Rice is a leading brand
Indian Metropolitan area with a 37% market share. dominating the all India traditional trade with a 31%
market share.
42
Management Discussion and Analysis
MODERN TRADE
In its modern trade distribution channel, the Company in improved same-store sales and category share. The
has enhanced its presence to more than 8,800 stores, Company’s strong business development team undertakes
while growing market share from 39% to 41% in value significant research and analysis to identify the right city,
terms. Initiatives undertaken by the Company towards right catchment area, and right store. This facilitates the
retail activation and dominating shelf-space, has resulted Company in consistently growing its market share.
41%
32%
7% 6%
3%
43
Annual Report 2018-19
E-COMMERCE PRESENCE
With an eye on cashing in on the increasing opportunity from The e-commerce business has transformed the way business
the online distribution network, KRBL continued to strengthen is done in India. Propelled by rising smartphone penetration,
its e-commerce presence in FY19. Regular introduction of its the launch of 4G networks and increasing consumer wealth,
different products on the different e-commerce platforms and the Indian e-commerce market is expected to grow to
increasing its strategic tie-ups with different e-commerce US$ 84 billion by 2021. Online retail sales growth is expected
players were KRBL’s major strategy for expanding its to be driven by the major e-commerce giants like Flipkart,
e-commerce presence. Amazon, and Paytm among others.
Ensured presence across all the major e-commerce players in the country.
44
Management Discussion and Analysis
The Indian food processing industry is today one of the fastest growing industries in India and nurtures the potential for substantial
growth in the foreseeable future as well. This exciting growth has been fuelled by many factors.
01 02 03 04
All these favourable factors are likely to create a favourable position for the Indian food industry, especially its food processing segment.
45
Annual Report 2018-19
INNOVATION AT KRBL
HEALTH FOOD SEGMENT
As we position ourselves as an innovation
and research led agri-products company, it
is imperative that we deliver innovative and
tailored solutions for our customers which
helps meet their evolving needs. With the
rising consciousness among urban consumers
to keep a watch on one’s diet and weight,
growing instances of increasing stress levels
and growing health issues owing to sedentary
lifestyle, consumers were on a constant lookout
for healthy foods within their staple diet which
help control their diet and minimize the stress
levels yet they are good to eat and not low on
nutrition content. KRBL answered this with the
launch of its ‘Health Food’ segment.
46
Management Discussion & Analysis
Non Basmati
Brown Rice
Basmati Quinoa
Brown Rice
• 100% whole
grain brown
rice
• Provides
• Low GI
• Great source of balanced
(glycaemic
dietary fiber nutrition
index) levels
• Ready to serve in • Protein-rich
• High on fibre
just 12 minutes grain
density
• A nutrient-rich • Rich in minerals
alternative to
• High on dietary
carb-based
fibre
diets, which
supports an
active lifestyle
47
Annual Report 2018-19
2019-20
KRBL’s
MEDIA OUTREACH
Key trends that played a major role in defining KRBL’s media strategy in FY19
48
Management Discussion and Analysis
49
Annual Report 2018-19
KRBL continued to promote its highly Iss Tyohaar Sirf Classic Banega
successful ‘India ki Puraani Aadat’
brand promotional advertising campaign Truly believing that special days deserve
in FY19 whilst bringing in some new something special on your plate,
marketing initiatives like repackaging and KRBL launched a massive 360-degree
relaunching ‘India Gate’s’ flagship brand advertising campaign during the festive
‘India Gate Classic’ rice 1 kg pack in an season of 2018. Thus, making it perfectly
all-new occasion special ‘Celebration aligned with the sentiments of the season
Pack’. and the value of its flagship brand.
During the year, the Company undertook
KRBL added a new dimension to the extensive promotional activities across
campaign, by focusing on specific different media platforms like TV, radio,
geographies and introducing India Gate newspaper, magazines, and digital for
Classic as a product which is affordable the ‘Iss Tyohaar Sirf Classic Banega’
as a festive buy for everyone. advertisement campaign. Further KRBL,
undertook focused trade level marketing
Blending the old with new, the Company initiatives like dealer distributor boards,
in FY19 launched a massive media diverse POSM elements and introduced a
campaign surrounding its India Gate growth focused dealer scheme to further
Classic brand called ‘Iss Tyohaar Sirf boost the visibility of the Classic brand.
Classic Banega’. All these initiatives helped the Classic
brand reach new heights in terms of brand
visibility as well as revenue.
50
Management Discussion and Analysis
& Analysis
Campaigns Outreach
3,860 Television
spots 609 OOH units 500 Premium outlet
50 National magazines
and dailies
47%
visibility of the newly launched packaging of the
India Gate Classic and establishing it as an occasion achieved by KRBL’s ‘India
special product in households across India. Gate Classic’ brand in FY19
51
Annual Report 2018-19
2019-20
56%
KRBL Peer1 Peer2 Peer3 Peer4
53%
KRBL Peer1 Peer2 Peer3 Peer4
India Gate-Today the brand is synonymous to the best quality Basmati Rice and has emerged as the
most preferred packaged rice brand in India and abroad.
52
Management Discussion and Analysis
53
Annual Report 2018-19
54
Management Discussion & Analysis
3,600+ 13
Total sponsorships in
FY19, one of the highest
20+
Total promo tags within its industry space Total integrations in FY19
55
Annual Report 2018-19
Radio
Well-thought out radio advertising
campaigns continue to be immensely
popular and have massive reach.
During the year under review,
KRBL launched several innovative
promotion campaigns targeting all
the metro cities and also the Tier I,
National channels where KRBL’s radio advertisements got aired
Tier II, and Tier III cities. India Gate
remained the main brand in focus in
most of the campaigns. 16,000 4,00,000
Spots Total running period
of the spots for a period
of three weeks
Print
Print, likewise, remains ever
important medium of advertising
for the Company. KRBL targeted
North India, its promotional campaigns at
select publications, including
Maharashtra, regional ones, to reach our target
consumer base. Keeping in mind
Karnataka,
50+
that Indian households still tend
West Bengal, to reflect a traditional division of
labour within households, with
Total ad insertions
placed by KRBL
and women being responsible for
meeting the nutritional needs of
Tamil Nadu family members, KRBL ensured an
24+
Magazines
Important
regions where the
advertising presence in all leading
women’s magazines and dailies
across India.
where ad insertions have advertisements have
been placed been published
56
Management Discussion and Analysis
Outdoor
Being strategic in its approach, KRBL’s BTL activities
were based on the choice of opportune locations and innovative ideas.
Wrapped an entire metro train in Classic Launched one of KRBL’s biggest outdoor Diverse and innovative advertising
Celebration Campaign with the ‘India campaigns with the ‘India Gate Classic’ displays across different mediums like
Gate Classic’ brand – for the first time in brand metro trains and digital screens
the history of KRBL
22 600
This helped the Company with an enhanced visibility and Cities covered by Sites across the
positioned its brands around ‘health’, ‘affordable’ and ‘choice’ KRBL’s biggest outdoor 22 cities
translating into an ability to provide safe and healthy products campaigns with the
across diverse price points. ‘India Gate Classic’
57
Annual Report 2018-19
58
Management Discussion and Analysis
& Analysis
All these initiatives helped the Company further strengthen its visibility across the digital channel and entrench its brands in the
minds of the young population of the nation. KRBL also focused on customizing its digital campaigns around different products and
different customer segments.
59
Annual Report 2018-19
2 million people
Reach of the campaign till date
1 million +
Total video views of the campaign
till date
10,000
Total packets of rice received by
KRBL till date
60
Management Discussion &
and
Analysis
Analysis
The Company ventured into the international market in 1985 FY19 proved to be another year of great performance for
with a small order of basmati exports of 1,000 tonnes from the KRBL’s export business as the Company continued to widen
UAE. Over the next few years, KRBL Limited developed a strong its international presence during the fiscal year. Contributing
network of distributors in 82 countries across the globe. nearly 45% to the overall revenue mix, KRBL’s export revenue
grew by 42% during the year to record an overall export sales of
Positioning itself as a global agri product manufacturing ` 1,845 Crore compared to ` 1,303 Crore in FY18.
company, KRBL has built a strong international presence
over the years and is today one of the largest Indian players Continuing to hold the leadership position in the UAE market,
in the branded rice segment to have such a global outreach. KRBL’s flagship Basmati rice brand India Gate commanded a
A household name in several international markets, KRBL has market share of 33% (in terms of value) in the region compared
built a strong presence in a number of Gulf countries. to its next best peer who commanded a market share of 11%.
India Gate is also a well-recognised brand in some of the other
markets like GCC countries, Australia, and South-East Asian
markets, among others.
61
Annual Report 2018-19
India Gate is
the #1 Indian
Basmati brand
in Canada both
in Ethnic and
Modern Trade
Nur Jahan
emerged as
the #1 brand
in South Africa
commanding
a total import
share of 32%
with KRBL
brands in South
Africa
Source: Retail Data, Distributors Data, APEDA Data, KRBL Export Data
62
Management Discussion & Analysis
India Gate is
the #1 premium
Indian Basmati
rice brand in
Bahrain and
Lebanon
India Gate is
the #1 Indian
Basmati rice
brand in UAE
India Gate and
Nur Jahan are the
#1 and #4 Indian
Basmati rice brand India Gate is
in Qatar with the #1 brand in
combined 38% Australia and
market share New Zealand
with a total
import share of
28%
63
Annual Report 2018-19
Within the Gulf region, we have exponentially grown our Public Relations outreach in the past year, aiming to consolidate and
strengthen our engagement with consumers and customers.
Recently
launched
healthy
food
products
64
Management Discussion & Analysis
3
Developing innovative health stories and
features around the health attributes
How
KRBL’s PR
4
By reaching out to target consumers through
team
digital and social media channels to great effect
create the
buzz? By clearly conveying the Company’s view in the
6
By directly interacting with our target consumers
through regular blogger collaborations
65
Annual Report 2018-19
Publication features
Print = 1
Interviews 5
Online = 4
Print = 12
Media Alert Features 161
Online = 149
Print = 1
Press Releases 6
Online = 5
English = 19
Blogger Collaborations 35
Arabic = 16
Print = 10
Recipes Featured 41
Online = 31
Print = 4
Articles 8
Online = 4
Print = 3
Industry Stories Featured 5
Online = 2
(*Above shown results are achieved from April 2018 until March 2019)
66
Management Discussion & Analysis
33%
11%
4% 4%
3%
In value terms, India Gate Basmati Rice is the largest selling Basmati Brand in UAE Basmati Rice market with 33 % Market Share.
20%
9% 9%
5%
In value terms, India Gate Basmati Rice is a leading brand in Qatar Basmati Rice market with 29% market share. While, Nur Jahan
Basmati Rice is gaining traction with 9% market share.
Source: AC Nielsen Middle East - for the period Feb 2018 - Jan 2019)
67
Annual Report 2018-19
14%
11%
6%
2%
In value terms, India Gate Basmati Rice is a leading brand in Kuwait Basmati Rice market with 24% market
share. Being a newly introduced brand in the market, Bab AI Hind is slowly & steadily picking up pace with respect to other brands.
Source: AC Nielsen Middle East - for the period Feb 2018 - Jan 2019)
KRBL’S Traditional Marketing Consumer Activation in GCC Through this partnership, KRBL is
working towards many goals, including:
Initiatives in MENA Region At KRBL, we have always believed that
At KRBL, we set our sights on becoming we are a company built by farmers and
• Encouraging and inspiring young
internationally recognized and loved by loyal consumers and constantly strive
chefs through training and
consumers coming from diverse cultural to reward our consumers who believe in
competitions and enhancing
and geographical backgrounds. It makes the brand and quality of our products.
the culinary prestige of the UAE
us proud that our products transcend We were delighted to launch a scheme
internationally;
the limitations of language, ethnicities, that offered a Free Electric Kettle with
cultures, eating habits, and geographical every pack of 5kg ‘India Gate Classic
• Encouraging UAE nationals in
locations. In the past year, we reinforced Rice’ across the Gulf and LEVANT
considering a career within the
this essence of the brand by continuously regions.
hospitality industry;
investing in and communicating with our Strategic partnership: KRBL’s Corporate
consumer universe across the world. Membership of Emirates Culinary GUILD • The partnership is likely to enhance
KRBL made yet another innovative KRBL’s brands and brand value in
KRBL adopted an aggressive BTL the UAE chef community
move by partnering with the Emirates
strategy to reach out to the Arabic, Asian,
Culinary Guild (ECG) in FY19. The ECG is
and Western expat target consumer base • Help KRBL further enhance
an association of professional chefs in
within the MENA region, promoting ‘India awareness about the Company in
the UAE and is a non-profit organization
Gate Classic’, ‘India Gate Super’, ‘India terms of the varieties of rice offered
run by volunteers dedicated solely to
Gate Quinoa’, ‘India Gate Chia Seeds’, by KRBL and KRBL’s health food
the advancement of the culinary arts in
‘India Gate Flax Seeds’, and ‘India Gate range among others.
the UAE.
GABA Rice’.
68
Management Discussion and Analysis
69
Annual Report 2018-19
Power sector
In a power-intensive business like rice to ensure constant power supply for This investment not just helped in
milling and processing, the onus is on its operations and has currently total meeting the captive power requirements
the Company’s ability is to maximize installed capacity of 146.94 MW across of the Company, resulting into a
the generation of power from the different verticals like biomass, wind, substantial saving in the power and fuel
downstream utilization of byproducts. and solar power segment. KRBL today costs, but also opened up a new revenue
enjoys one of the largest renewables and stream for KRBL.
Keeping this in mind, KRBL ventured in alternate power generation capacities
the business of captive power generation within India’s agricultural industry.
129 4% 114.35
Total revenue Growth in the revenue KRBL’s total wind
generated from generated from power generation
` the sale of power the sale of power
Crores capacity*
in FY19 compared to FY18 MW
70
Management Discussion and Analysis
15.00 MW
KRBL’s total solar power
generation capacity* 17.59
MW
KRBL’s total biomass power
generation capacity*
72
Management Discussion and Analysis
GMP Certification
for export to US & China
(Issued by NPPO)
USFDA BRC certification
Registered issued by Intertek
73
Annual Report 2018-19
enhancing and maintaining quality takes the industry players do not want to be left preferences for branded products,
quite some time, thus the working capital out and are devising strategies especially unorganized players, operating at low
requirement is quite high. for the rural consumer. margins and accounting for nearly 40-45%
of the Basmati market, pose a threat to the
Higher propensity of inventory loss: As Increased household spending large organized players. Non-inclusion
paddy is a perishable goods, fluctuation With rising affluence in India, households of unbranded rice products in GST has
in the market prices may lead to lower are climbing up the income ladder to drive further compounded the situation.
offtake which in turn can lead to inventory nearly 3.5 times growth in consumption.
loss. Economic slowdown and currency
This growth, fundamentally, is driven
fluctuations
by two main factors—average spend
Opportunities per household and the total number of Looming threat of tariff war started by
Evolving consumer preferences and households. the US administration, coupled with
changing lifestyle: With the rise in the per geo-political tensions in Iran and Russia
capita income, more and more customers Greater acceptability among others, and sharp fluctuations
are preferring premium, branded and in currency exchange valuations could
Increasing acceptance of rice as a
healthy products instead of low quality adversely impact international/export
staple diet has enhanced accessibility
and cheap ones. This is likely to push business.
of Basmati rice across different markets
up demand for branded and healthy round the globe.
rice products like Basmati rice across Growing competition from Pakistan
modern retail chains. Increasing competition from Pakistan
Threats
may impact India’s dominance in the
Increasing count of working women: Competition from unorganised segment
global Basmati market.
An increase in the young working Despite the recent trend of increasing
population, especially women,
with rising incomes and increasing
purchasing power is likely to fuel growth
of the sector - consumer spending in
India is expected to grow from US$ 1.5
trillion at present to nearly US$ 6 trillion
by 2030, according the WEF.
74
Management Discussion and Analysis
Risk management
Risk which is the manifestation of business uncertainty, affecting corporate performance and prospects, is an integral part of all
businesses but can be controlled through awareness, discipline, and commitment.
As a proactive company, KRBL has a systems-based approach to risk management. Its risk mitigation framework comprises a
study of emerging business trends, framing policies and strategies, and structured reporting and control.
Industry risk: Sectoral slowdown Raw material risk: Non-timely Brand risk: In a crowded
could impact growth. The demand for availability of raw materials may marketplace, KRBL’s brand might
agri-products is directly linked with impact the production and which lose recall, resulting in sluggish
the economic growth of the country. A in turn may have an impact on offtake, lower realizations and
slowdown in the economy may adversely the sales and profitability of the reduced profitability. Inability to keep
impact growth of the industry. Company. At the same time, high pace with evolving preferences could
cost of raw materials may also affect growth.
How will KRBL be protected? impact the bottom-line.
• KRBL is the market leader of branded How will KRBL be protected?
segment of Basmati Rice and is the How will KRBL be protected?
• Over the years, KRBL has been
most aspirational brand for high/ • The major raw material
successful in positioning itself
middle income groups who are least required to produce premium
as a quality rice manufacturer
affected by this risk. quality rice is quality of
marketed under different brands.
• Basmati rice industry is expected to Basmati paddy. Further over
This has translated into a market
witness significant growth, reflecting the decades, the Company has
share of 35%, making it the
in a growing demand for affordable and built a strong farmer connect
number one brand in India. Thanks
quality products. through its well-established
to its innovative and strategic
contact farming system,
• With the growing health consciousness marketing and advertising
ensuring KRBL the supply of
among the consumers, healthy food campaigns coupled with strategic
quality Basmati Paddy which is
segment is likely to witness significant associations, total rice sales have
GI product and grown in highly
growth going forward. increased by 28% in FY19.
irrigated areas and therefore
• Although the Company has a strong availability of Basmati paddy A strong brand recall has enabled
international presence but going will not be a constraint. KRBL to establish itself as the
forward the Company plans to further
largest exporter of branded
increase its presence in some of the
Basmati rice in the world.
under-penetrated global geographies.
75
Annual Report 2018-19
Competition risk: Rising competition from the organized and unorganized players and other major rice producing nations could
impact sales and in turn profitability.
Quality risk: KRBL’s brand value Cost risk: Owing to KRBL’s nature Geopolitical risk: KRBL markets
and customer loyalty has been over of business, it requires huge storage and sells products across the globe.
its product quality. Any fluctuation in facilities to store the rice safely for A geopolitical tension or event in
the product quality would result into aging to enhance its premiumness. any of the major markets can impact
a reputational damage, loss of faith This involves huge working capital the business of the Company. US
recently imposed trade and economic
and a drop-in offtake. and operational cost which in turn
sanctions against Iran. This might
makes the business highly capital have a serious impact on the
How will KRBL be protected? intensive. Any compromise in the company’s export business as Iran is
• The Company has always storage facilities would lead to one of India’s biggest export markets
strengthened its culture of checks fluctuation in the product quality, for Basmati Rice for a number of
and balances at all production which might lead to decreased offtake players including KRBL.
points to ensure that the product is and finally to decline in margins.
of high standard and best quality.
How will KRBL be protected?
• From sourcing of quality raw
How will KRBL be protected? • The Company embarked on
materials to testing of the final
• Products of KRBL are of premium strengthening its counter-initiative
output, quality check is prevalent
and much superior quality as by widening its global footprint.
at each and every stage.
compared to its peers which helps Further, KRBL deepened its
• Sustained investment in R&D,
the Company in commanding presence in select countries with
state-of-the-art equipment and
a higher price and in turn helps an objective to graduate from mere
manufacturing facilities and
recover the various overhead costs. shop share to national share. This
indifferent process improvement
• Further, the Company has in place multi-country presence is likely
measures, has helped the Company
different SKU’s for all pricing to moderate the risks arising from
to maintain its quality quotient.
levels which ensure a steady cash geopolitical instability in any select
inflow. region or country.
• The Company has also diversified
in the power business, which not • In Iran KRBL exports only rice, which
only helps in reducing the power is a food item and is out of the
cost but also adds a new revenue purview of the sanctions. Further,
Foreign currency risk: With export stream. to mitigate from such country
revenues contributing a significant specific risks the company enters
chuck to the overall revenue mix, any into Letter of Credit (LC) contracts
unwanted fluctuations in the foreign with its foreign counter-party which
currency rates could adversely safeguards the Company from
impact the bottom line. payment defaults.
76
Management Discussion and Analysis
Human Resource (HR) Development products, services, and reputation. We standardized across the board in order to
invested towards nurturing, developing, ensure streamlining of systems across
At KRBL, we believe that people who feel
and training our employees and also the operational value chain. The Company
truly associated with the organisation
recruiting high-calibre talent to ensure we is also investing heavily in data analytics
are the ones who perform to their
have the right people, teams, and skills to optimize its sales and distribution
peak capability. As a core part of our
to grow our business. Ensuring that our strategy.
business strategy, we’re committed to
employees are well accomplished, safe,
providing an environment where all of our
motivated, and productive is an essential Audit Systems
employees feel enabled and have a sense
element of our business model. The The Company puts the highest priority on
of belonging. We believe greater diversity
Company’s total employee strength as on transparency, ethics, and good corporate
within our business will maximize our
31 March 2019 stands at 2,202. governance and has established strong
collective capability, allow us to leverage
diversity of thought, better reflect and internal controls which have been integral
Information Technology to its growth process. It maintains proper
understand our diverse customer base.
This should in turn lead to better decision Information technology (IT) has been an accounting control and monitoring of
making and higher shareholder value. integral part of the process of the Company operational efficiency; its policies ensure
and has been one of the key driving forces strict compliance with laws and it works
The Company’s human resource behind the growth achieved by KRBL. towards maintaining reliable financial and
strategy is to consistently provide a Effective management of the Company’s operational information. KRBL’s Audit
work environment where our employees vast network of distribution channels is Committee is consistent in its periodic
are encouraged to pursue their passion facilitated by its use of top-of-the-line review of all audit reports, audit plans,
for excellence. Equipping everyone with technology. We are thus consistently audit findings, adequacy of internal
opportunities, we ensure the growth scaling up our IT investments to upgrade controls and compliance with Indian
and sustainability of our single largest our technological processes and evolve Accounting Standards (Ind AS). Over and
investment, our employees, and in turn, an infrastructure capable of maximizing above this, the Audit Committee proposes
the success of our organization. the potential of the countless growth improvements whenever necessary.
opportunities in the digital universe.
We invest in recruitment, development, Outlook
and wellbeing programmes supporting The Company uses SAP to manage After having established itself as a leading
a diverse & inclusive, safe, transparent, employee and distributor data, which also supplier of quality rice products, the
and rewarding workplace. We have been allows it to track information flow in real management is once again brainstorming
successful in building a strong team of time at the distributor and sub-distributor on how to optimally leverage its existing
passionate, dedicated, and highly skilled level. This has greatly improved qualitative strengths. Being an agile and proactive
workforce because we believe that our control and strengthened supply chain Company, it has been on a constant
people are fundamental to our great efficiencies. Further, processes have been lookout for different avenues of growth
which would help KRBL sustain its
leadership position and also sustain its
future growth strategy. Venturing into
the healthy food segment is one such
initiative, moving forward the Company
would continue further cement its place in
this newly formed segment and would be
on a constant lookout to further widen its
offering within this segment.
77
Annual Report 2018-19
terms of suppliers of superior quality rice, The Company expects to reinforce Forward-Looking Statements
thereby has been successful in garnering its presence in the industry through
Statement in this report, particularly those
better margins and secured increased continuous investments in technological
which relate to Management Discussion
returns for its different stakeholders. upgradation and infrastructural
and Analysis, describing your Company’s
Moving forward, the Company is likely development. Widening the farmer
objectives, projections, estimates and
to continue working on these areas also. network would also be an area of focus
expectations may constitute “forward-
Innovation across different verticals like for the company in the years ahead, as
looking statements” within the meaning
product manufacturing, packaging, raw it plans to undertake a number of farmer
of applicable laws and regulations. Actual
material procurement, marketing, and initiatives to further strengthen the
distribution among others, has been relations with farmers. A strong farmer results may materially differ from those
the key differentiator for the Company. base coupled with an aptly strong people expressed or implied.
Additionally, the Company is likely to strength; the Company is likely to sustain
continue its focus on innovation to help it as the market leader within its industry
stay ahead of the curve. space in the years to come.
78
Directors’ Report
DIRECTORS’
REPORT
79
Annual Report 2018-19
DIRECTORS’ REPORT
To
The Members,
KRBL Limited
5190, Lahori Gate,
Delhi - 110 006
Your Directors are delighted to present the Twenty Sixth Annual Report on Company’s Business Operations along with the Standalone
and Consolidated Audited Financial Statements for the year ended 31 March 2019.
80
Directors’ Report
81
Annual Report 2018-19
from time to time) the Company in the previous year 12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
2017-18 has transferred 41,042 equity shares, which DIRECTORS
belongs to total 45 Shareholders whose dividend was Pursuant to Regulation 25(7) of the SEBI Listing Regulations,
not been paid or claimed for seven consecutive years the Company familiarizes its directors with their role and
or more, to the demat account of IEPF Authority. Upon responsibilities at the time of their appointment through a
the same, the Company during the year 2018-19 has formal letter of appointment. Presentations are regularly
transferred underlying dividend aggregating to ` 94,397 made at the meetings of the Board and its various
to the Investor Education and Protection Fund towards Committees on the relevant subjects. All efforts are made
final dividend of ` 2.30/- per equity share pertaining to keep Independent Directors aware. The familiarization
to 2017-18 as paid by the Company during the year programme of Independent directors may be accessed on
2018-19. the Company website at the link http://www.krblrice.com/
Familarization-Programs-for-Independent-Directors.pdf
Further, Pursuant to the provisions of Section 124(6) of
the Companies Act, 2013 read with Rule 6 of the Investor 13.
SUBSIDIARY COMPANY AND CONSOLIDATED
Education and Protection Fund Authority (Accounting, FINANCIAL STATEMENTS
Audit, Transfer and Refund) Rules, 2016, (as amended The Company has two subsidiaries viz., KRBL DMCC,
from time to time) during the financial year 2018-19 the Dubai, UAE and K B Exports Private Limited, India and
Company has transferred 21,578 equity shares which one step down subsidiary viz. KRBL LLC, USA. There are
belongs to total 153 Shareholders whose dividend has no associate companies within the meaning of Section
not been paid or claimed for seven consecutive years or 2(6) of the Companies Act, 2013. Further, there has been
more to the demat account of IEPF Authority i.e. INVESTOR no material change in the nature of business of the
EDUCATION AND PROTECTION FUND AUTHORITY subsidiaries during the financial year 2018-19.
MINISTRY OF CORPORATE AFFAIRS, bearing DP ID
IN300708 and Client ID 10656671, being maintained with
The Consolidated Financial Statements of the
NSDL. Before transferring the above mentioned shares, the Company for the financial year 2018-19 are prepared in
Company has published the newspaper advertisement and compliance with applicable provisions of the Companies
also sent individual letters to the shareholders concerned Act, 2013, read with the Rules issued thereunder,
who have not claimed or encashed their dividend for seven applicable Indian Accounting Standards (Ind-As) and
or more consecutive years, to claim the same. SEBI Listing Regulations. The consolidated financial
statements have been prepared by consolidating the
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, audited financial statements of the Company and
AFFECTING THE FINANCIAL POSITION OF THE its subsidiaries. Further, pursuant to the proviso of
COMPANY WHICH HAVE OCCURRED BETWEEN THE sub section (3) of section 129 of the Companies Act,
END OF THE FINANCIAL YEAR OF THE COMPANY TO 2013 read with Companies (Accounts) Rules, 2014, a
WHICH THE FINANCIAL STATEMENTS RELATE AND separate statement containing the salient features of
THE DATE OF THE REPORT the financial statements of Subsidiaries of the Company
No material changes and commitments affecting the in the prescribed form AOC-1 is attached as ‘Annexure 1’
financial position of the Company occurred between the and forms part of this report.
end of the financial year to which this financial statement
relates and till the date of this Report.
he financial statements of the subsidiary companies
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9. CHANGE IN THE NATURE OF BUSINESS, IF ANY and related information are also available for inspection
There is no change in the nature of business of the by the members at the Registered Office / Corporate
Company during the financial year 2018-19. Office of the Company during business hours on all
days except Sunday and holiday upto the date of AGM
10. SEGMENT REPORTING as required under Section 136 of the Companies Act,
A separate reportable segment forms part of notes to the 2013. Any member desirous of obtaining a copy of the
financial statements. said financial statements may write to the Company
Secretary at the Registered Office / Corporate Office of
11. CASH FLOW STATEMENT the Company. The financial statements including the
The Statement of cash flows for the year ended 31 March consolidated financial statements, financial statements
2019 prepared in accordance with Ind AS 7, ‘Statement of of subsidiaries and all other documents are also
Cash Flows’ is attached and forming part of the financial available on the Company’s website http://www.krblrice.
statements of the Company. com under the link Investors Relations.
82
Directors’ Report
Executive Directors 4 44
Re-appointment of Executive Directors for a period of 5
(Including Woman Director) (five) years
Independent Non-Executive 5 56 The existing tenure of Mr. Anil Kumar Mittal (DIN: 00030100)
Directors as Chairman & Managing Director is going to expire on
02 December 2019. Considering the recommendation of
The detailed section on ‘Board of Directors’ is given in Nomination and Remuneration Committee of the Company,
the ‘Report on Corporate Governance’ forming part of the the Board of Directors of the Company in its meeting held
Annual Report. on 01 August 2019, has recommended for further approval
of shareholders to re-appoint Mr. Anil Kumar Mittal as
Re-appointment of Independent Non-Executive Directors Chairman & Managing Director of the company, for a
for a second term of 5 (five) consecutive years further period of five years w.e.f 02 December 2019 to 01
The term of office of Mr. Vinod Ahuja, Mr. Shyam Arora, Mr. December 2024. Mr. Anil Kumar Mittal will continue to hold
Ashwani Dua and Mr. Devendra Kumar Agarwal, is going to the position of chairman of the board till the appointment
expire in the ensuing AGM of the Company. The Nomination of any non- executive director as a Chairman of the
and Remuneration Committee and the Board of Directors Company in compliance with the provisions of Regulation
at their respective meetings held on 01 August 2019 has 17(1B) of the SEBI Listing Regulations.
recommended their re-appointments as Independent
Non-Executive Directors of the Company for a second term he existing tenures of Mr. Arun Kumar Gupta (DIN:
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of 5 (five) consecutive years, subject to the approval of the 00030127) and Mr. Anoop Kumar Gupta (DIN: 00030160)
members by way of special resolution in the ensuing AGM both Joint Managing Directors, are going to expire on 02
of the Company. December 2019. Considering the recommendation of
Nomination and Remuneration Committee of the Company,
Pursuant to the provisions of Section 149(13) of the the Board of Directors of the Company in its meeting held
Companies Act, 2013 and Articles of Association of the on 01 August 2019, has recommended for further approval
Company all directors except Independent Directors are of shareholders to re-appoint both Mr. Arun Kumar Gupta
liable to retire by rotation. The Independent Directors of and Mr. Anoop Kumar Gupta as Joint Managing Directors
the Company will hold office for 5 (Five) consecutive years of the company for a further period of five years w.e.f
from 14 September 2019 to 13 September 2024 (except 02 December 2019 to 01 December 2024.
Mr. Alok Sabharwal who will continue to hold office for 5
(Five) consecutive years w.e.f. 11 August 2016). Cessation of directorship of Mr. Ashok Chand Whole Time
Director
Declaration by Independent Directors Mr. Ashok Chand, Whole Time Director of the Company has
All Independent Directors of the Company have given resigned from directorship w.e.f. 23 July 2018. The Board
declarations that they meet the criteria of independence placed on record its appreciation for the assistance and
as laid down under Section 149(6) of the Act and guidance provided by Mr. Ashok Chand during his tenure.
Regulation 16(1)(b) of the SEBI Listing Regulations. In
the opinion of the Board, the Independent Directors, fulfil Brief Resume of the Directors being re-appointed
the criteria of independence specified in Section 149(6) As required under Regulation 36 of the SEBI Listing
of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, the brief resume of the Directors being
Regulations. The Independent Directors have also re-appointed, the nature of their expertise in specific
confirmed that they have complied with the Company’s functional areas, names of companies in which they
Code of Business Conduct & Ethics laid down for the have held Directorships, Committee Memberships/
Board of Directors, Senior Management Personnel and Chairmanships, their shareholding, etc. are forming part
Other Employees. of the Notice calling AGM of the Company.
83
Annual Report 2018-19
Name Designation Category i) o identify the persons who are qualified to become
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Mr. Devendra Chairman Independent Non- directors and who may be appointed in senior
Kumar Agarwal Executive management in accordance with the criteria laid
Mr. Ashwani Dua Member Independent Non- down, and recommend to the board of directors their
Executive appointment and removal.
Mr. Vinod Ahuja Member Independent Non-
Executive ii) To formulate the criteria for determining qualifications,
Mr. Shyam Arora Member Independent Non- positive attributes and independence of a director
Executive and recommend to the Board a policy relating to the
remuneration of Directors, key managerial personnel
Mr. Anoop Kumar Member Executive & Joint
and other employees of KRBL Limited.
Gupta Managing Director
The recommendation made by the Audit Committee from iii) o formulate the criteria for evaluation of Independent
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time to time was accepted by the Board of Directors. The Director and the Board.
details of the terms of reference, meetings held during the
year, attendance of directors at such meetings etc. are iv) o evaluate the performance of the members of
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provided in the Report on Corporate Governance forming the Board and provide necessary report to the
part of this Annual Report. Board for further evaluation of the Board and to
determining whether to extend or continue the term
16. KEY MANAGERIAL PERSONNELS of appointment of the independent director, on the
he details of Key Managerial Personnels (KMPs) of the
T basis of the report of performance evaluation of
Company in accordance with the provisions of Section independent directors.
2(51) and Section 203 of the Companies Act, 2013, read
with rules framed thereunder, are as follows: v) To recommend to the Board on all Remuneration
in whatever form, payable to the Directors, Key
Managerial Personnel and Senior Management.
S.No. Name of KMPs Designation
1. Mr. Anil Kumar Chairman & Managing vi) To provide to Key Managerial Personnel and Senior
Mittal Director Management reward linked directly to their effort,
2. Mr. Arun Kumar Joint Managing Director performance, dedication and achievement relating to
Gupta the Company’s operations.
3. Mr. Anoop Kumar Joint Managing Director
Gupta vii) o retain, motivate and promote talent and to ensure
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4. Ms. Priyanka Mittal Whole Time Director long term sustainability of talented managerial
5. Mr. Rakesh Chief Financial Officer persons and create competitive advantage.
Mehrotra
6. Mr. Raman Sapra Company Secretary viii) o develop a succession plan for the Board and to
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regularly review the plan.
During the year Mr. Ashok Chand, Whole Time Director of
the Company who falls under the category of KMPs has ix) To assist the Board in fulfilling responsibilities.
resigned from directorship w.e.f. 23 July 2018. Apart from
this there is no change (appointment or cessation) in the x) To implement and monitor policies and processes
office of KMPs. regarding principles of corporate governance.
84
Directors’ Report
The Nomination and Remuneration policy of KRBL Limited he Board members had submitted to Nomination and
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is available on the website of the company at the weblink Remuneration Committee, their response in the form
http://www.krblrice.com/policy-guidelines/nomination- of scaling from 5 (Excellent) to 1 (Performance Needs
renumeration-policy.pdf Improvement) for evaluating the entire Board, respective
Committees of which they are members and of their peer
18. NUMBER OF MEETINGS OF THE BOARD Board members, including Chairman of the Board.
During the Financial Year 2018-19, 4 (Four) meetings of the
Board of Directors were held on 10 May 2018, 24 July 2018, The Nomination and Remuneration Committee has also
29 October 2018 and 08 February 2019. For details thereof carried out evaluation of every Director’s performance.
kindly refer to the section ‘Board Meeting and Procedures
- Details of Board Meetings held and attended by the
The Directors expressed their satisfaction with the
directors during the financial year 2018-19’ in the Report on evaluation process.
Corporate Governance forming part of this Annual Report.
It was further acknowledged that every individual Member
19.
PERFORMANCE EVALUATION OF THE BOARD, ITS and Committee of the Board contributed its best in the
COMMITTEES AND INDIVIDUAL DIRECTORS overall growth to the organization.
s the ultimate responsibility for sound governance and
A
prudential management of a company lies with its Board, 20. DIRECTORS’ RESPONSIBILITY STATEMENT
its imperative that the Board remains continually energized, Pursuant to the provisions under Section 134(5) of
proactive and effective. the Companies Act, 2013, with respect to Directors’
Responsibility Statement, the Directors confirm:
he Board evaluated the effectiveness of its functioning
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and that of the Committees and of individual directors by i) that in the preparation of the Annual Accounts for
seeking their inputs on various aspects of Board/Committee the year ended 31 March 2019, the applicable Indian
Governance. Accounting standards (Ind AS) have been followed
and that there are no material departures;
The aspects covered in the evaluation included the
contribution to and monitoring of corporate governance ii) t hat appropriate accounting policies have been
practices, participation in the long-term strategic planning selected and applied consistently and judgments and
and the fulfillment of Directors’ obligations and fiduciary estimates that are reasonable and prudent have been
responsibilities, including but not limited to, active made so as to give a true and fair view of the state of
participation at the Board and Committee meetings. affairs as at 31 March 2019 and of the profit of the
Company for the financial year ended 31 March 2019;
he Companies Act, 2013, not only mandates board and
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director evaluation, but also requires the evaluation to be iii) t hat proper and sufficient care has been taken for
formal, regular and transparent. Subsequently, SEBI Listing the maintenance of adequate accounting records in
Regulations has also contained the provisions regarding accordance with the provisions of the Companies
requirement of performance evaluation of independent Act, 2013 for safeguarding the assets of the Company
directors by the entire board of directors. and for preventing and detecting fraud and other
irregularities;
In accordance with the framework as recommended by the
Nomination and Remuneration Committee and approved iv) t hat the annual accounts for the year ended 31 March
by the Board of Directors, the Board of Directors of the 2019 have been prepared on a going concern basis;
Company in their Meeting held on 08 February 2019, had
carried out the performance evaluation process. v) t hat they had laid down internal financial controls to
be followed by the Company and that such internal
The Independent Directors of the Company met separately financial controls are adequate and were operating
without the presence of Non-Independent Directors and effectively; and
inter-alia reviewed the performance of the members of
Management, Non-Independent Directors, Board as a vi) t hat they had devised proper systems to ensure
whole, performance of the Chairman of the Company and compliance with the provisions of all applicable laws
the Committees, after taking into consideration the views of and that such systems were adequate and operating
Executive and Non-Executive Directors. effectively.
85
Annual Report 2018-19
the head ‘Management Discussion and Analysis’ Report AGM is also recommending for confirmation for the
pursuant to Regulation 34 read with Part B of Schedule V appointment of M/s. Walker Chandiok & Co. LLP,
of SEBI Listing Regulations, and the same is annexed and Chartered Accountants as statutory auditors of the
forms part of this Annual Report. Company to hold office till the conclusion of the 30th
AGM to be held in the year 2023.
22.
ENERGY CONSERVATION, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION AND he notes on financial statement referred to in the
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FOREIGN EXCHANGE EARNINGS AND OUTGO Auditors’ Report are self-explanatory and do not call
Pursuant to provisions of Section 134 (3) (m) of the for any further comments. The Auditors’ Report does
Companies Act, 2013 read with rules framed thereunder, not contain any qualification, reservation or adverse
the details of activities in the nature of Energy Conservation, remark.
Research and Development, Technology Absorption and
Foreign Exchange Earnings and Outgo is attached as During the year, there have been no instances of fraud
‘Annexure 2’ and forms part of this report. reported by the Statutory Auditors under Section
143(12) of Companies Act, 2013 read with rules
23. PARTICULARS OF REMUNERATION OF DIRECTORS framed thereunder, either to the Company or to the
AND KMPs Central Government.
A statement containing the details of the Remuneration of
Directors and KMPs as required under Section 197(12) of II.) COST AUDITORS
the Companies Act, 2013 read with rules framed thereunder, As per Section 148 of the Companies Act, 2013 read
is attached as ‘Annexure 3’ and forms part of this Report. with notification issued by Ministry of Corporate
Affairs regarding the Cost Audit of Power Generation
24. EXTRACT OF ANNUAL RETURN segment, the Company is required to have the audit of
Pursuant to the provisions of Section 92(3) of the Companies its cost records pertaining to power segment by a Cost
Act, 2013 read with rules framed thereunder, an extract of Accountant in Practice. In this connection, considering
the Annual Return in Form MGT-9 is attached as ‘Annexure the recommendation of Audit Committee, the Board
4’ and forms part of this Report. The same is also available of Directors has approved the re-appointment of M/s.
on the Company’s website http://www.krblrice.com under HMVN & Associates, Cost Accountants, having their
the link Investor Relations. office at, 1011, Pearls Best Heights-II, C-09, Netaji
Subhash Place, Pitampura, Delhi-110034, as Cost
25. AUDITORS AND AUDITORS’ REPORT Auditors of the Company to conduct the Cost Audit
for the financial year 2019-20.
I.) STATUTORY AUDITORS
In accordance with the provisions of Section 140
As required under the provisions of Companies Act,
of the Companies Act, 2013 read with rules framed
2013, a resolution seeking members approval for
thereunder one of our Joint Statutory Auditors i.e.
the remuneration payable to the Cost Auditors for
M/s S S A Y & Associates, Chartered Accountants,
the financial year 2019-20, forms part of the Notice
(Firm Registration No. 012493N) have resigned
convening the AGM of the Company.
from the position of Joint Statutory Auditors of the
Company w.e.f. 16 October 2018.
The Company is maintaining the requisite cost
records pertaining to power segment whose
Pursuant to the above, M/s. Walker Chandiok &
turnover for the financial year 2018-19 is ` 12,860
Co LLP, Chartered Accountants (Firm Registration
lacs (excluding inter-unit sale).
No. 001076N/N500013), having their office at 21st
Floor, DLF Square, Jacaranda Marg, DLF Phase
Further the Cost Audit Report for the financial year
II, Gurgaon-122002, the other Joint Statutory
2017-18 has filed with Ministry of Corporate Affairs.
Auditors of the Company, whose appointment was
recommended by the board of directors in their
III.) SECRETARIAL AUDITORS
meeting on 24 July 2018 and accordingly approved
As required under Section 204(1) of the Companies
by the Shareholders of the Company in the last AGM
Act, 2013 read with rules framed thereunder, the
held on 20 August 2018, is continuing to act as the
Company has appointed M/s. DMK Associates,
Statutory Auditors of the Company to hold office till
Company Secretaries, having their office at, 31/36
the conclusion of 30th AGM of the Company to be
Basement, Old Rajender Nagar, Delhi-110060, to
held in the year 2023.
conduct the Secretarial Audit for the financial year
2019-20.
Since M/s. Walker Chandiok & Co LLP is appointed
as Joint Statutory Auditors and presently acting as he Secretarial Audit Report submitted by M/s DMK
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statutory auditors pursuant to the resignation of M/s Associates in the prescribed form MR- 3 is attached
S S A Y & Associates, the Company in its ensuing as ‘Annexure 5’ and forms part of this Report.
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Directors’ Report
As per the observations given by the Secretarial • Code of conduct to regulate, monitor and report
Auditors, the explanation to the same has been given trading by insiders.
to them which forms part of the Secretarial Audit • Code of business conduct and ethics for the board of
Report. Further the justification for unspent Corporate directors, senior management personnel and other
Social Responsibility (CSR) amount is also been given employees.
in ‘Annexure 6’ under Annual Report on CSR Activities
and forms part of this Report. All the above mentioned policies and codes are available
on the Company’s website www.krblrice.com under the link
The Company is taking all necessary steps to comply Investors Relations.
with the observations given by the secretarial auditors.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
26. CORPORATE GOVERNANCE RBL Limited believes sustained growth of business lies
K
t KRBL Limited, it is our firm belief that the quintessence
A on triple bottom line that is growth of people around our
of Good Corporate Governance lies in the phrase ‘Your operation, protection of environment where we operate and
Company’. It is ‘Your Company’ because it belongs to you profit from our business. We understand wellbeing of the
–the stakeholders. The Chairman and Directors are ‘Your’ community around our business which helps in growth of
fiduciaries and trustees. business and hence we value people around our operational
locations and promote inclusive growth.
our Company has evolved and followed the corporate
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governance guidelines and best practices sincerely to not We endeavour to serve the society and achieve excellence.
just boost long-term shareholder value, but to also respect We continue to remain focused on improving the quality of life
minority rights. We consider it our inherent responsibility and engaging communities through ensuring environment
to disclose timely and accurate information regarding our sustainability, promoting healthcare, promoting education
financials and performance, as well as the leadership and and many more activities.
governance of the Company.
Pursuant to Section 135 of the Companies Act, 2013, read
our Company is devoted to benchmarking itself with
Y with rules framed thereunder, the Company is having in
global standards for providing Good Corporate Governance. place the Corporate Social Responsibility (CSR) Committee
The Companies Act, 2013 and SEBI Listing Regulations under the chairmanship of Mr. Anil Kumar Mittal, Chairman
have strengthened the governance regime in the country. & Managing Director. The other members of the Committee
Your Company is in compliance with the governance are Mr. Anoop Kumar Gupta, Joint Managing Director, Ms.
requirements provided under SEBI Listing Regulations. Priyanka Mittal, Whole Time Director and Mr. Ashwani Dua,
Independent Non-Executive Director.
he Board has also evolved and implemented a Code
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of Conduct based on the principles of Good Corporate The Company’s policy on CSR envisages expenditure
Governance and best management practices being followed in areas falling within the purview of Schedule VII of the
globally. The Code is available on the Company’s website Companies Act, 2013. The detailed CSR policy is available
at the web link: http://www.krblrice.com/codes/Code-of- on the company’s website at the weblink: http://www.
Business-Conduct-and-Ethics.pdf A separate section titled krblrice.com/policy-guidelines/policy-corporate-social-
‘Report on Corporate Governance’ has been included in this responsibility.pdf
Annual Report along with Secretarial Auditors Certificate on
Corporate Governance. The Annual Report on CSR activities is attached as ‘Annexure
6’ and forms part of this report.
The Company has also adopted the below mentioned policies
and codes in line with corporate governance requirements: 28. BUSINESS RESPONSIBILITY REPORT (BRR)
Fulfilment of environmental, social and governance
• Policy on preservation of documents and archival. responsibilities is part of KRBL’s business culture.
• Policy on sexual harassment . KRBL Limited is fortunate to be among the top 500
• Nomination and remuneration policy. listed entities and finds itself within the ambit of SEBI
• Vigil mechanism (whistle blower policy). Listing Regulations, which mandate the inclusion of
• Corporate social responsibility policy. the Business Responsibility Report (BRR) as part of the
• Dividend distribution policy. Annual Report for the top 500 listed entities based on
• Policy for determination of materiality. market capitalization. In compliance with SEBI Listing
• Policy on related party transactions. Regulations, the BRR disclosures are integrated into the
• Policy for determining material subsidiaries. Annual report and aimed at describing KRBL’s initiatives
• Policy on board diversity. in discharging responsibilities from an environmental,
• Code of practice and procedure for fair disclosure of social and governance perspective. The BRR is attached
unpublished price sensitive information. as ‘Annexure 7’ and forms part of this report.
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Annual Report 2018-19
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Directors’ Report
during business hours on all days except Sunday and II. BSE Limited (BSE)
holiday upto the date of the ensuing AGM. Any member 25th Floor, Phiroze Jeejeebhoy Towers,
desirous of obtaining a copy thereof may write to the Dalal Street,
Company Secretary at the Registered Office / Corporate Mumbai-400 001
Office of the Company.
38.
PARTICULARS OF LOAN(S), GUARANTEE(S) OR
35.
PREVENTION OF SEXUAL HARASSMENT AT INVESTMENT(S) UNDER SECTION 186 OF THE
WORKPLACE COMPANIES ACT, 2013
he Company is committed to provide a protective
T During the financial year ended 31 March 2019, the Company
environment at workplace for all its woman employees. has neither made any investment(s) nor given any loan(s) or
To ensure that every woman employee is treated with guarantee(s) or provided any security.
dignity and respect and as mandated under “The Sexual
Harassment of Woman at Workplace (Prevention, Prohibition 39.
CONTRACTS OR ARRANGEMENTS WITH RELATED
and Redressal) Act, 2013”, the Company has in place a PARTIES UNDER SECTION 188(1) OF THE COMPANIES
formal policy for prevention of sexual harassment at work ACT, 2013
place and the Company has also Constituted the Internal uring the financial year 2018-19, the Company has entered
D
Complaint Committee in compliance with the requirement into transactions with related parties. The transactions as
of the Act. The policy is available on company’s website at entered into by the company with the related parties were in
the weblink: http://www.krblrice.com/policy-guidelines/ the ordinary course of business and on arm’s length basis
SEXUAL%20HARASSMENT%20POLICY.pdf and in accordance with the provisions of the Companies Act,
2013, read with the rules framed thereunder and the SEBI
he Company has not received any Complaints on Sexual
T Listing Regulations. Further, there were no transactions with
Harassment during the year. The Internal Complaints related parties which qualify as material transactions under
Committees of the Company has also submitted its Annual the SEBI Listing Regulations.
Report on Sexual Harassment to Mr. Anoop Kumar Gupta,
Joint Managing Director and also to Concerned District he Audit Committee of KRBL Limited has considered,
T
officer where the Committee locates declaring that no approved and recommended to Board for Omnibus
Complaints were received during the year. Approval and criteria for omnibus approval for entering
into transactions with related parties for the financial year
36. DEPOSITORY SYSTEMS 2018-19, which was further approved by the Board. The
he Company’s shares are compulsorily tradable in
T transactions entered pursuant to the omnibus approval so
electronic form. As on 31 March 2019, almost 99.92% of granted and statement giving details of all transactions with
the Company’s Paid-up Equity Share Capital representing related parties are placed before the Audit Committee for
23,51,94,260 Equity Shares are in dematerialized form with their review on a periodic basis.
both the depositories.
The details of the related party transactions as per Indian
he Company has established connectivity with both
T Accounting Standard Ind AS 24 are set out in Note 40 to the
depositories viz. National Securities Depository Limited Financial Statements forming part of this report.
(NSDL) and Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages offered by the urther, Pursuant to the provisions of Section 188 of the
F
depository system, members holding Shares in physical Companies Act, 2013 read with rules framed thereunder, the
mode are requested to avail of the dematerialization facility disclosure of particulars of contracts/arrangements with
with either of the depositories. related parties in Form AOC-2 is attached as ‘Annexure 8’
and forms part of this Report.
The Company has appointed M/s. Alankit Assignments
Limited, a Category-I SEBI registered R&T Agent as its The Company has also adopted a Policy on related party
Registrar and Share Transfer Agent across physical and transactions, the same is also available on the Company’s
electronic alternative. website at the weblink http://www.krblrice.com/policy-
guidelines/Policy-on-Related-Party-Transactions.pdf
37. CHANGE IN CAPITAL STRUCTURE AND LISTING OF
SHARES 40.
DISCLOSURE ON VIGIL MECHANISM (WHISTLE
uring the year under review there was no change in Capital
D BLOWER POLICY)
Structure and Listing of Shares. The Company’s shares are ursuant to the provisions of Section 177 of the Companies
P
listed and actively traded on the below mentioned Stock Act, 2013 and Regulation 22 of SEBI Listing Regulations,
Exchanges:- the Company has established a mechanism called ‘Vigil
I. National Stock Exchange of India Ltd. (NSE) Mechanism (Whistle Blower Policy)’ for directors and
“Exchange Plaza” C-1, Block G, employees to report to the appropriate authorities of
Bandra-Kurla Complex, unethical behavior, actual or suspected fraud or violation
Bandra (East), Mumbai – 400 051 of the Company’s code of conduct or ethics, policy and
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Annual Report 2018-19
provides safeguards against victimization of employees the employees have enabled the Company to remain at
who avail the mechanism. The policy permits all the the forefront of the Industry. It has taken various steps to
directors and employees to report their concerns directly to improve productivity across organization.
the Chairman of the Audit Committee of the Company.
he Company is continue to receive co-operation and
T
‘The Vigil Mechanism (Whistle Blower Policy)’ as approved unstinted support from the distributors, retailers, stockiest,
by the Board, is uploaded on the Company’s website at the suppliers and others associated with the Company as its
weblink http://www.krblrice.com/policy-guidelines/Vigil- trading partners. The Directors wish to place on record their
Mechanism-(Whistle-Blower%20Policy).pdf appreciation for the same and the Company will continue its
endeavor to build and nurture strong links with trade, based
41. ENVIRONMENT, HEALTH AND SAFETY on mutuality, respect and co-operation with each other and
The Company is continues to focus on employee consistent with consumer interest.
well-being, developing safe and efficient products,
minimizing environmental impact of our operations and 45. SECRETARIAL STANDARDS
products and minimizing the impact of our operations on The Company has complied with the applicable Secretarial
society. Company is conducting its operations in such a Standards - 1 and Secretarial Standards - 2 issued by the
manner so as to ensure safety of all concerned, compliances Institute of Company Secretaries of India and approved by
of environmental regulations and preservation of natural the Central Government.
resources.
46. CODE OF CONDUCT FOR PREVENTION OF INSIDER
For safety and protection of employees, the company has TRADING
formulated and implemented a policy on preservation of In accordance with the provisions of SEBI (Prohibition of
sexual harassment at the workplace with a mechanism of Insider Trading) Regulations, 2015, KRBL Limited is having
lodging complaints. the Code of Conduct to Regulate, Monitor and Report Trading
by Insiders. The Company has also adopted and revised its
42.
SIGNIFICANT AND MATERIAL ORDERS PASSED Code in accordance with SEBI (Prohibition of Insider Trading)
BY THE REGULATORS OR COURTS OR TRIBUNALS (Amendment) Regulations, 2018 and SEBI (Prohibition of
IMPACTING THE GOING CONCERNS STATUS AND Insider Trading) (Amendment) Regulations, 2019. The said
COMPANY’S OPERATIONS IN FUTURE Code is available on the website of the Company at the web
o significant and material order has been passed by the
N link http://www.krblrice.com/codes/Code-of-Conduct-to-
regulators, courts, tribunals impacting the going concern Regulate,-Monitor-and-Report-Trading-by-Insiders.pdf
status and Company’s operations in future.
47. APPRECIATION
43. DISCLOSURE ON INCOME TAX DEMAND I t is our strong belief that caring for our business
he Company has received demand notices under Section
T constituents has ensured our success in the past and will
153A/143(3) of the Income-tax Act, 1961, with respect do so in future. The Board acknowledges with gratitude the
to assessment years 2010-11 to 2016-17, amounting to co-operation and assistance provided to the company by
` 75,744 lacs and interest thereon ` 51,176 lacs. The Board of its bankers, financial institutions, and government as well
Directors of the Company in its meeting held on 08 February as Non-Government agencies. The Board wishes to place
2019 reviewed the demand and approved to challenge same on record its appreciation to the contribution made by
through the appellate process enunciated in the Income Tax employees of the company during the year under review.
Act, 1961 on the grounds of it being erroneous in facts and The Company has achieved impressive growth through
in law. the competence, hard work, solidarity, cooperation and
support of employees at all levels. Your Directors gives
The management of the Company has contested this their sincere gratitude to the customers, clients, vendors
demand at CIT (Appeals), New Delhi. Further, the Company and other business associates for their continued support
is required to pay ` 25,384 lacs under protest for contesting in the Company’s growth.
such demand. Till 31 March 2019, the Company has paid
` 7,500 lacs under protest and thereafter, required to pay he Board also takes this opportunity to express its deep
T
monthly installments of ` 1,200 lacs as agreed with the gratitude for the continued co-operation and support
income tax department. The management, based on legal received from its valued shareholders.
assessment, is confident that it has a favourable case and
that the demand shall be deleted at the appellate stage. For and on behalf of the Board of Directors
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Directors’ Report
Annexure-1
FORM AOC-1
a) K B Exports Pvt. Ltd. has not commenced commercial activities since incorporation and currently is not operational.
b) Part B of the Annexure is not applicable as there are no associate companies/ joint ventures of the Company as on 31 March
2019.
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Annual Report 2018-19
Annexure-2
Disclosure Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014:
ii) AC Drive installed for Centrifugal Blower. viii) Installed 2 X 1.5 KW AC on printing conveyor
old 20TPH.
iii) Power Capacitors installed for improvement
of Power Factor.
ix) Installed 1 X 75 KW AC on new ID fan LP boiler.
iv) Replacement of traditional light with new LED
lights. (b) Additional Investments and proposals, if any, being
implemented for reduction of consumption of
v) Replacement of old motor with high efficient energy: Nil
IE3 motor.
(c) Impact of the measures at (a) and (b) above for
vi) Water Harvesting to conserve water reduction of energy consumption and consequent
impact on the cost of production of goods: Energy
At Dhuri Unit of KRBL Limited: conservation measures have helped the Company in
Following are the key changes done during the year its drive towards cost reduction.
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Directors’ Report
93
Annual Report 2018-19
d) Expenditure on R & D (`in Lacs) iii) I f not fully absorbed, areas where
this has not taken place, reasons
The Company has incurred the following expenditure therefore and future plans of action:
on R & D in the Financial Year 2018-19 as compared N.A.
to previous year:
2018-19 2017-18 II)
Technology Imported (during the
financial year 2017-18):
i) Capital Nil Nil
ii) Recurring 523 480 i) uring the Financial year 2017-
D
iii) Total 523 480 18, Company has imported Capital
iv) Total R & D 0.13% 0.14% Goods like Petkus Cleaner A 12,
expenditure as a Petkus Multi Cleaner M 12, Petkus
percentage of total Gravity Table G40 and Petkus
turnover Seed Treator CT10 with screen and
accessories from Germany.
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Directors’ Report
ii) as
H technology been fully he Company major income comes from rice, which
T
absorbed: Yes, Technology are sold throughout the world and company’s
imported was fully absorbed. highly professional teams of marketing personnel,
distributors, dealers and retailers continuously
iii) I f not fully absorbed, areas where steering the Company’s growth strategy in the
this has not taken place, reasons global markets. Company Brand India Gate
therefore and future plans of action: continued to command a significant premium over
N.A. most other brands in the Global industry. Company’s
other brand is also have overwhelming response in
III)
Technology Imported (during the overseas market.
financial year 2016-17):
he Company is certified as BRC Certification for
T
i) uring the Financial year 2016-
D meeting the requirements of Global Standard for
17, Company has imported Capital Food Safety issued by Intertek and also meeting
Goods like Sortex Colour Sorting the requirements of the SQF 8th Edition for
Machine, Flow Controller, Gas Comprehensive Safety and Quality Management
Chromatography Paddy Separator, System issued by Intertek. The Company is also
Floor Washer, Mysilo 5.5mtr dia certified for Food Safety System Certification
Commercial Hopper, Adaptive FSSC-22000 issued by Cotecna, an internationally
Frequency Drive Kit, Sweeper set recognized certification. The Company is also
with essential parts and Metal certified by Halal Product Certification issued by
Separator from U.K., Germany, Halal Certification Service India Private Limited.
Singapore Thailand, China, Italy,
Turkey and USA. All these above mentioned certifications represent a
clear endorsement of its strong quality thrust.
ii) Has technology been fully
absorbed: Yes, Technology ii) Total foreign exchange used and earned:
imported was fully absorbed.
he Company, on Standalone basis, expended
T
iii) I f not fully absorbed, areas where ` 8,412 Lacs (P.Y. ` 3,377 Lacs) in foreign exchange
this has not taken place, reasons while earnings in foreign exchange on mercantile
therefore and future plans of action: basis were ` 1,49,342 Lacs (P.Y.` 1,30,725 Lacs).
N.A. Thus the net inflow in foreign exchange was
` 1,40,930 Lacs (P.Y. ` 1,27,348 Lacs) during the year
D. FOREIGN EXCHANGE EARNINGS AND OUTGO under review.
Disclosure of particulars with respect to foreign exchange
initiatives taken, earnings and Outgo: 2018-19 For and on behalf of the Board of Directors
95
Annual Report 2018-19
Annexure-3
Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016:
PARTICULARS OF REMUNERATION C.
The Percentage Increase in the Median Remuneration
of Employees in the Financial Year 2018-19: There was
A. The Ratio of the Remuneration of each Director to the
increase of 7 % in the median remuneration of employees
Median Remuneration of the Employees of the Company
in the financial year 2018-19.
for the Financial Year 2018-19:
S. Nature of Directorships Held & Ratio of Median D. The Number of Permanent Employees on the rolls of
No. Name of Directors Remuneration Company: 2202
1 Executive Directors* E. Average Percentile Increase already made in the Salaries
a) Mr. Anil Kumar Mittal 60.22:1 of Employees other than the Managerial Personnel in the
b) Mr. Arun Kumar Gupta 60.22:1 last Financial Year and its Comparison with the Percentile
c) Mr. Anoop Kumar Gupta 60.22:1 Increase in the Managerial Remuneration: The average
increase in salaries of employees other than managerial
d) Ms. Priyanka Mittal 31.28:1
personnel in 2018-19 was 9%, average percentage increase
2 Non-Executive Directors**
in the managerial remuneration for the year was 8%.
a) Mr. Ashwani Dua 0.14:1
b) Mr. Devendra Kumar Agarwal 0.47:1 F. Affirmation that the remuneration is as per the remuneration
c) Mr. Shyam Arora 0.47:1 policy of the Company: The Company’s remuneration policy
d) Mr. Vinod Ahuja 0.47:1 is driven by the success and performance of the individual
e) Mr. Alok Sabharwal 0.47:1 employees and the Company. Through its compensation
package, the Company’s endeavors to attract, retain,
* he remuneration paid to Mr. Ashok Chand as a Whole
T develop and motivate a high performance staff. Individual
Time Director of the Company was not considered performance pay is determined by business performance
while calculating the Median Remuneration since he and the performance of the individuals measured through
has resigned from the directorship w.e.f. 23 July 2018. the annual appraisal process. The Company affirms
** Non-Executive directors are being paid with the sitting that the remunerations are as per the Nomination and
fees for attending the Board Meetings. Remuneration Policy of the Company.
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Directors’ Report
G. Employees employed throughout the financial year ended on 31 March 2019 and was in receipt of Remuneration for that
financial year, in the aggregate not less than Rupees One Crore Two Lacs only:-
Notes:
1. The nature of employment in all above cases is contractual as per the rules and conditions of the Company.
2. Remuneration includes basis salary, allowances, perquisites, contribution to provident fund and other funds as per Company
Policy.
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Annual Report 2018-19
Annexure-4
Form MGT-9
EXTRACT OF ANNUAL RETURN
FOR THE YEAR ENDED 31 MARCH 2019
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014]
S. No. Name and Description of Main NIC Code of the Product % to Total Turnover of the Company
Products
1. Rice 10612 92%
98
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) CATEGORY-WISE SHAREHOLDING:
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
(As on 01 April 2018) (As on 31 March 2019) during
Demat Physical Total % of Demat Physical Total % of the year
Directors’ Report
Total Total
Shares Shares
A. SHAREHOLDING PATTERN OF PROMOTER AND PROMOTER GROUP
1. INDIAN
a) Individuals/Hindu Undivided 1,57,51,000 - 1,57,51,000 6.69 1,57,51,000 - 1,57,51,000 6.69 -
Family
b) Central Government/ State - - - - - - - - -
Government(s)
c) Financial Institutions/ Banks - - - - - - - - -
d) Any Other (Trust) 12,26,88,916 - 12,26,88,916 52.12 12,26,88,916 - 12,26,88,916 52.12 -
Sub-total (A) (1): 1,38,439,916 - 1,38,439,916 58.81 1,38,439,916 - 1,38,439,916 58.81 -
2. FOREIGN
a) Individuals (Non-Residents - - - - - - - - -
Individuals/ Foreign Individuals)
b) Government - - - - - - - - -
c) Institutions - - - - - - - - -
d) Foreign Portfolio Investors - - - - - - - - -
e) Any Other (Specify) - - - - - - - - -
Sub-total (A) (2): - - - - - - - - -
TOTAL SHAREHOLDING OF PROMOTER 1,38,439,916 - 1,38,439,916 58.81 1,38,439,916 - 1,38,439,916 58.81 -
AND PROMOTER GROUP (A) = (A)(1)+(A)
(2)
B. SHAREHOLDING PATTERN OF PUBLIC SHAREHOLDERS
1. INSTITUTIONS
a) Mutual Funds 23,090 - 23,090 0.01 19,48,447 - 19,48,447 0.83 0.82
b) Venture Capital Funds - - - - - - - - -
c) Alternate Investment Funds 2,15,931 - 2,15,931 0.09 43,476 - 43,476 0.02 (0.07)
d) Foreign Venture Capital Investors - - - - - - - - -
e) Foreign Portfolio Investor 1,72,43,851 - 1,72,43,851 7.33 1,62,91,459 - 1,62,91,459 6.92 (0.41)
f) Financial Institutions / Banks 39,482 - 39,482 0.02 55,504 - 55,504 0.02 0.00
g) Insurance Companies - - - - - - - - -
h) Provident Funds/Pension Funds - - - - - - - - -
i) Any Other (Specify) - - - - - - - -
Sub-total (B)(1): 1,75,22,354 - 1,75,22,354 7.45 1,83,38,886 - 1,83,38,886 7.79 0.34
99
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
100
(As on 01 April 2018) (As on 31 March 2019) during
Demat Physical Total % of Demat Physical Total % of the year
Total Total
Shares Shares
2. CENTRAL GOVERNMENT / STATE 20 - 20 - 64,94,911 - 64,94,911 2.76 2.76
GOVERNMENT(S) / PRESIDENT OF
INDIA
Sub-total (B)(2): 20 - 20 - 64,94,911 - 64,94,911 2.76 2.76
3. NON-INSTITUTIONS
a) Individuals
i) Individual shareholders holding 1,66,26,964 2,57,914 1,68,84,878 7.17 1,67,72,233 1,90,632 1,69,62,865 7.21 0.04
nominal share capital upto ` 2
lacs
ii) Individual shareholders holding 1,81,35,061 - 1,81,35,061 7.70 1,81,35,487 - 1,81,35,487 7.70 -
nominal share capital in excess
of ` 2 lacs
b) NBFC Registered with RBI 23,155 - 23,155 0.01 34,055 - 34,055 0.01 -
c) Employee Trust - - - - - - - - -
d) Overseas Depositary (Holding DRs) - - - - - - - - -
e) Any Other (Specify)
i) Bodies Corporate 22,11,099 5,000 22,16,099 0.94 21,37,738 5,000 21,42,738 0.91 (0.03)
ii) Limited Liability Partnership 9,46,383 - 9,46,383 0.40 63,822 - 63,822 0.03 (0.37)
iii) Clearing Member /Clearing House 65,83,554 - 65,83,554 2.80 1,33,873 - 1,33,873 0.06 (2.74)
iv) Foreign Nationals 89,38,330 - 89,38,330 3.80 89,38,330 - 89,38,330 3.80 -
v) Foreign Body Corporate 2,29,00,000 - 2,29,00,000 9.73 2,29,00,000 - 2,29,00,000 9.73 -
vi) Hindu Undivided Family/ 4,46,846 - 4,46,846 0.19 4,63,556 - 4,63,556 0.20 0.01
Association of Persons
vii) Trust 6,230 - 6,230 - 46,726 - 46,726 0.02 0.02
viii) Investor Education and Protection 41,042 - 41,042 0.02 62,570 - 62,570 0.03 0.01
Fund (IEPF)
ix) Non-Resident Indian-Non 7,67,815 - 7,67,815 0.33 7,11,665 - 7,11,665 0.30 (0.03)
Repatriable
x) Non-Resident Indian- Repatriable 15,38,209 - 15,38,209 0.65 15,20,492 - 15,20,492 0.65 (0.01)
Sub-total (B)(3):- 7,91,64,688 2,62,914 7,94,27,602 33.74 7,19,20,547 1,95,632 7,21,16,179 30.64 (3.10)
TOTAL PUBLIC SHAREHOLDING (B)=(B) 9,66,87,062 2,62,914 9,69,49,976 41.19 9,67,54,344 1,95,632 9,69,49,976 41.19 -
(1)+(B)(2) )+(B)(3)
C. SHAREHOLDING PATTERN OF NON PROMOTER-NON PUBLIC SHAREHOLDER
1. CUSTODIAN/DR HOLDER - - - - - - - - -
Sub-total (C)(1):- - - - - - - - - -
2. EMPLOYEE BENEFIT TRUST (Under - - - - - - - - -
SEBI (Share based Employee
Benefit), Regulations, 2014)
TOTAL NON PROMOTER-NON PUBLIC - - - - - - - - -
SHAREHOLDING (C)=(C)(1)+(C)(2)
GRAND TOTAL (A+B+C) 23,51,26,978 2,62,914 23,53,89,892 100.00 23,51,94,260 1,95,632 23,53,89,892 100.00 -
Annual Report 2018-19
(ii) SHAREHOLDING OF PROMOTER AND PROMOTER GROUP:
S. Shareholding at the beginning of the year Shareholding at the end of the year % Change
No. (As on 01 April 2018) (As on 31 March 2019) during
No. of % of total %of Shares No. of % of total %of Shares the year
Shares Shares Pledged/ Shares Shares Pledged/
Directors’ Report
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Annual Report 2018-19
(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs
AND ADRs):
S. Shareholder’s Name Shareholding at the beginning Cumulative Shareholding
No. of the year during the year
No. of % of total Shares No. of % of total Shares
Shares of the Company Shares of the company
1. Reliance Commodities
DMCC
At the beginning of the 2,29,00,000 9.73 2,29,00,000 9.73
year
Sale(-)/Purchase (+) As on No. of Shares - - - -
during the year benpos date
Nil Nil
At the end of Financial 2,29,00,000 9.73
Year
2. Mr. Anil Kumar Goel
At the beginning of the 93,41,845 3.97 93,41,845 3.97
year
Sale(-)/Purchase (+) As on No. of Shares
during the year benpos date
06.04.2018 371 93,42,216 3.97
27.04.2018 759 93,42,975 3.97
29.06.2018 1,87,025 95,30,000 4.05
06.07.2018 20,000 95,50,000 4.06
24.08.2018 341 95,50,341 4.06
21.09.2018 1,659 95,52,000 4.06
28.09.2018 38,000 95,90,000 4.07
05.10.2018 28,092 96,18,092 4.09
12.10.2018 12,908 96,31,000 4.09
19.10.2018 2,000 96,33,000 4.09
26.10.2018 51,015 96,84,015 4.11
02.11.2018 26,085 97,10,100 4.11
09.11.2018 4,900 97,15,000 4.13
30.11.2018 11,000 97,26,000 4.13
07.12.2018 898 97,26,898 4.13
14.12.2018 102 97,27,000 4.13
28.12.2018 1,000 97,28,000 4.13
08.02.2019 (2,083) 97,25,917 4.13
15.02.2019 (29,917) 96,96,000 4.12
22.02.2019 1,000 96,97,000 4.12
29.03.2019 10,000 97,07,000 4.12
At the end of Financial 97,07,000 4.12
Year
3. Joint Director of
Enforcement, Central
Region*
At the beginning of the - - - -
year
Sale(-)/Purchase (+) As on No. of Shares
during the year benpos date
14.12.2018 64,94,891 64,94,891 2.76
At the end of Financial 64,94,891 2.76
Year
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Directors’ Report
103
Annual Report 2018-19
*. Not in the list of Top 10 shareholders as on 31 March 2018. The same has been reflected above since the shareholder was one of
the Top 10 shareholders as on 31 March 2019.
The above details are given as on 31 March 2019. The Company is listed and 99.92% shareholding of the Company is in dematerialized
form. Hence, it is not feasible to track movement of shares on daily basis. The aforesaid holdings by top ten shareholders are due
to market operations. Further, Company has not allotted/transferred or issued any bonus or sweat equity shares during the year.
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Directors’ Report
(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (IN INDIVIDUAL CAPACITY):
S. Shareholder’s Name Shareholding at the Change in Shareholding during Shareholding at the end
No. beginning of the year the year of the year
No. of % of total Date of Change % of total No. of % of total
Shares Shares of the and No. of Shares of the Shares Shares of the
Company Shares Company Company
Directors
1. Mr. Anil Kumar Mittal 100 0.00 - - 100 -
2. Mr. Arun Kumar Gupta 100 0.00 - - 100 -
3. Mr. Anoop Kumar Gupta 100 0.00 - - 100 -
4. Ms. Priyanka Mittal 100 0.00 - - 100 -
5. Mr. Ashok Chand* - - - - - -
6. Mr. Ashwani Dua - - - - - -
7. Mr. Devendra Kumar Agarwal - - - - - -
8. Mr. Shyam Arora - - - - - -
9. Mr. Vinod Ahuja - - - - - -
10. Mr. Alok Sabharwal - - - - - -
Key Managerial Personnel
11. Mr. Rakesh Mehrotra - - - - - -
12. Mr. Raman Sapra - - - - - -
V. INDEBTEDNESS
INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FOR PAYMENT:
(Amount in ` Lacs)
Particulars Secured Loans Unsecured Loans Deposits Total
excluding Indebtedness
deposits
Indebtedness at the beginning of the financial year
(01 April 2018)
i) Principal Amount 1,04,655 19,871 - 1,24,525
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 164 - - 164
Total (i+ii+iii) 1,04,818 19,871 - 1,24,689
Change in Indebtedness during the financial year
Addition 73,051 20,000 - 93,051
Reduction (58,101) (15,727) - (73,828)
Exchange Difference (455) - - (455)
Net Change 14,495 4,273 - 18,769
Indebtedness at the end of the financial year (31
March 2019)
i) Principal Amount 1,18,674 24,144 - 1,42,819
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 639 - - 639
Total (i+ii+iii) 1,19,313 24,144 - 1,43,458
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C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MANAGING DIRECTOR AND WHOLE-TIME DIRECTORS:
(Amount in ` Lacs)
S. No. Particulars of Remuneration Key Managerial Personnel
Mr. Rakesh Mehrotra, Mr. Raman Sapra, Total
CFO CS
1. Gross salary
a) Salary as per provisions contained in section 17(1) of 79 14 93
the Income-tax Act, 1961
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
c) Profits in lieu of salary under section 17(3) Income-tax - - -
Act, 1961
2. Stock option - - -
3. Sweat Equity - - -
4. Commission - - -
-as % of profit - - -
-Other, specify - - -
5. Other, please specify - - -
Total (C) 79 14 93
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Annexure-5
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Directors’ Report
VI.
OTHER LAWS SPECIFICALLY APPLICABLE TO THE Based on the information received and records maintained, we
COMPANY AS IDENTIFIED BY THE MANAGEMENT further report that:
1. The Board of Directors of the Company is duly constituted
1) Foods Safety & Standards Act, 2006 & Foods Safety &
with proper balance of Executive, Non-Executive, woman
Standards (Licensing & Registration of Food Business),
and Independent Directors. The changes in the composition
Regulations, 2011;
of the Board of Directors that took place during the period
under review were carried out in compliance with the
2) he Uttar Pradesh Krishi Utpadan Mandi Adhiniyam,
T
provisions of the Act.
1964 and rules made thereunder;
2. dequate notice of at least seven days was given to all
A
3) Legal Metrology Act, 2009 and Rules & Regulations
directors to schedule the Board Meetings along with agenda
made there under;
and detailed notes on agenda and a system exists for
seeking and obtaining further information and clarifications
4) he Punjab Agricultural Produce Market Act, 1961 and
T
on the agenda items before the meeting and for meaningful
rules made thereunder;
participation at the meeting in compliance of the Act.
5) lectricity Act, 2003 and the respective State
E
3. ajority decision is carried through and recorded in the
M
Government Policy/ Guidelines for the Wind and Solar
minutes of the Meetings. Further as informed, no dissent
Power Projects.
was given by any director in respect of resolutions passed
in the board and committee meetings.
We have also examined compliance with the applicable clauses
of the following:
Based on the compliance mechanism established by the
company and on the basis of the Compliance Certificate (s)
a) ecretarial Standards issued by The Institute of Company
S
issued by General Manager-Gautam Budh Nagar Plant Mr. Manoj
Secretaries of India;
Saxena, Chief Operating Officer-Dhuri Plant Mr. Ravinder Kumar
Sharma, Vice President-Sonepat Plant Mr. Puneet Bindlesh, Chief
b) S
ecurities and Exchange Board of India (Listing Obligations
Financial Officer Mr. Rakesh Mehrotra and Company Secretary &
and Disclosure Requirements) Regulations, 2015.
Compliance Officer Mr. Raman Sapra of the Company and taken
on record by the Board of Directors at their meeting(s).
During the period under review the Company has complied with
the provisions of the Act, Rules, Regulations, and Guidelines to
We further report that there are adequate systems and processes
the extent applicable, Standards, etc. mentioned above subject
in the company commensurate with the size and operations of
to following:
the company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
a) As per provision of section 135 of the Companies Act, 2013,
the eligible amount required to be spent on Corporate Social
We further report that during the audit period the company has
Responsibility (CSR) by the Company is `1098 lacs during
not incurred any specific event / action that can have major
the financial year 2018-19, however as per information
bearing on the company’s affairs in pursuance of above referred
provided, the Company has spent `17 lacs towards CSR
laws, rules, regulations; guidelines, standards etc.
during the said financial year.
For DMK Associates
b) I t is observed that certain statutory requirements of general
Company Secretaries
laws applicable on the company’s units located at Alipur,
Haryana have not been complied with, however as per (Deepak Kukreja)
information provided, it was informed that only sorting / FCS, LL.B, ACIS(UK)
grading / packing of rice activity are done at the said unit & Place: New Delhi Partner
the unit has no production capacity. Date: 01 August 2019 FCS No. 4140, C.P. No. 8265
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Annual Report 2018-19
To,
The Members,
M/s. KRBL Limited
5190, Lahori Gate
Delhi -110006
Sub: Our Secretarial Audit for the Financial Year ended 31 March 2019 of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our Audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
to our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. here ever required, we have obtained the Management representation about the compliance of laws, rules, and regulations
W
and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
the management. Our examination was limited to the verification of the procedures on test basis.
6. he Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
T
with which the management has conducted the affairs of the Company.
7. As per the information provided by the Company, there are certain disputes / cases filed by or against the Company, which are
currently lying pending with the various Courts/authorities. Also the Company has received demand notices under section
153A/143(3) of the Income-tax Act, 1961, with respect to assessment years 2010-11 to 2016-17, amounting to ` 75,744 lacs
and interest thereon ` 51,176 lacs. Vide writ petition filed, the Company has obtained an order from Hon’ble High Court of Delhi
that no coercive action shall be taken against the Company. The management of the Company has contested this demand at
CIT (Appeals), New Delhi and the said appeal is currently lying pending.
(Deepak Kukreja)
FCS, LL.B, ACIS(UK)
Place: New Delhi Partner
Date: 01 August 2019 FCS No. 4140, C.P. No. 8265
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Directors’ Report
Annexure-6
1. Company’s policy on CSR — An Overview: 6. Required CSR Expenditure (Two Percent of the amount
very organization has the right to exist in a society. With the
E as in item 5 above): ` 1098 Lacs.
right, there comes a duty to give back the society a portion
of what it receives from it. As a corporate citizen we receive 7. Reason for not spending the prescribed 2% amount:
various benefits out of society and it is our coextensive uring the year the Company undertook various CSR
D
responsibility to pay back in return to the society. Projects and had a meetings with various CSR consultants
of the repute to have the CSR Budget of the Company fully
KRBL strongly believe that creation and maximization of utilized.
value to stakeholders is paramount, and it generates profit
in long term. The Company is committed to improving the t KRBL we believe that we are a company built by farmers.
A
quality of life of the workforce and their families as well Since inception we remain committed to create value for
as of the local community and society at large. With the our farmer community. We continue our association with
Companies Act, 2013 mandating the Corporate to contribute farmers beyond business by assisting them with different
for social development and welfare, KRBL would fulfil this knowledge-based technical knowhow on best agricultural
mandate and supplement the government’s efforts. practices and facilitating them in sourcing quality inputs.
With the sincere believe that farming community forms
RBL strongly believe that the Company plays a very
K the backbone of the business and in order to promote their
significant role in improving the quality of the society within education the Company has plans to set up the World Class
which it operates and the Company can flourish only if it Grain Milling and Skill Development Centre for the farming
operates in a society that is healthy, orderly, just and which community. This centre envisages working in an integrated
grants freedom and scope to individuals and their lawful manner for the farmer wellbeing. Under that Centre
enterprises. multiple interventions related to farming, employment and
entrepreneurship may be carried out. Technical training and
2. Our CSR Vision: expert sessions on different agriculture and allied sector
Endeavour to serve the society and achieve excellence. practices including water management, land levelling,
disposal management, better farming practices with the
3. Our CSR Mission: target beneficiaries may be conducted.
trive to improve our image in the eyes of all the stakeholders
S
by ensuing wellbeing of community around our operation. In order to implement this CSR project the Company plans
to meet CSR consultants of repute to setup Grain Milling
4. Composition of the CSR Committee: and Skill Development Centre for the farmers and their
Name of Committee Designation Category families. The CSR Committee of KRBL Limited had an initial
Members discussion with LabourNet Services India Private Limited
and requested them to submit the Detailed Project Report
Mr. Anil Kumar Mittal Chairman Executive-Chairman
for this project. The company is proposing to finalize this
& Managing Director
project in the financial year 2019-20.
Mr. Ashwani Dua Member Independent Non-
Executive-Director onsidering the overall status of CSR Projects, as on date
C
Mr. Anoop Kumar Member Executive-Joint the company has CSR Projects in hand/in process which
Gupta Managing Director inter-alia includes the Akshaya Patra kitchen project, the
Ms. Priyanka Mittal Member Executive-Whole- Rural Development Project, the project for setting up a World
Time Director Class Grain Milling and Skill Development Centre.
5. Average Net Profit of the Company for last three During the year, the Company was unable to contribute
Financial Years: ` 54891 Lacs. ` 2,00,00,000 (Rupees Two Crore Only) in the project Setting
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Annual Report 2018-19
up Centralized Rice & Roti-Based Kitchen in Ghaziabad, Uttar activities has been less than the limits prescribed under
Pradesh due to the various hurdles faced by the Akshaya Companies Act, 2013.
Patra Foundation.
uring the year, the CSR Committee of KRBL Limited met
D
he Company’s CSR initiatives usually involve setting of
T three times to discuss the CSR Initiatives. For the year 2019-
various projects/programs at a medium/small scale to learn 20 the Company has identified CSR projects/programmes
from on-ground realities, getting feedback from community wherein it can deploy the CSR expenditure amount and going
and then putting an enhanced sustainable model to ensure forward the Company’s endeavour will be to spend on CSR
maximum benefit to the community. The Company believes activities in accordance with the prescribed limits.
in following a planned model for CSR activities which are
sustainable over long-term and has a direct impact on the 8. Details of CSR spent during the financial year:
life of the beneficiaries of such programs.
a) Amount spent during the year: ` 17 Lacs
ince it took time to identify the projects that serve and
S b) Amount unspent, if any: ` 1,081 Lacs;
match the needs of the society at large, the company could c) Manner in which the amount spent during the financial
not to spend whole budgeted allocable amount towards CSR year is detailed below:
Activities due to which the expenditure incurred on the CSR
(Amount in ` Lacs)
A. CSR PROJECTS IDENTIFIED IN THE YEAR 2018-19 AND SUCCESSFULLY COMPLETED
1 2 3 4 5 6 7 8
S. CSR Project or Sector in Location Amount Amount spent on the Cumulative Amount
No. Activity which the where outlay project or programmes expenditure spent: Direct
Project is project (budget) upto the or through
covered was project or Direct Overheads reporting implementing
undertaken programme expenditure period agency
State (Local wise
Area/
District)
1 Project for Promoting Sangrur, 0.30 0.30 - 0.30 Direct
Sponsoring Education Punjab
Scholarship for including
providing Education Special
to the Students* Education
2. Eradicating Hunger Eradicating Sangrur, 2.00 2.00 - 2.00 Direct
Hunger and Punjab
Poverty
TOTAL (A) 2.30 2.30 - 2.30
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Directors’ Report
* This is a continuous project and will also be continued in the next year.
**KRBL in line with its CSR strategy to support social impact initiatives in the area of nutrition and education had committed support for
setting up of a centralised kitchen for mid-day meal program for school children in Ghaziabad. This project was conceived and being
executed in a PPP model. Due to various hurdles faced by the Akshaya Patra Foundation the execution of the project was delayed. This
inadvertent delay had led to non-utilization of CSR funds disbursed till date. We are hopeful of progress during 2019-20 and completing
the project at the earliest.
9. Responsibility Statement of the CSR Committee for the implementation and monitoring of CSR policy in compliance
with CSR objectives and Policy of the Company.
he CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and the
T
policy of the Company.
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Annual Report 2018-19
Annexure-7
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Directors’ Report
115
Annual Report 2018-19
a. If answer against any principle, is ‘No’, please explain why: (Tick up to 2 options):
S. No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood the principles
2 The company is not at a stage where it finds
itself in a position to formulate and implement
the policies on specified principles
3 The company does not have financial or NA
manpower resources available for the task
4 It is planned to be done in the next 6 months
5 It is planned to be done in the next year
6 Any other reason (please specify)
3. Governance related to BR During this year, we have not received any significant complaint
a) Indicate the frequency with which the Board of related to unethical practices across all our operations.
Directors, Committee of the Board or CEO to assess
the BR performance of the Company. Within 3 months, Principle 2: Businesses should provide goods and services that
3-6 months, Annually, More than 1 year. are safe and contribute to sustainability throughout their life cycle
KRBL assesses the business performance every 6 1. List up to 3 products or services whose design has incorporated
months. social or environmental concerns, risks, and/or opportunities.
1) All rice brands- India Gate, Unity, Nur Jahan etc.
b) Does the Company publish a BR or a Sustainability 2) Solar Power Plant
Report? What is the hyperlink for viewing this report? 3) Wind Power Plant
How frequently it is published?
The Business Responsibility Report is published 2. For each product, provide the following details:
annually. The same is forming part of Directors’ Report (i)
Reduction during sourcing/production/ distribution
in Annual Report 2018-19 and is available on company achieved since the previous year throughout the value
website http://www.krblrice.com/investorrelation.html chain?
under FY 2018-19.
Division Resources Reduction
Section E: Principle Wise Performance Rice Energy Savings 6,24,960 kwh
Carbon Reduction 5,11,367 CO2
Principle 1: Businesses should conduct and govern themselves
with Ethics, Transparency and Accountability
(ii) Reduction during usage by consumers (energy, water) has
been achieved since the previous year?
1. Does the policy relating to ethics, bribery and corruption Not Applicable.
cover only the company? Yes/ No. Does it extend to the
Group/Joint Ventures/ Suppliers/Contractors/NGOs / 3. Does the company have procedures in place for sustainable
Others? sourcing (including transportation)? If yes, what percentage of
KRBL’s policies on ethics, bribery and corruption- i.e. its code your inputs was sourced sustainably? Provide details thereof,
of conduct covers not only its employees, but also includes in about 50 words or so.
other people associated with it- contractors/suppliers. KRBL have a policy for sustainable sourcing. KRBL is mostly
KRBL’s code of conduct or “Vigil Mechanism (Whistle Blower involved in rice processing, and its major suppliers are farmers.
Policy)” constantly promotes ethical behaviour in all its KRBL ensures that farmers follow best agricultural practices to
business activities in accordance with the best international ensure reduction in resource consumption in the agricultural
governance practices through its directors, employees, phase. Through modern agricultural techniques reduction in
business associates and other stakeholders, KRBL has energy and water is achieved and utilization of materials like
established a system to report unethical behaviour, fertilizer and pesticides is also reduced. KRBL ensures that
malpractices, fraud and other incidents of misconduct. KRBL farmers maintain good soil conditions throughout agricultural
has a policy in place in which all the directors, employees processes.
and business associates have the ability to directly access
the Chairman of Audit Committee, who then work towards 4 Has the company taken any steps to procure goods
resolving the issues. KRBL is putting in a mechanism in and services from local and small producers, including
place to develop a supply chain policy to ensure that best communities surrounding their place of work? If yes, what
practices are followed throughout its supply chain. steps have been taken to improve their capacity and capability
of local and small vendors?
2. How many stakeholder complaints have been received in the
past financial year and what percentage was satisfactorily KRBL sources rice only from local farmers in the basmati rice
resolved by the management? If so, provide details thereof, growing regions around the places where it operates. In order
in about 50 words or so? to ensure that all the farmers that it works along with gain good
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Directors’ Report
quality harvest, KRBL provides them with quality seeds that RBL has not received any complaints on any labour issues
K
are a result of extensive research and development, it provides including child labor, forced labour, involuntary labour and
them with adequate training on agricultural techniques to sexual harassment during the reporting period.
maximize produce- optimal pesticide and fertilizer usage, best
agricultural equipment to use, etc. They are also paid right 8. What percentage of the under mentioned employees were
prices for their agricultural produce. KRBL ensures that the given safety and skill up-gradation training in the last year?
farmers that it works along with are a part of its CSR activities KRBL provides training to all employees for enhancement
too, and it has put various projects into place to improve their of performance and skill development. In the year
livelihood. 2018-2019, training sessions of 7-8 hours/month were
conducted for employees. Different types of training programs
5. Does the company have mechanism to recycle products and were conducted- ISO/SQF/BRC, Personal Hygiene, Quality
waste? If yes, what is the percentage of recycling waste and Parameter, Stock rotation, fire safety, first Aid, Machine
products? operation, Regular affairs, site security, maintenance related
Yes, KRBL has a mechanism in place to recycle waste. KRBL to food safety, pest control, rice grain identification, industrial
ensures that none of its operational by-products go to waste. relation, problem solving etc.
KRBL uses the state-of-the-art processing technologies
within its divisions to ensure that a minimal amount of waste Principle 4: Businesses should respect the interests of, and be
is generated within all its facilities. The main by-products responsive to the needs of all stakeholders, especially those who
generated in KRBL’s facilities are Rice Bran and Paddy Husk. are disadvantage vulnerable, and marginalized.
Rice bran can be used to make edible oil, and paddy husk is
used in the manufacture of rice husk boards, silica gel and 1. Has the company mapped its internal and external
manufacture of furfural. Soluble rice bran is also used as cattle stakeholders? Yes/No
feed. KRBL uses the rice husk that’s generated in its facilities Yes, KRBL has mapped its internal and external stakeholders.
to produce non-conventional power, to meet along with its
power requirements. Any excess energy generated is sold to Internal Stakeholders:
the Punjab State Electricity Board. All of KRBL’s by-products • Management
are recycled. Within its energy division, the cotton waste that is • Employees
generated and the oil waste are given to recycling vendors. • Farmers
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Annual Report 2018-19
associated with it. KRBL is in process of further extending its 4. Does the company have any project related to Clean
human rights policy across different stakeholder groups. Development Mechanism? If so, provide details thereof, in
about 50 words or so. Also, if Yes, whether any environmental
2. How many stakeholder complaints have been received in compliance report is filed?
the past financial year and what percent was satisfactorily Yes, KRBL has a project in relation to Clean Development
resolved by the management? Mechanism for its biomass generation facility.
We have not received any complain related to human rights
With a vision to reduce energy consumption and GHG impact,
violation during the reporting period.
KRBL implemented rice husk based cogeneration plants
in Dhuri and Ghaziabad. These cogeneration plants have
Principle 6: Business should respect, protect, and make efforts to
reduced the energy usage in Dhuri as well as Ghaziabad by
restore the environment
reducing the amount of diesel and grid electricity that would
otherwise have been consumed. The biomass powered
1. Does the policy related to Principle 6 cover only the company
plants also displace possible GHG emissions from use of DG.
or extends to the Group/Joint Ventures/Suppliers/Contractors/
Through the biomass powered plants, KRBL’s requirement of
NGOs/others.
thermal energy is being met.
The Company has Environment protection policy which
aims to ensure that environmental considerations are Baseline emissions Emissions Energy displaced
taken into account in all our operations in order to reduce (tons CO2) (tons per GWh) (GWh)
environmental footprint and protect the environment at 16,934 800 21.168
different levels. The policy extends to employees, service
partners, vendors and farmers. 5. Has the company undertaken any other initiatives on – clean
technology, energy efficiency, renewable energy, etc. Y/N. If
2. Does the company have strategies/ initiatives to address yes, please give hyperlink for web page etc.
global environmental issues such as climate change, global KRBL’s rice division has a biomass power generation unit to
warming, etc? Y/N. If yes, please give hyperlink for webpage meet along with its energy requirements, thus reducing its
etc. dependency on grid electricity and DG.
KRBL is actively involved in addressing issues in relation to
environment. In order to reduce energy consumption within RBL is committed to continuously reduce energy consumption
K
its rice division, KRBL has undertaken various initiatives- at its various units. List of initiatives taken in this regard are
the major one being setting up a biomass energy generation mention in “Annexure 2” of Directors’ Report.
facility that uses rice husk (byproduct generated at KRBL KRBL’s energy division is completely focused on production of
facility) as fuel. solar and wind energy. Focusing on clean energy production,
KRBL is working extensively towards clean energy portfolio
RBL is committed to continuously reduce energy
K having 146.94 MW in 2018-2019.
consumption at its various units. List of initiatives taken
in this regard are mention in “Annexure 2” of Directors’ 6. Are the Emissions/Waste generated by the company within the
Report. permissible limits given by CPCB/SPCB for the financial year
being reported?
Moreover, KRBL recycles waste water within its facilities. Yes, KRBL’s emission and generated waste are within the
permissible limits given by CPCB/SPCB.
KRBL’s energy division was started to reduce dependency on
fossil fuels, with wind and solar energy assets. Further details 7. Number of show cause/ legal notices received from CPCB/
can be viewed on the hyperlink http://www. krblrice.com/ SPCB which are pending (i.e. not resolved to satisfaction) as
ourstrengths.html on end of Financial Year.
Nil
3. Does the company identify and assess potential environmental
risks? Y/N Principle 7: Businesses, when engaged in influencing public and
Yes, KRBL has identified and assessed potential environmental regulatory policy, should do so in a responsible manner
risks in relation to its operations. The key risks are
1) Climate change risks 1. Is the company a member of any trade and chamber or
2) Water availability risks association? If Yes, Name only those major ones that the
3) Agricultural risks business deals with:
4) Raw material risk Yes, the Company has been associated with India Basmati
Farmers from last many decades. Even in the face of severe
The Company has environment protection policy which competition, KRBL continues to receive the support from its
identified the environment risks and take steps to reduce network of farmers, distributors, retailers, stockists, suppliers
negative environment impact on the business. and trading partners.
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Directors’ Report
2. Have you advocated/lobbied through above associations for 4. What is the company’s direct contribution to community
the advancement or improvement of public good? Yes/No; development projects- Amount in INR and the details of the
if yes specify the broad areas ( drop box: Governance and projects undertaken?
Administration, Economic Reforms, Inclusive Development The Company has spent ` 17 Lacs as part of its CSR initiatives.
Policies, Energy security, Water, Food Security, Sustainable Details of CSR initiatives taken by company are given in
Business Principles, Others) “Annexure 6” of Directors’ Report.
As a part of India Basmati Farmers, KRBL is associated with
various farmers with whom it works to improve basmati rice 5. Have you taken steps to ensure that this community
agricultural process at different levels, by providing them with development initiative is successfully adopted by the
high quality seeds, providing them with training to ensure that
community? Please explain in 50 words, or so.
sustainable agricultural practices are followed, that reduce
Yes, KRBL frequently monitors its initiatives and projects
resource consumption- water, energy, pesticide, fertilizers, and
to ensure that it’s successfully adopted by the community.
at the same time, increase the rice that is produced.
It also conducts regular feedback surveys to ensure the
Principle 8: Businesses should support inclusive growth and successful implementation of its projects. KRBL’s CSR
equitable development policy ensures effective implementation of various CSR
programs by monitoring them on a constant basis.
1. Does the company have specified programmes/initiatives/
projects in pursuit of the policy related to Principle 8? If yes Principle 9: Businesses should engage with and provide value to
details thereof. their customers and consumers in a responsible manner
KRBL has a CSR Committee that is responsible for the
development of the company’s CSR activities and to monitor 1. What percentage of customer complaints/consumer cases are
and review various CSR initiatives as specified under pending as on the end of financial year.
Companies Act, 2013 relative to environmental protection as No customer complaints/consumer cases are pending as on
well as community involvement and development. At KRBL, the end of financial year.
CSR projects and programs are undertaken after identifying
the communities that require development. 2. Does the company display product information on the product
label, over and above what is mandated as per local laws? Yes/
RBL has undertaken initiatives for supporting inclusive
K No/N.A./Remarks (additional information)
growth and equitable development through its CSR activities. Yes, product information details are always displayed on the
Details of CSR initiatives taken by company are given in label over and above what is mandated as per local laws.
“Annexure 6” of Directors’ Report. Being a rice processing company, product safety is of extreme
importance to KRBL.
2. Are the programmes/projects undertaken through in-house
team/own foundation/external NGO/government structures/
3. Is there any case filed by any stakeholder against the company
any other organization?
KRBL has a dedicated in-house team which undertakes regarding unfair trade practices, irresponsible advertising
CSR activities and initiatives. Further the company is also and/or anti-competitive behavior during the last five years
doing CSR Project for setting up of Centralized Kitchen in and pending as on end of financial year. If so, provide details
Ghaziabad Uttar Pradesh through Akshaya Patra Foundation thereof, in about 50 words or so.
a Non-Profit Organisation (NPO). No
3. Have you done any impact assessment of the initiative? 4. Did the company carry out any consumer survey/ consumer
Yes, the Company assess the impact of CSR Projects and satisfaction trends?
Programs undertaken at its CSR committee meetings. No
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Annual Report 2018-19
Annexure-8
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-
section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto
(*As defined under SEBI Listing Regulations and adopted by the Board of Directors in the Policy on Related Party Transactions
of the Company, “Material Related Party Transaction” means a transaction with a related party if the transaction/ transactions
to be entered into individually or taken together with previous transactions during a Financial Year, exceeds 10% of the annual
consolidated turnover of the company as per the last audited financial statements of the company.)
(a) Name(s) of the related party and nature of relationship: N.A.
(b) Nature of contracts/ arrangements/ transactions: N.A.
(c) Duration of the contracts/ arrangements/ transactions: N.A.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: N.A.
(e) Date(s) of approval by the Board, if any: N.A.
(f) Amount paid as advances, if any: N.A.
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Report on Corporate Governance
REPORT ON
CORPORATE
GOVERNANCE
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Annual Report 2018-19
“Good governance is treating development as a mass long term financial returns in a manner consistent with
movement in order to see that fruits of development reach the applicable legal requirements and ethical considerations.
poor and the downtrodden.” The Board is responsible for identifying and taking
reasonable actions to help and assure that the Company
Hon’ble P.M. Narendra Modi is managed in a way designed to achieve this result.
KRBL Limited (‘KRBL’ or ‘the Company’) believe that good The Company is compliant with the mandatory
corporate governance is all about ensuring that companies requirements of Securities and Exchange Board of India
are managed as efficiently as possible in the interests of the (Listing Obligations and Disclosure Requirements)
stakeholders. Efficient corporate governance requires a clear Regulations, 2015 (hereinafter referred to as the “SEBI
understanding of the respective roles and responsibilities of Listing Regulations”) formulated by the Securities and
the Board and of senior management and their relationships Exchange Board of India.
with others in the corporate structure. The relationship of the
Board and management shall be characterized by sincerity, 2. BOARD OF DIRECTORS
their relationship with employees shall be characterized by
fairness, their relationship with the communities in which A. SIZE AND COMPOSITION OF BOARD
they operate shall be characterized by good citizenship, and The present policy of KRBL regarding size and composition
their relationship with government shall be characterized by a of the Board is to have an optimum combination of
commitment to compliance. Executive and Non-Executive Directors along with
Woman Director which clearly demarcate the functions of
1.
COMPANY’S PHILOSOPHY ON CODE OF governance and management.
GOVERNANCE
In KRBL, Corporate Governance philosophy stems from As on 31 March 2019, the Board comprises of 9 (Nine)
our belief that corporate governance is an integral element members, 5 (five) of which are Independent Non- Executive
in improving efficiency and growth as well as enhancing Directors constituting 55.56% of the Board’s strength and
investor confidence level. The Board of Directors has the remaining 4 (Four) are Executive Directors including 1
important role of overseeing management performance on (One) Woman Director. Out of 4 (Four) Executive Directors,
behalf of Stakeholders. Stakeholders necessarily have little 1 (One) is Chairman & Managing Director and 2 (Two)
voice in the day to day management of corporate operations, are Joint Managing Directors and 1 (One) is Whole Time
but have the right to elect representatives (Directors) to look Director. During the year the composition of the Board
out for their interests and to receive the information they is in conformity with Regulation 17 of the SEBI Listing
need to make investment and voting decisions. Regulations as well as the Companies Act, 2013 read with
the rules issued thereunder.
Over the last few years, the Board of Directors of your
Company has from time to time developed corporate As per Regulation 17(1)(b) of the SEBI Listing Regulations,
governance practices to enable the Directors to effectively where the listed entity does not have a regular
and efficiently discharge their responsibilities individually Non-Executive Chairperson, at least half of the Board of
and collectively to the shareholders of the Company in the Directors shall comprise of Independent Directors. The
areas of; - fiduciary duties - oversight of the Management Chairperson of KRBL Board is an executive director and
- evaluation of the Management performance-support a promoter as well. Accordingly, at least half of the Board
and guidance in shaping company policies and business of KRBL should comprise of Independent Non- Executive
strategies. Directors.
KRBL’s Corporate Governance has been a high priority Further, at present there are 5 (five) Independent Non-
both in letter as well as in spirit. The Company’s Board Executive directors on the Board of KRBL Limited which
of Directors represents the Stakeholders interest in is in compliance with the provisions of Composition of
perpetuating a successful business and optimizing Board as per SEBI Listing Regulations.
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All Independent Directors of the Company have given All the Executive Directors of the Company are entrusted
declarations that they meet the criteria of independence with the ultimate responsibility of the management,
as laid down under Section 149(6) of the Act and general affairs, direction and performance of the
Regulation 16(1)(b) of the SEBI Listing Regulations. In the Company and have been vested with the requisite powers,
opinion of the Board, the Independent Directors, fulfil the authorities and duties.
conditions of independence specified in Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing C. DIRECTORS ATTENDANCE RECORD AND THEIR OTHER
Regulations and they all independent of the management. DIRECTORSHIP(S) AND COMMITTEE MEMBERSHIP(S)
The Independent Directors have also confirmed that they As mandated by Regulation 26 of the SEBI Listing
have complied with the Company’s Code of Business Regulations, none of the Director is a member of more
Conduct & Ethics for the Board of Directors, Senior than 10 (Ten) Board level Committees or Chairman of more
Management Personnel and Other Employees. than 5 (Five) Committees across all listed companies in
which he/she is a Director. Directors’ attendance at the
All Independent Directors are drawn from amongst Board Meetings during the financial year and the last
eminent professionals with expertise in Business/ AGM and also their Directorships and Memberships in
Finance/Law/Public Enterprises and other allied field. other committees is given below:
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Annual Report 2018-19
Composition of the Board, Attendance Record, Directorships and Committee Membership for the Financial Year 2018-19:
Brief Information about Directors Attendance record during Financial Year Directorship/Membership
2018-19 /Chairmanship as on 31 March 2019
Name of the Directors Number of Board Attendance at Number of Number of Committee
Directors Identification Meeting held and the last AGM Directorships in Positions held in all
Number attended all Companies* Companies**
(DIN) Held Attended as on 31 March as on 31 March 2019
2019 Chairman Member
Executive Directors
Mr. Anil Kumar Mittal 00030100 4 4 Yes 14 1 1
Mr. Arun Kumar 00030127 4 4 Yes 14 - -
Gupta
Mr. Anoop Kumar 00030160 4 4 Yes 14 - 2
Gupta
Mr. Ashok Chand*** 00030318 1 1 N.A. - - -
Ms. Priyanka Mittal 00030479 4 1 No 3 - 1
Independent Non-Executive Directors
Mr. Ashwani Dua 01097653 4 1 Yes 5 2 4
Mr. Devendra Kumar 06754542 4 4 No 1 1 1
Agarwal
Mr. Shyam Arora 00742924 4 4 Yes 2 - 3
Mr. Vinod Ahuja 00030390 4 4 Yes 15 - 3
Mr. Alok Sabharwal 03342276 4 4 Yes 1 - -
*This includes Directorships in all Companies, including KRBL Limited, (Listed, Unlisted Public and Private Limited Companies)
incorporated in India.
** For the purpose of considering the limit of the committees on which a directors can serve, all public limited companies, whether
listed or not, including KRBL Limited is considered. Further in addition to the Audit Committee and Stakeholders Relationship
Committee as prescribed under explanation to Regulation 26(1)(b) of the SEBI Listing Regulations, the Nomination and
Remuneration Committee and CSR Committee is also taken into consideration.
*** Mr. Ashok Chand resigned as Whole Time Director of the Company w.e.f. 23 July 2018.
D LIMIT ON THE NUMBER OF DIRECTORSHIPS does not hold position as an Independent Director in
Pursuant to the provisions of Section 165 of the more than more than 7 (Seven) Listed Companies and
Companies Act, 2013, no person shall hold the office as in case he/she is serving as a Whole Time/Managing
a director, including any directorship in more than twenty Director in any Listed Company, does not hold position
five companies at the same time, provided that the as an Independent Director in more than 3 (Three) Listed
maximum number of Public Companies in which a person Companies.
can be appointed as a director shall not exceed ten.
Accordingly, all directors are in compliance with the
In compliance with Regulation 25 of the SEBI Listing above mentioned provisions of Companies Act, 2013 and
Regulations, the Independent Directors on the Board of SEBI Listing Regulations.
the Company does not serve as an Independent Directors
in more than 7 (Seven) Listed Companies and in case E. MAXIMUM TENURE OF INDEPENDENT DIRECTORS
he/she is serving as a Whole Time Director in any Listed In accordance with the provisions of Section 149(11) of the
Company, does not hold position as an Independent Companies Act, 2013, the current tenure of Independent
Director in more than 3 (Three) Listed Companies. Directors of the Company has been fixed for a period of 5
(Five) consecutive years from the conclusion of AGM held
Also as required under Regulation 17A of the amended on 09 September 2014 (except Mr. Alok Sabharwal whose
SEBI Listing Regulations, 2015, the Board members of tenure has been fixed for a period of 5 (Five) Years commence
the Company does not serve as a director in more than from 11 August 2016) upto the conclusion of the ensuing
8 (eight) listed entities and in case he/she is serving AGM of the Company. Considering the recommendation of
as Independent Director on the Board of the Company, Nomination and Remuneration Committee and the Board of
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Annual Report 2018-19
Skills and its Mr. Anil Mr. Arun Mr. Anoop Ms. Mr. Mr. Mr. Mr. Mr. Alok
description Kumar Kumar Kumar Priyanka Vinod Ashwani Shyam Devendra Sabharwal
Mittal Gupta Gupta Mittal Ahuja Dua Arora Kumar
Agarwal
Leadership experience √ √ √ √ √ √ √
of running large
enterprise*
Experience of crafting √ √ √ √ √ √ √ √
Business Strategies**
Finance and √ √ √ √
Accounting
Experience***
Experience of large √ √ √ √ √ √ √ √ √
Companies and
understanding of the
changing regulatory
landscape****
* Leadership experience of running large enterprise - Experience in leading well-governed large organisations, with an
understanding of organisational systems and processes complex business and regulatory environment, strategic planning and
risk management, understanding of emerging local and global trends and management of accountability and performance.
** Experience of crafting Business Strategies - Experience in developing long-term strategies to grow consumer / Rice business,
consistently, profitably, competitively and in a sustainable manner in diverse business environments and changing economic
conditions.
*** Finance and Accounting Experience - Leadership experience in handling financial management of a large organisation along
with an understanding of accounting and financial statements.
**** Experience of large Companies and understanding of the changing regulatory landscape - Experience of having served in
large public companies in diverse industries to provide Board oversight to all dimensions of business and Board accountability,
high governance standards with an understanding of changing regulatory framework.
K. NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS - The Board of Directors and senior management
HELD BY NON- EXECUTIVE DIRECTORS shall conduct themselves so as to meet the
Non-Executive Directors neither holds any Equity Shares expectations of operational transparency to
nor hold any convertible instruments of the company. stakeholders while at the same time maintaining
confidentiality of information in order to foster a
L. ROLES AND RESPONSIBILITIES OF THE BOARD culture of good decision-making.
The primary role of the Board is that of trusteeship
to protect and enhance shareholders value through • Key functions of the Board
strategic direction to the company. As trustee, the Board - The Board reviews and guides Corporate
of Directors has fiduciary responsibility to ensure that the Strategy, Major Plans of Action, Risk Policy,
company has clear goals aligned to shareholders value Annual Budgets and Business Plans;
and its growth. The Board exercises its duties with care, Setting Performance Objectives; Monitoring
skill and diligence and exercises independent judgment. Implementation and Corporate Performance;
The Board sets strategic goals and seeks accountability and Overseeing Major Capital Expenditures,
for their fulfillment. The Board also directs and exercises Acquisitions and Divestments.
appropriate control to ensure that the Company is
managed in a manner that fulfills stakeholders aspirations -
Board monitors the effectiveness of the
and societal expectations. Company’s governance practices and making
changes as needed.
• Disclosure of Information
- Members of Board of Directors and key - Selects, Compensates, Monitors and when
managerial personnel shall disclose to the necessary, replaces key executives and
Board of Directors whether they, directly, overseeing succession planning.
indirectly or on behalf of third parties, have a
material interest in any transaction or matter -
Ensures a transparent board nomination
directly affecting the company. process with the diversity of thought,
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Report on Corporate Governance
experience, knowledge, perspective and - The Board applies high ethical standards.
gender in the Board. It takes into account the interests of
stakeholders.
- Monitors and manages potential conflicts of
interest of management, board members and - The Board is able to exercise objective
shareholders, including misuse of corporate independent judgement on Corporate Affairs.
assets and abuse in related party transactions.
- Board considers assigning a sufficient
- Ensures the integrity of the Company’s number of Non-Executive Board Members
accounting and financial reporting systems, capable of exercising Independent Judgement
including the Independent Audit, and that to tasks where there is a potential for conflict
appropriate systems of control are in place, of interest.
in particular, systems for Risk Management,
Financial and Operational Control, and - The Board ensures that, while rightly
Compliance with the law and relevant encouraging positive thinking, these do not
standards. result in over-optimism that either leads
to significant risks not being recognised or
-
Oversees the process of disclosure and exposes the company to excessive risk.
communications.
- The Board has ability to ‘Step Back’ to assist
- Monitors and reviews Board Evaluation executive management by challenging the
Framework. assumptions underlying: Strategy, Strategic
Initiatives (such as acquisitions), Risk
- Aligned key managerial personnel and Appetite, Exposures and the Key areas of the
remuneration of Board of Directors with the Company’s focus.
longer term interests of the company and its
shareholders. - Board members should be able to commit
themselves effectively to their responsibilities.
- Company has well established committees
of the Board of Directors, and their mandate, - In order to fulfil their responsibilities, board
composition and working procedures have members have access to accurate, relevant
been well defined and disclosed by the Board and timely information.
of Directors.
- The Board and Senior Management facilitate
• Other responsibilities the Independent Directors to perform their
- The Board provides the strategic guidance to role effectively as a Board member and also a
the company, ensure effective monitoring of member of a committee.
the management and should be accountable
to the company and the shareholders. • Role of Independent Directors
Independent Directors have emerged as the
- The Board sets corporate culture and the cornerstones of the worldwide Corporate
values by which executives throughout a Governance movement. Their increased presence
group will behave. in the boardroom has been hailed as an effective
deterrent to fraud and mismanagement, inefficient
- Board members acts on a fully informed basis, use of resources, inequality and unaccountability of
in good faith, with Due Diligence and Care, and decisions and as a harbinger for striking the right
in the best interest of the Company and the balance between individual, economic and social
shareholders. interests.
- The Board encourages continuing directors Independent Directors plays a key role in the
training to ensure that the Board members are decision-making process of the Board. The
kept up to date. Independent Directors are committed to act in what
they believe to be in the best interest of the Company
-
Where Board decisions affect different and its Shareholders. The Independent Directors
shareholder groups differently, the Board are professionals, with expertise and experience in
treats all shareholders fairly. general corporate management, Public Policy, Finance,
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Annual Report 2018-19
Financial Services and Other allied fields. This wide of all laws, rules and regulations. At the Board Meeting,
knowledge of their respective fields of expertise and members have full freedom to express their opinion and
best-in-class boardroom practices helps foster varied, decisions are taken after detailed deliberations. Members
unbiased, Independent and experienced perspective. of the senior management team are invited to attend the
The company benefits immensely from their inputs in Board Meetings as and when required, which provides
achieving its strategic direction. additional inputs to the items being discussed by the
Board.
M. INTER-SE RELATIONSHIP AMONGST DIRECTORS
Mr. Anil Kumar Mittal, Chairman & Managing Director, Mr. C. DETAILS OF BOARD MEETINGS HELD AND ATTENDED BY
Arun Kumar Gupta and Mr. Anoop Kumar Gupta, both Joint THE DIRECTORS DURING THE FINANCIAL YEAR 2018-19
Managing Directors, all three are brothers and Ms. Priyanka
Mittal, Whole Time Director is the daughter of Mr. Anil Kumar S. Date of Board Board Number of % of
Mittal, Chairman & Managing Director of the Company. No. Meetings Strength Directors attendance
Present
3. BOARD MEETINGS AND PROCEDURES 1. Thursday, 10 10 9 90.00
May 2018
A. BOARD MEETINGS
2. Tuesday, 24 9 7 78.00
Company’s Corporate Governance Policy requires the
July 2018
Board to meet at least four times in a year. The maximum
3. Monday, 29 9 8 89.00
gap between two board meetings should not be more
October 2018
than 120 (One hundred and twenty) days as prescribed
under Regulation 17 of the SEBI Listing Regulations. 4. Friday, 08 9 7 78.00
Additional board meetings may be convened to address February
the specific needs of the Company. In case of business 2019
exigencies or matters of urgency, the board may also
In terms of Regulation 17 of the SEBI Listing Regulations
approve resolution by circulation as permitted by the
the gap between any two meetings did not exceed 120
Companies Act, 2013.
(One hundred and twenty) days.
B. BOARD PROCEDURE
D. SHAREHOLDING OF DIRECTORS
Board Meetings are governed by a structured agenda. The
The Shareholding of Directors (Holding in individual
Agenda is prepared in consultation with the Chairman of
capacity) as on 31 March 2019 are given below:
the Board and all other Board Members. The agenda for
the meetings of the board together with the appropriate Name Number of Shares Held
supporting documents are circulated well in advance Mr. Anil Kumar Mittal 100
to all the Board members. Detailed presentations are Mr. Arun Kumar Gupta 100
also made to the Board covering operations, Business Mr. Anoop Kumar Gupta 100
Performance, Finance, Sales, Marketing, Global and Ms. Priyanka Mittal 100
Domestic Business Environment and related details. All
necessary information including but not limited to those The Independent Non- Executive Directors are not holding
as mentioned in Part-A Schedule II of the SEBI Listing any shares in the Company as on 31 March 2019.
Regulations are placed before the Board to enable it to
discharge its responsibility of strategic supervision of the 4. COMMITTEES OF THE BOARD
Company. The Board also reviews periodical compliances KRBL has 6 (six) Board level Committees:
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Report on Corporate Governance
DETAILS OF ROLE AND COMPOSITION OF THESE COMMITTEES, The Audit Committee of KRBL has powers, which includes
INCLUDING THE NUMBER OF MEETINGS HELD DURING THE the following:
FINANCIAL YEAR AND THE RELATED ATTENDANCE ARE • To investigate any activity within its terms of
PROVIDED BELOW: reference.
• To seek information from any employee.
A. AUDIT COMMITTEE • To obtain outside legal or other professional advice.
I. Composition of the Committee • To secure attendance of outsiders with relevant
As on 31 March 2019, the Audit Committee of KRBL expertise, if it considers necessary.
comprises of following members: • The Audit Committee may call for the comments
Name Designation Category of the auditors about internal control systems,
the scope of audit, including the observations of
Mr. Devendra Kumar Chairman Independent Non-
the auditors and review of financial statement
Agarwal Executive
before their submission to the Board and may also
Mr. Ashwani Dua Member Independent Non-
discuss any related issues with the internal and
Executive
statutory auditors and the management of the
Mr. Vinod Ahuja Member Independent Non- company.
Executive • The Audit Committee shall have authority to
Mr. Shyam Arora Member Independent Non- investigate into any matter in relation to the items
Executive specified above or referred to it by the Board and for
Mr. Anoop Kumar Member Executive & Joint this purpose shall have power to obtain professional
Gupta* Managing Director advice from external sources and have full access
* Appointed w.e.f. 24 July 2018. to information contained in the records of the
company.
All the members of the Committee have good knowledge The Role of the Audit Committee of KRBL Limited includes
of Finance, Accounts and Business Management. the following:
The Chairman of the Committee, Mr. Devendra Kumar • The recommendation for appointment, remuneration
Agarwal, has considerable accounting and related and terms of appointment of auditors of the
Financial Expertise. The Statutory Auditors, the Internal company.
Auditors and the Cost Auditors of the Company attend • Review and monitor the auditor’s independence and
the meetings of the Committee on the invitation of the performance, and effectiveness of audit process.
Chairman. • Examination of the financial statement and the
auditors’ report thereon.
The composition of the Audit Committee is in compliance • Approval or any subsequent modification of
with the requirements of Section 177 of the Companies transactions of the company with related parties.
Act, 2013, read with Regulation 18 of SEBI Listing • Scrutiny of Inter-Corporate Loans and
Regulations. Investments.
• Valuation of undertakings or assets of the Company,
The primary objective of the Audit Committee is to monitor wherever it is necessary.
and provide an effective supervision of the Management’s • Evaluation of Internal Financial Controls and Risk
financial reporting process, to ensure accurate and timely Management Systems.
disclosures, with the highest levels of transparency, • Monitoring the end use of funds raised through
integrity and quality of financial reporting. public offer and related matters.
• Oversight of the Company’s Financial Reporting
The audit committee oversees the work carried out in Process and the disclosure of its Financial
the financial reporting process by the management, the Information to ensure that the financial statement is
internal auditors and the independent auditors notes the correct, sufficient and credible.
process and safeguards employed by each of them. • Recommending to the Board, the appointment,
re-appointment and if required, the replacement or
Mr. Raman Sapra, Company Secretary, acts as Secretary removal of the Statutory Auditors and the fixation
to the Audit Committee. of audit fees.
• Approval of payment to Statutory Auditors for any
II. Terms of Reference other services rendered by the Statutory Auditors.
The roles, powers and functions of the Audit Committee • Reviewing, with the management, the Annual
of KRBL Limited are in accordance with the provisions Financial Statements before submission to the
of Section 177 of the Companies Act, 2013, read with board for approval, with particular reference to:
Regulation 18 and PART-C of Schedule II of the SEBI - Matters required being included in the
Listing Regulations. Directors’ Responsibility Statement to be
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Annual Report 2018-19
included in the Board’s Report in terms of Shareholders (in case of Non-payment of declared
Section 134 (5) of the Companies Act, 2013. dividends) and creditors.
- Changes, if any, in accounting policies and • To review the functioning of the Vigil Mechanism/
practices and reasons for the same. Whistle Blower, in case the same is existing.
- Major accounting entries involving estimates • Approval of appointment of CFO (i.e., the
based on the exercise of judgment by whole-time Finance Director or any other person
management. heading the finance function or discharging
- Significant adjustments made in the Financial that function) after assessing the qualifications,
Statements arising out of Audit Findings. experience and background, etc. of the candidate.
- Compliance with Listing and Other Legal • Carrying out any other function as is mentioned in
requirements relating to Financial Statements. the Terms of Reference of the Audit Committee.
- Disclosure of any Related Party Transactions. • Reviewing the utilization of loans and/ or advances
- Qualifications in the draft Audit Report. from/investment by the holding company in the
• Reviewing, with the management, the quarterly subsidiary in case if exceeds ` 100 Crore or 10%
financial statements before submission to the board of the asset size of the subsidiary, whichever is
for approval. lower.
• Reviewing, with the management, the statement of
uses/ application of funds raised through an issue The Audit Committee of KRBL Limited reviews the
(public issue, rights issue, preferential issue, etc.), following information:
the statement of funds utilized for purposes other • Management discussion and analysis of financial
than those stated in the offer document/prospectus/ condition and result of operation;
notice and the report submitted by the monitoring • Statement of significant related party transaction
agency monitoring the utilization of proceeds of (as defined by the audit committee) submitted by
a public or rights issue, and making appropriate management;
recommendations to the Board to take up steps in • Management letter/letter of internal control
this matter. weaknesses issued by the statutory auditor;
• Reviewing, with the management, performance of • Internal audit reports relating to internal control
statutory and Internal Auditors, adequacy of the weakness; and
Internal Control Systems. • The appointment, removal and term of remuneration
• Approval or any subsequent modification of of the internal auditor shall be subject to review by
transactions of the listed entity with related parties; audit committee.
• Valuation of undertakings or assets of the listed
entity, wherever it is necessary; III. Meetings and Attendance
• Evaluation of internal financial controls and risk During the financial year 2018-19, 4 (four) meetings of
management systems; Audit Committee were held. Details of Audit Committee
• Reviewing the adequacy of Internal Audit function, Meetings held and attended by members during the
if any, including the structure of the Internal Audit financial year 2018-19 are as follows:
department, staffing and seniority of the official
heading the department, reporting structure S. Date of Committee Number of % of
coverage and frequency of Internal Audit. No. Committee Strength Members attendance
• Discussion with Internal Auditors any significant Meetings Present
findings and follow up there on. 1. Thursday, 4 3 75.00
• Reviewing the findings of any Internal Investigations 10 May
by the Internal Auditors into matters where there is 2018
suspected fraud or irregularity or a failure of Internal 2. Tuesday, 24 5 4 80.00
Control Systems of a material nature and reporting July 2018
the matter to the board.
3. Monday, 5 5 100.00
• Discussion with Statutory Auditors before the audit
29 October
commences, about the nature and scope of audit as
2018
well as post-audit discussion to ascertain any area
of concern. 4. Friday, 08 5 4 80.00
• To look into the reasons for substantial defaults in February
the payment to the Depositors, Debenture Holders, 2019
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Annual Report 2018-19
• To assist the Board in fulfilling responsibilities. The remuneration paid to Directors is recommended
• To implement and monitor policies and processes by the Nomination and Remuneration Committee and
regarding principles of corporate governance. approved by the Board of Directors in the Board Meeting,
• To ensure that the level and composition of subject to the approval of the shareholders and such
remuneration is reasonable and sufficient to attract, other authorities, if any, as the case may be and the
retain and motivate Directors of the quality required remuneration paid to Senior Management and KMPs other
to run the Company successfully. than Directors is approved/recommended by Nomination
• To ensure that relationship of remuneration to and Remuneration Committee to the Board of directors of
performance is clear and meets appropriate the Company.
performance benchmarks.
• To ensure that remuneration to Directors, Key The Non-Executive Directors will be paid with the sitting
Managerial Personnel and Senior Management fee, subject to the approval of Board of Directors/
involves a balance between fixed and incentive including any sub-committee thereof, upto the limit as
pay reflecting short and long term performance specified under the Companies Act, 2013 read with SEBI
objectives appropriate to the working of the Listing Regulations.
Company and its goals.
The Nomination and Remuneration policy is available on the
Iii. Meetings and Attendance Company’s website at the web link http://www.krblrice.com/
During the financial year 2018-19, 3 (Three) meetings policy-guidelines/nomination-renumeration-policy.pdf
of Nomination and Remuneration Committee were held.
Details of Nomination and Remuneration Committee V. Remuneration of Directors
Meetings held and attended by members during the
financial year 2018-19 are as follows: i. Remuneration to Non- Executive Directors
S. Date of Committee Number of % of The Non-Executive Directors are being paid with the
No. Committee Strength Members attendance sitting fees for attending Board Meetings. The Company
Meetings Present has paid ` 25000/- per Board Meeting as sitting fee and
1. Thursday, 10 3 2 66.67 actual reimbursement of out of pocket expenses incurred
May 2018 by the Non-Executive Directors for attending Board
2. Tuesday, 24 3 2 66.67 Meetings.
July 2018
3. Friday, 08 3 2 66.67 The Company has also taken a Directors & Officers
February liability insurance policy.
2019
Details of Sitting Fees paid to the Independent
The attendance details of the Nomination and Non- Executive Directors during the Financial Year
Remuneration Committee members are as follows: 2018-19 are as follows:
(Amount in ` Lacs)
S. Name Position Meetings Meetings % of
No. held Held attended attendance Name of the Sitting Fees Paid No. of shares
1. Mr. Chairman 3 - 0.00 Directors FY 2018-19* held as on 31
Ashwani Board Committee March 2019
Dua Meeting Meeting
2. Mr. Member 3 3 100.00 Mr. Ashwani 0.25 - Nil
Shyam Dua
Arora Mr. Devendra 0.85 - Nil
3. Mr. Member 3 3 100.00 Kumar
Vinod Agarwal
Ahuja Dr. Alok 0.85 - Nil
Sabharwal
In the absence of Mr. Ashwani Dua, Mr. Vinod Ahuja was Mr. Shyam 0.85 - Nil
appointed as the Chairman of the Meeting. Arora
Mr. Vinod 0.85 - Nil
IV. Remuneration Policy Ahuja
The Remuneration policy of the Company is to lay down a * The same is excluding GST.
framework in relation to remuneration of Directors, KMP,
Senior Management Personnel and other Employees ii Remuneration to Executive Directors
and directed towards rewarding performance, based on The remuneration of the Executive Directors is
review of achievements on periodic basis. recommended by the Nomination and Remuneration
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Report on Corporate Governance
Committee based on criteria such as industry benchmarks, Regulation 20 and Part-D of Schedule II of SEBI Listing
the Company’s performance, responsibilities shouldered, Regulations read with Section 178 of the Companies Act,
performance/track record of the director etc. and is 2013, and allied rules as may be notified from time to
approved by the Board of Directors. time.
The Company pays remuneration by way of salary, The Stakeholders Relationship Committee of KRBL
perquisites and allowances to its Executive Directors Limited is responsible for the Duties and functions which
within the limits prescribed under the Companies Act, includes the following:
2013 and approved by the shareholders. • To approve or deal with applications for Transfer,
Transmission, Transposition and Mutation of Share
Details of Remuneration on account of salary and Certificates including duplicate, split, sub-division
perquisites paid to the Executive Directors during the or consolidation of certificates and to deal with all
Financial Year 2018-19 are as follows: related matters.
(` in Lacs) • Resolving the grievances of the security holders
Name & Designation Salaries Perquisites Total of the listed entity including complaints related to
of Director transfer/transmission of shares, non-receipt of
Mr. Anil Kumar Mittal 108 0.40 109 annual report, non-receipt of declared dividends,
Chairman & issue of new/duplicate certificates, general
Managing Director meetings etc.
Mr. Arun Kumar 108 0.40 109 • Review of measures taken for effective exercise of
Gupta voting rights by shareholders.
Executive & Joint • Review of adherence to the service standards
Managing Director adopted by the listed entity in respect of various
Mr. Anoop Kumar 108 0.40 109 services being rendered by the Registrar & Share
Gupta Transfer Agent.
Executive & Joint • Review of the various measures and initiatives taken
Managing Director by the listed entity for reducing the quantum of
Ms. Priyanka Mittal 56 0.40 56 unclaimed dividends and ensuring timely receipt of
Executive & Whole dividend warrants/annual reports/statutory notices
Time Director by the shareholders of the company.
Mr. Ashok Chand# 10 - 10
III. Meetings and Attendance
Whole Time Director
During the financial year 2018-19, 4 (four) meetings of
#
Resigned w.e.f. 23 July 2018. Stakeholders Relationship Committee were held. Details
of Stakeholders Relationship Committee Meetings held
C. STAKEHOLDERS RELATIONSHIP COMMITTEE and attended by members during the financial year
2018-19 are as follows:
I. Composition of the Committee
As on 31 March 2019, the Stakeholders Relationship
S. Date of Committee Number of % of
Committee of KRBL comprises of following members:
No. Committee Strength Members attendance
Name Designation Category Meetings Present
Mr. Ashwani Dua Chairman Independent Non- 1. Thursday, 10 3 2 66.67
Executive May 2018
Mr. Shyam Arora Member Independent Non-
2. Tuesday, 24 3 2 66.67
Executive
July 2018
Mr. Vinod Ahuja Member Independent Non-
Executive 3. Monday, 29 3 3 100.00
October 2018
Mr. Raman Sapra, Company Secretary, acts as Secretary 4. Friday, 08 3 2 66.67
to the Stakeholders Relationship Committee. February
2019
II. Terms of Reference
The terms of reference and the ambit of powers of The attendance details of the Stakeholders Relationship
Stakeholders Relationship Committee are as per Committee members are as follows:
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Annual Report 2018-19
S. Name Position Meetings Meetings % of specified in Schedule VII to the Companies Act, 2013
No. held Held attended attendance and to recommend the amount of expenditure to be
1. Mr. Chairman 4 1 25.00 incurred on such activities and to monitor the Corporate
Ashwani Social Responsibility Policy of the company from time to
Dua time.
2. Mr. Member 4 4 100.00
I. Composition of the Committee
Shyam
As on 31 March 2019, the CSR Committee of KRBL
Arora
comprises of following 4 (Four) Members out of
3. Mr. Member 4 4 100.00
which 3 (Three) are Executive Directors and 1 (one)
Vinod
is Independent Non-Executive Director:
Ahuja
Name Designation Category
IV. INVESTORS GRIEVANCE REDRESSAL Mr. Anil Kumar Chairman Executive & Chairman
Pursuant to the Regulation 13 of SEBI Listing Mittal & Managing Director
Regulations, KRBL has duly filed with the recognized Mr. Anoop Member Executive & Joint
stock exchange(s) on a quarterly basis, within twenty one Kumar Gupta Managing Director
days from the end of each quarter, a statement giving the
Mr. Ashwani Member Independent Non-
number of investor complaints pending at the beginning Dua Executive Director
of the quarter, those received during the quarter, disposed
Ms. Priyanka Member Executive & Whole-
off during the quarter and those remaining unresolved at
Mittal Time Director
the end of the quarter.
Mr. Raman Sapra, Company Secretary, acts as Secretary
No complaints were pending at the beginning of the
to the CSR Committee.
year and one complaints were received by the company
during the year which is resolved within specified II. Terms of Reference
time. No complaints were outstanding as on 31 March The Terms of Reference of CSR Committee includes
2019. No requests for Transfer/Transmission and for the duties and functions of the CSR Committee
Dematerialization were pending for approval as on 31 of KRBL Limited are as per Section 135 of the
March 2019. The Registrar and Share Transfer Agents Companies Act, 2013, read with the Companies
(RTA), M/s. Alankit Assignments Limited dealt with all (Corporate Social Responsibility Policy) Rules, 2014.
grievances of the Shareholders and Investors received
directly through SEBI, Stock Exchanges, Ministry of
The CSR Committee of KRBL Limited is responsible for
Corporate Affairs, Registrar of Companies, etc. The the functions which includes the following:
Company maintains continuous interaction with the • Formulate and recommend to the Board, a CSR
RTA and takes proactive steps and actions for resolving Policy which shall indicate the activities to be under
complaints/queries of the shareholders/Investors taken by the company as specified in Schedule VII of
and also takes initiatives for solving critical issues. the Companies Act, 2013.
Shareholders are requested to furnish/update their • To recommend the amount of expenditure to be
telephone numbers and/or e-mail addresses to facilitate incurred on the activities referred in the CSR policy.
prompt action. The Company has designated the e-mail • Monitor CSR Policy of the company from time to
id: investor@krblindia.com exclusively for the purpose time.
of registering complaints by investors electronically. • Prepare transparent monitoring mechanism
All other investors information are available on the for ensuring implementation of the projects,
Company’s website at the web link http://www.krblrice. programmes, activities proposed to be undertaken
com/fy-2012/corporate-governance-and-other/krbl- by the Company.
investors-information.pdf
The duties of the CSR Committee of KRBL includes the
D.
CORPORATE SOCIAL RESPONSIBILITY (CSR) following:
COMMITTEE • Consider and formulate the Company’s value and
In accordance with provisions of Section 135 of strategy as regards to CSR.
the Companies Act, 2013, read with the Companies • Develop and review the CSR policies relating
(Corporate Social Responsibility Policy) Rules, 2014, to workplace quality, environmental protection,
the Company has a well established Corporate Social operating practices and community involvement.
Responsibility (CSR) Committee at the Board Level along • Identify CSR issues, and related risks and
with the CSR Monitoring Committee and Unit CSR Teams opportunities that are relevant to the Company’s
under the CSR Committee, to formulate and recommend operations, and incorporate the issues or factors
the CSR activities to be undertaken by the Company as into the Company’s existing risk management.
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Annual Report 2018-19
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Report on Corporate Governance
S. Name Position Meetings Meetings % of Year Time, Day, Date and Summary of Special
No. held Held attended attendance Location Resolutions passed
1. Mr. Anil Chairman 2 2 100.00 in the AGM
Kumar 24th AGM- 11.00 A.M. - No special
Mittal 2017 Tuesday Resolution was
2. Mr. Arun Member 2 2 100.00 26 September 2017 passed in AGM.
Kumar Sri Sathya Sai
Gupta International Centre,
3. Mr. Member 2 2 100.00 Pragati Vihar, Lodhi Road,
Anoop New Delhi-110 003
Kumar 23rd AGM- 11.00 A.M. - Consider and
Gupta 2016 Thursday approve issue
4. Mr. Member 2 2 100.00 08 September 2016 of Redeemable
Rakesh Sri Sathya Sai Non-convertible
Mehrotra International Centre, Debentures
Pragati Vihar, Lodhi Road, on private
5. SUBSIDIARY COMPANIES – MONITORING FRAMEWORK New Delhi-110 003 placement basis.
KRBL does not have any material subsidiary as defined
under Regulation 16(1)(c) of the SEBI Listing Regulations B.
SPECIAL RESOLUTION PASSED THROUGH POSTAL
read with amended SEBI Listing Regulations. Material BALLOT DURING THE FINANCIAL YEAR 2018-19
Subsidiary means a Subsidiary Company whose income or During the Financial Year 2018-19, no Special Resolution
net worth (i.e. paid-up capital and free reserves) exceeds was passed through postal ballot. Also, no Special
20% (10% w.e.f. 01 April 2019) of the consolidated income Resolution is proposed to be conducted through postal
or net worth respectively, of the listed holding Company ballot.
and its subsidiaries in the immediately preceding
accounting year. 7. DISCLOSURES
The Company’s Audit Committee reviews the A. MANAGEMENT DISCUSSION AND ANALYSIS
Consolidated Financial Statements of the Company as A detailed section on ‘Management Discussion and
well as the Financial Statements of the subsidiaries, Analysis’ forms part of this report.
including the investments made by the subsidiaries. The
minutes of the Board Meetings, along with a report of the B.
MATERIALLY SIGNIFICANT RELATED PARTY
significant transactions and arrangements of the unlisted TRANSACTIONS
subsidiaries of the Company are periodically placed The Company has disclosed the related party transactions
before the Board of Directors of the Company. as per Indian Accounting Standard Ind AS 24 in Note 40 to
the Standalone Financial Statements forming part of this
The Company has formulated a policy for determining report. These are not having any potential conflict with
its Material Subsidiaries and the same is available on the interest of the Company.
the website of the Company at the weblink: http://www.
krblrice.com/policy-guidelines/Policy-For-Determining- Further, there were no transactions with related parties
Material-Subsidiaries.pdf which qualify as material related party transactions under
SEBI Listing Regulations.
6. GENERAL BODY MEETINGS
The Company has also formulated a Policy on Related
A GENERAL BODY MEETING HELD DURING LAST 3 YEARS Party Transactions in accordance with the provisions
Year Time, Day, Date and Summary of Special of the Companies Act, 2013 read with Regulation 23 of
Location Resolutions passed the SEBI Listing Regulations. The same is also available
in the AGM on the Company’s website at the web link http://www.
25th AGM- 11.00 A.M. - No Special krblrice.com/policy-guidelines/Policy-on-Related-
2018 Monday Resolution was Party-Transactions.pdf
20 August 2018 passed in AGM.
Sri Sathya Sai C.
DISCLOSURE OF ACCOUNTING TREATMENT IN
International Centre, PREPARATION OF FINANCIAL STATEMENTS
Pragati Vihar, Lodhi Road, The Company has complied with the Indian Accounting
New Delhi-110 003 Standards (Ind As) as laid down by the Institute of
Chartered Accountants of India (ICAI) and notified by the
Ministry of Corporate Affairs in preparation of its financial
137
Annual Report 2018-19
138
Report on Corporate Governance
may be retrieved by Investors from the website of the Declaration as required under Regulation 26(3) of SEBI
Company www.krblrice.com under the head investor (Listing Obligations and Disclosure Requirements)
relations. Regulations, 2015
9. GENERAL SHAREHOLDER’S INFORMATION All Directors, Senior Management and every employee of
the Company have affirmed compliance with the KRBL
i. ANNUAL GENERAL MEETING Code of Business Conduct and Ethics for the Financial
Day, Date & Time : Friday, 13 September 2019, 11.00 Year ended 31 March 2019.
A.M.
Venue : Sri Sathya Sai International Anil Kumar Mittal
Centre, Pragati Vihar, Lodhi Road, Noida, Uttar Pradesh Chairman & Managing Director
New Delhi-110003 01 August 2019 DIN: 00030100
Financial : The Financial year of the
11.
CODE OF CONDUCT FOR PREVENTION OF INSIDER
Calendar Company start from 1st April
TRADING AND CODE OF PRACTICE AND PROCEDURE FOR
each year and ends on 31st
FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE
March of the following year.
INFORMATION
ii. FINANCIAL REPORTING In accordance with the provisions of SEBI (Prohibition of
Insider Trading) Regulations, 2015, KRBL Limited is having
Financial Year 01st April to 31st March the Code of Conduct to Regulate, Monitor and Report
For the Financial Year 2018-19 results were announced Trading by Insiders. The Company has also adopted and
on: revised its Code in accordance with SEBI (Prohibition
1st Quarter ended 30 June 24 July 2018 of Insider Trading) (Amendment) Regulations, 2018
2018 and SEBI (Prohibition of Insider Trading) (Amendment)
2nd Quarter and Half Year 29 October 2018 Regulations, 2019.
ended 30 September 2018
Further pursuant to Regulation 8 of the SEBI (Prohibition
3rd Quarter ended 31 08 February 2019 of Insider Trading) Regulations, 2015, read with
December 2018 SEBI (Prohibition of Insider Trading) (Amendment)
4th Quarter and Year ended 15 May 2019 Regulations, 2018 and SEBI (Prohibition of Insider
31 March 2019 Trading) (Amendment) Regulations, 2019, the Company
has also adopted a Code of Practices and Procedure
For the Financial Year 2019-20, result are likely to be
for Fair Disclosure of Unpublished Price Sensitive
announced on: (Tentative and subject to change)
Information in adherence to the principles set out in
1st Quarter ended 30 June By First week of August
Schedule A to the said Regulations. The said Code is
2019 2019
available on the website of the Company at the web link
2nd Quarter and Half Year By Last week of October h t t p : / / w w w. k r b l r i c e . c o m / c o d e s / C o d e - o f - F a i r -
ended 30 September 2019 2019 Disclosure.pdf
3rd Quarter ended 31 By Last week of January
December 2019 2020 12. DATE OF BOOK CLOSURE
4th Quarter and Year ended 31 By First week of May The dates of Book Closure shall be from Friday, 30 August
March 2020 2020 2019 to Friday, 13 September 2019 (both days inclusive).
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Annual Report 2018-19
14. REGISTRAR AND SHARE TRANSFER AGENT National Securities Central Depository Services
The Company has appointed M/s. Alankit Assignments Depository Limited (India) Limited (CDSL)
Limited, having its office at Alankit Heights, 3E/7, (NSDL)
Jhandewalan Extension, New Delhi-110055 as its Trade World, 4th Floor, Unit No. A-2501, Marathon
Registrar and Transfer Agent (RTA) for electronic mode Kamala Mills Compound Futurex, Mafatlal Mills
of Transfer of Share of both the depositories i.e. National Senapati Bapat Marg, Compound, N.M. Joshi
Securities Depository Limited (NSDL) and Central Lower Parel Marg, Lower Parel (E)
Depository Services (India) Limited (CDSL) as well as Mumbai-400013 Mumbai- 400013
physical transfer of shares. Telephone: 1800-222- Telephone: 1800-225-
990, 022-24994200 533, 022-2305-8640
The Company’s shares are traded in the Stock Exchanges E-mail: investor@nsdl. E-mail: info@cdslindia.com
compulsorily in demat mode. Pursuant to the provisions co.in Website: www.cdslindia.com
of Regulation 40 of SEBI Listing Regulations, physical Website: www.nsdl.co.in
shares sent for transfer are duly transferred, if they are
complete in all respects; or if company has any objection 16. SHARE TRANSFER SYSTEM
are returned back such share, as the case may be, within All share transfer and other communications regarding
15 days of receipt of the documents. Share transfers in share certificates, change of address, dividends etc.
physical form can be lodged with Alankit Assignments should be addressed to Registrar and Share Transfer Agent
Limited, Registrar & Transfer Agents (RTA) at the above of the Company. The Committee has delegated authority
mentioned address. for approving transmission of shares and other related
matters to the Stakeholders Relationship Committee
The Stakeholders Relationship Committee reviews the of the Company. A summary of all transmissions etc.
Share transfers approved by the RTA, Company Secretary so approved by officers of the Company is placed in
or Manager-Corporate Affairs, who have been delegated subsequent meeting of the Stakeholders Relationship
with requisite authority. All requests for Dematerialization Committee of the Company. All share transmissions
of shares are processed and confirmed to the depositories, are completed within statutory time limit from the date
NSDL and CDSL, within 15 days. The Members of receipt, provided the documents meet the stipulated
holding shares in electronic mode should address all requirement of statutory provisions in all respects. The
their correspondence to their respective Depository Company obtains from a Company Secretary in whole
Participants (DP) regarding change of address, change of time practice the half yearly certificate of compliance for
bank mandates and nomination. share transfer/transmission formalities as required under
Regulation 40(9) of SEBI Listing Regulations and files a
15. DEMATERIALIZATION OF SHARES AND LIQUIDITY copy of the same with the Stock Exchanges.
Pursuant to the provisions of Regulation 31 of SEBI
Listing Regulations, the Company’s shares are required 17. LISTING ON STOCK EXCHANGES
to be traded compulsorily in the Dematerialized form The Company’s shares are listed and actively traded on
and are available for trading under both the depository the below mentioned Stock Exchanges:
systems in India – NSDL and CDSL. The International
Securities Identification Number (ISIN) allotted to the I. NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)
Company’s Equity Shares under the depository system Exchange Plaza” C-1, Block G,
is INE001B01026. The Annual Custodial Fees for the Bandra-Kurla Complex,
Financial Year 2018-19 has been paid to both the Bandra (East), Mumbai – 400 051
depositories. Website: www.nseindia.com
Symbol: KRBL, Series: Eq.
During the year under review 61,282 shares of the
Company covered in 21 requests were converted into II. BSE LIMITED (BSE)
Dematerialized form and 6,000 shares of the Company, Floor 25, Phiroze Jeejeebhoy Towers,
which were in physical form, were transferred to the Dalal Street,
demat account of IEPF Authority. As on 31 March 2019, Mumbai – 400 001
235,194,260 shares of the company constituting 99.92% Website: www.bseindia.com
of the Paid-up share capital are in Dematerialized form. Stock Code: 530813
For guidance on depository services, shareholders may Your Company has paid the listing fees to NSE and BSE
write to the Company or to the respective depositories: for the Financial Year 2018-19.
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Report on Corporate Governance
19. SHARES HELD IN PHYSICAL AND DEMATERIALIZED FORM AS ON 31 MARCH 2019 (IN %)
0.09
Shares held in Physical and Demat form
22.29
CDSL
PHYSICAL
NSDL
77.62
141
Annual Report 2018-19
70
60 58.81
50
50
40
30
17.87
20 14.58
6.92
10
0.88 0.91 0.03
0
IEPF
& Promoter
QFI/Foreign
Portfolio
Fund, Alternate
Investor
Foreign
National,
Clearing
Body Corporate
21. TOP TEN SHAREHOLDERS (OTHER THAN PROMOTERS) AS ON 31 MARCH 2019
S. No. Name Number of Shares
1. Reliance Commodities DMCC 2,29,00,000
2. Anil Kumar Goel 97,07,000
3. Joint Director of Enforcement, Central Region 64,94,891
4. Kotak Mahindra (International) Limited 61,61,149
5. Omar Ali Obaid Balsaraf 42,50,000
6. Som Nath Aggarwal 36,55,438
7. Abdullah Ali Balsharaf 35,88,330
8. Seema Goel 27,99,000
9. Reliance Capital Trustee Company Limited A/C Reliance Growth Fund 18,53,294
10. Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity 14,97,310
Index Funds
142
Report on Corporate Governance
12000 600
537 11681 11624
11357 500
11500
448 384
400
337 10930 352
11000 10877 10863 334
346 346 344
327 336 300
10831 10793
10739 10736 10714 299
10500 282
200
10387
10000
100
9500 0
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
38645 38673
39000 600
38000
534 500
37607
37000 449
36227 36194 36257 353 400
36068
36000 384
338
345 330 346 334 35867 338
300
35000 35423 298
35160 35322 282
200
34000 34442
100
33000
32000 0
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
24. OUTSTANDING ADRs/GDRs/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS AND LIKELY IMPACT ON EQUITY
The Company had allotted 3,428,594 nos. of underlying equity shares of ` 10/- each at a premium of `145.08 aggregating to
` 5,316.94 Lacs pursuant to the offer of 1,714,297 Global Depository Receipts (GDRs) made by the Company on 24 February
2006 to Foreign Investors, in accordance with the provisions of Section 81 and 81(1A) of the Companies Act, 1956 and Issue
of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipts Mechanism) Scheme, 1993, on
preferential basis.
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Annual Report 2018-19
The Company’s Global Depository Receipts (GDRs) were listed 27. DETAILS OF DEMAT / UNCLAIMED SUSPENSE ACCOUNT
on the Luxembourg Stock Exchange (Code: US4826571030), The Company does not have any shares in the demat
at de la Bourse de Luxembourg, 11, av de la Porter – Neuve, suspense account or unclaimed suspense account.
L-2227 Luxembourg. As all GDRs were converted into Equity
Shares, so company delisted its GDRs from Luxembourg 28. FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
Stock Exchange w.e.f. 07 July 2010. However, listing of the During the year 2018-19, the Company had managed the
underlying equity shares are continued on the BSE Limited foreign exchange risk and hedged it to the extent considered
and National Stock Exchange of India Limited. necessary. The Company enters into forward contracts for
hedging foreign exchange exposures against exports and
25. RECONCILIATION OF SHARE CAPITAL AUDIT imports. The details of financial risk management under the
Mr. Deepak Kukreja Proprietor, Deepak Kukreja & Associates, head financial instruments are disclosed in Note No. 38 to the
FCS Number 4140, CP Number 8265, Practicing Company Standalone Financial Statements forming part of this Annual
Secretaries, carries out the Reconciliation of Share Capital report.
Audit as mandated by SEBI, and reports on the Reconciliation
of Total Issued and Listed Capital with that of total share 29.
CERTIFICATE PURSUANT TO THE REGULATION 34 AND
capital admitted / held in Dematerialized form with NSDL and SCHEDULE V (C)(10)(I) OF SEBI LISTING REGULATIONS
CDSL and those held in physical form. This audit is carried READ WITH SECTION 164 OF COMPANIES ACT, 2013
out on quarterly basis and the report thereof is submitted REGARDING QUALIFICATION/DISQUALIFICATION TO ACT
to the Stock Exchanges, where the Company’s shares are AS DIRECTOR
listed and is also placed before the Stakeholders Relationship The Company has received obtained the certificate from
Committee and Board of Directors of the Company. Mr. Deepak Kukreja, Partner, DMK Associates, FCS Number
4140, CP Number 8265, Practicing Company Secretaries, that
26. UNPAID DIVIDEND none of the Directors on the Board of the Company has been
Pursuant to the provisions of Section 124 read with Section debarred or disqualified from being appointed or continuing
125 of the Companies Act, 2013, (previously Section 205C as directors of companies by the Securities and Exchange
of the Companies Act, 1956), the Company is required to Board of India, Ministry of Corporate Affairs or any such
transfer the Dividend unpaid for a period of 7 (seven) years statutory authority.
from the due date to the Investor Education and Protection
Fund (IEPF) set up by the Central Government. Accordingly, 30.
CERTIFICATE PURSUANT TO THE REGULATIONS 17 TO
the unclaimed Final Dividend for the year ended 2010-11 27 AND CLAUSES (B) TO (I) OF REGULATION 46(2) AND
have been transferred and necessary Statement in Form PARAGRAPHS C AND D OF SCHEDULE V OF SEBI LISTING
IEPF-1 pursuant to rule 5(4) of the Investor Education and REGULATIONS
Protection Fund Authority (Accounting, Audit, Transfer and The Company has received the certificate from Mr. Deepak
Refund) Rules, 2016 has been filed. Kukreja, Partner, DMK Associates, FCS Number 4140, CP
Number 8265, Practicing Company Secretaries, confirming
The time frame for transfer of Unclaimed Dividends, compliance with the conditions of Corporate Governance as
which are lying in the Unclaimed Dividends Accounts of stipulated under Regulations 17 to 27 and clauses (b) to (i)
the company, to Investor Education and Protection Fund of Regulation 46(2) and paragraphs C and D of Schedule V
(IEPF) is as below: of the SEBI Listing Regulations. The same is attached and
forming part of this Report.
Date of Declaration Dividend for Due Date of
of Dividend the year transfer to IEPF 31. AUDITORS’ REMUNERATION
25 September 2012 2011-12 01 November 2019 The Company has appointed M/s. Walker Chandiok & Co
23 September 2013 2012-13 30 October 2020 LLP, Chartered Accountants (Firm Registration No.001076N/
09 September 2014 2013-14 16 October 2021 N500013) as the Statutory Auditors. The particulars of
28 September 2015 2014-15 05 November 2022 payment to Statutory Auditors’ by the Company during the
financial year 2018-19 are as below:
10 March 2016 2015-16 16 April 2023
(Interim) Particulars Amount
26 September 2017 2016-17 02 November 2024 (` in Lacs)
20 August 2018 2017-18 26 September 2025 Statutory audit (including fees for 36
limited reviews)
Attention is drawn that the Unclaimed Final Dividend for the Other matters -
Financial Year 2011-12 will be due for transfer to IEPF later Out of pocket expenses 1
this year. Communication has been sent by the Company
Total 37
to the concerned shareholders advising them to lodge their
claim with respect to unclaimed Dividend. Once unclaimed ote: Auditor remuneration for the year ended 31 March 2019
N
Dividend is transferred to IEPF, no claims will lie in respect doesn’t includes the remuneration paid by Company to the
thereof with the company. erstwhile auditors.
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Report on Corporate Governance
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Annual Report 2018-19
146
Report on Corporate Governance
To
The Members
M/s. KRBL Limited
5190, Lahori Gate,
Delhi- 110006
We have examined the compliance of the conditions of Corporate Governance by KRBL Limited (‘the Company’) for the year
ended on 31 March 2019, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub regulation (2) of Regulation 46 and
paragraph C and D of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”).
The compliance of the conditions of Corporate Governance is the responsibility of the management of the Company. Our
examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring
compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made
by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the
SEBI Listing Regulations for the year ended on 31 March 2019.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Deepak Kukreja
Place: New Delhi FCS, LL.B, ACIS(UK)
Date: 01 August 2019 Partner
FCS No. 4140, C.P. No. 8265
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Annual Report 2018-19
We, Anil Kumar Mittal, Chairman & Managing Director and Rakesh Mehrotra, Chief Financial Officer, responsible for finance function certify
that:
1. We have reviewed financial statements and the cash flow statement for the year ended on 31 March 2019 and that to the best of our
knowledge and belief:
(a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading.
(b) These statements together present a true and fair view of the listed entity’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended on 31 March
2019 which are fraudulent, illegal or violative of the Company’s code of conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the auditors
and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps
we have taken or propose to take to rectify these deficiencies.
4. The Company’s other certifying officers and we have disclosed, based on our recent evaluation, wherever applicable, to the Company’s
Auditors and through them to the Audit Committee of the Company’s Board of Directors:
i. significant changes in internal control over financial reporting during the year 2018-19.
ii. significant changes in accounting policies during the year 2018-19 and that the same have been disclosed in the notes to the
financial statements; and
iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.
148
Standalone Financials
STANDALONE
FINANCIALS
CONTENTS
Auditor’s Report .........................................................................150
Standalone Balance Sheet ........................................................160
Standalone Statement of Profit and Loss..................................161
Standalone Cash Flow Statement .............................................162
Standalone Statement of Changes in Equity.............................164
Notes forming part of the Financial Statements.......................165
149
Annual Report 2018-19
To the Members of KRBL Limited Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit
Report on the Audit of the Standalone Financial of the Financial Statements section of our report. We are
Statements independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
Opinion of India (‘ICAI’) together with the ethical requirements
1. We have audited the accompanying standalone financial that are relevant to our audit of the financial statements
statements of KRBL Limited (‘the Company’), which comprise under the provisions of the Act and the rules thereunder,
the Balance Sheet as at 31 March 2019, the Statement of and we have fulfilled our other ethical responsibilities
Profit and Loss (including Other Comprehensive Income), the in accordance with these requirements and the Code
Cash Flow Statement and the Statement of Changes in Equity of Ethics. We believe that the audit evidence we have
for the year then ended, and a summary of the significant obtained is sufficient and appropriate to provide a basis
accounting policies and other explanatory information. for our opinion.
2. In our opinion and to the best of our information and Emphasis of Matter
according to the explanations given to us, the aforesaid 4. We draw attention to Note 41 to the standalone financial
financial statements give the information required by the statement, whereby the Company has received an income
Companies Act, 2013 (‘Act’) in the manner so required and tax demand, which is being contested by the Company. Our
give a true and fair view in conformity with the accounting opinion is not modified in respect of this matter.
principles generally accepted in India including Indian
Accounting Standards (‘Ind AS’) specified under section Key Audit Matter
133 of the Act, of the state of affairs (financial position) of 5. Key audit matters are those matters that, in our professional
the Company as at 31 March 2019, and its profit (financial judgment, were of most significance in our audit of the
performance including other comprehensive income), its standalone financial statements of the current period. These
cash flows and the changes in equity for the year ended on matters were addressed in the context of our audit of the
that date. financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
Basis for Opinion matters.
3. We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act.
6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Revenue recognition – Sale of Goods Our audit work included, but was not limited to, the following procedures:
Refer Note 2 in the Summary of significant accounting
• Obtained an understanding of the process of each revenue stream,
policies and other explanatory information
particularly of sale of rice and other food products;
The Company recognised an amount of ` 411,957 lacs • Evaluated the design and implementation and tested the operating
revenue for the year ended 31 March 2019, as disclosed effectiveness of controls over revenue recognition including around
in Note 22 to the standalone financial statements. quantity sold, pricing and accounting of revenue transactions;
• Performed substantive analytical procedures on revenue which
Revenue for the Company majorly comprises of revenue
included ratio analysis, product mix analysis, region wise analysis, etc.;
from sale of manufactured goods (rice) and by products.
150
Standalone Financials
Key audit matter How our audit addressed the key audit matter
The Company has adopted the new revenue accounting • Evaluated the terms and conditions of the contracts, including
standard Ind AS 115, Revenue from Contracts with incoterms, with customers to ensure that the revenue recognition
Customers, from the current year, which required criteria are assessed by the management in accordance with the
management to re-assess the revenue recognition accounting standards;
accounting policy by making key judgements such as
• On a sample basis, tested revenue transactions recorded during the
identification of distinct performance obligations in
year, and revenue transactions recorded in the period before and after
contracts with customers, determination of transaction
year-end with supporting documents, such as invoices, agreements
price including assessment of variable consideration
with customers, proof of deliveries, and subsequent collection of
elements, and selection of appropriate methods to
payment;
allocate the transaction price to the performance
obligations in accordance with the new accounting • Performed other substantive audit procedures including obtaining
standard, which was considered to be a complex debtor confirmations on a sample basis and reconciling revenue
exercise in the current year. recorded during the year with statutory returns;
• Tested manual journal entries for recording revenue, credit notes,
Further, in accordance with Standards on Auditing, there
claims etc., which were material or irregular in nature with supporting
is a presumed fraud risk relating to revenue recognition.
documents and evaluated business rationale thereof;
Accordingly, occurrence and existence of revenue
is a key focus area on account of the multiplicity of • Evaluated disclosures made in the standalone financial statement
Company’s products, multiple channels for sales, for revenue recognition from sale of goods for appropriateness in
various categories of customers and the volume of the accordance with the accounting standards.
sales made to them.
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Key audit matter How our audit addressed the key audit matter
The valuation of finished rice and by product is a • Recounted inventory, on sample basis, to match with inventory records
comprehensive exercise and is carried out manually and results of management conducted count;
considering the determination of:
• Reviewed reconciliation of differences, if any, between management
physical count and inventory records, and tested the necessary adjustment
• Allocable overhead;
made in the inventory records by the management;
• Consideration of net realizable value of by products
• For the inventory lying with the third party, obtained the confirmation
such as husk, bran etc; and
that the management obtained from the third parties and for the
• Consideration of NRV of the different variety of inventory lying at foreign ports (in the course of sale), tested the
finished products subsequent clearance and original bill of lading for the said export.
Accordingly, existence and valuation of the inventory,
Valuation:
which is significant with respect to the total assets held
• Obtained the understanding of management process of inventory
by the Company, is considered to be one of the areas
valuation;
which required significant auditor attention owing to
the complexity and judgements involved in the process • Evaluated design effectiveness of controls over inventory valuation
of physical count and valuation. process and tested key controls for their operating effectiveness;
• Tested inputs into the valuation process from source documents/
general ledger accounts;
• Tested reconciliation of opening inventory, purchase/ production, sales
and year-end inventory to validate the amount of yield during the year
and to identify any abnormal production loss;
• Compared key estimates, including those involved in computation
of overhead absorption, to prior years and enquired reasons for any
significant variations,
• Checked net realisable value of by-products from actual sale proceeds
near/ subsequent to the year-end;
• Tested arithmetical accuracy of valuation calculations; and
• Evaluated appropriateness of disclosure of inventory year-end balance
in the financial statements.
Initial Audit Engagement - Opening Balances Our audit work included, but was not limited to, the following procedures:
• Prepared a detailed transition plan, including ensuring compliance with
We have been appointed as the statutory auditors of independence requirements, prior to the start of the audit;
Company for year ended 31 March 2019.
• Inspected management’s process and control documentation to assist
us in obtaining and understanding of the Company’s financial reporting
Standard on Auditing 510, Initial Audit Engagements
and business processes, including control environment;
– Opening Balances, in conducting an initial audit
engagement, several considerations are involved which • Obtained and read management reports, policies, instructions as
are generally not associated with recurring audits. well as planning and governing documents, minutes of the board of
The audit transition, including the audit of the opening directors, audit committee and other committees of the board, internal
balances requires additional planning activities and audit reports;
considerations necessary to establish an appropriate
audit plan and strategy. This includes:
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Standalone Financials
Key audit matter How our audit addressed the key audit matter
• Gaining an initial understanding of the Company and • Held discussions with the management at various levels of the Company
its business including its control environment and and heads of the Business and Finance functions, to understand their
information systems, sufficient to make an audit roles in the business and company’s financial reporting process;
assessment and develop the audit strategy and plan.
• Obtained an understanding of and evaluated appropriateness and
• Obtaining sufficient appropriate audit evidence consistency of the accounting policies used in the preparation of the
regarding the opening balances including the financial statements of the Company for the financial year ended 31
selection and application of accounting policies. March 2018, particularly in respect of inventory, property, plant and
equipment, trade receivables, etc;
• Communicating with the predecessor auditors, as
required and permitted under applicable professional • Read previous year financial statements to identify material opening
regulations. balances. Obtained underlying accounting schedules prepared by the
management and scanned for unusual items.
The aforesaid activities required involvement of • Traced the account balances from the trial balance for the previous
considerable audit efforts, and accordingly, audit of the financial year to the audited financial statements, and traced the
opening balances was identified as a key audit matter balance sheet account balances to the opening trial balance of the
for the current year audit. current year.
• On a sample basis, tested the opening balances for financial line items
including property, plant and equipment, bank balances, borrowings,
share capital, and other current assets and liabilities, as considered
necessary.
Information other than the Financial Statements and Auditor’s Responsibilities of Management and Those Charged with
Report thereon Governance for the Standalone Financial Statements
7. The Company’s Board of Directors is responsible for the 8. The Company’s Board of Directors is responsible for the
other information. The other information comprises the matters stated in section 134(5) of the Act with respect to
information included in the Annual Report, but does not the preparation of these standalone financial statements
include the financial statements and our auditor’s report that give a true and fair view of the state of affairs (financial
thereon. The Annual Report is expected to be made available position), profit or loss (financial performance including
to us after the date of this auditor’s report. other comprehensive income), changes in equity and cash
flows of the Company in accordance with the accounting
Our opinion on the financial statements does not cover principles generally accepted in India, including the Ind AS
the other information and we will not express any form of specified under section 133 of the Act. This responsibility
assurance conclusion thereon. also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
In connection with our audit of the financial statements, for safeguarding of the assets of the Company and for
our responsibility is to read the other information identified preventing and detecting frauds and other irregularities;
above when it becomes available and, in doing so, consider selection and application of appropriate accounting
whether the other information is materially inconsistent with policies; making judgments and estimates that are
the financial statements or our knowledge obtained in the reasonable and prudent; and design, implementation and
audit or otherwise appears to be materially misstated. maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
When we read the Annual Report, if we conclude that there completeness of the accounting records, relevant to the
is a material misstatement therein, we are required to preparation and presentation of the financial statements
communicate the matter to those charged with governance. that give a true and fair view and are free from material
We have nothing to report in this regard. misstatement, whether due to fraud or error.
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Annual Report 2018-19
9. In preparing the financial statements, management is exists related to events or conditions that may cast
responsible for assessing the Company’s ability to continue significant doubt on the Company’s ability to continue as
as a going concern, disclosing, as applicable, matters related a going concern. If we conclude that a material uncertainty
to going concern and using the going concern basis of exists, we are required to draw attention in our auditor’s
accounting unless management either intends to liquidate report to the related disclosures in the financial statements
the Company or to cease operations, or has no realistic or, if such disclosures are inadequate, to modify our
alternative but to do so. opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However,
10. Those Board of Directors are also responsible for overseeing future events or conditions may cause the Company to
the Company’s financial reporting process. cease to continue as a going concern.
• Evaluate the overall presentation, structure and content
Auditor’s Responsibilities for the Audit of the Financial
of the financial statements, including the disclosures, and
Statements
whether the financial statements represent the underlying
11. Our objectives are to obtain reasonable assurance about
transactions and events in a manner that achieves fair
whether the financial statements as a whole are free from
presentation.
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
13.
We communicate with those charged with governance
assurance is a high level of assurance, but is not a guarantee
regarding, among other matters, the planned scope and
that an audit conducted in accordance with Standards on
timing of the audit and significant audit findings, including
Auditing will always detect a material misstatement when it
any significant deficiencies in internal control that we identify
exists. Misstatements can arise from fraud or error and are
during our audit.
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of
14.
We also provide those charged with governance with a
users taken on the basis of these financial statements.
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
12. As part of an audit in accordance with Standards on Auditing,
with them all relationships and other matters that may
we exercise professional judgment and maintain professional
reasonably be thought to bear on our independence, and
skepticism throughout the audit. We also:
where applicable, related safeguards.
• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud or error,
15.
From the matters communicated with those charged with
design and perform audit procedures responsive to those
governance, we determine those matters that were of most
risks, and obtain audit evidence that is sufficient and
significance in the audit of the financial statements of the
appropriate to provide a basis for our opinion. The risk
current period and are therefore the key audit matters. We
of not detecting a material misstatement resulting from
describe these matters in our auditor’s report unless law or
fraud is higher than for one resulting from error, as fraud
regulation precludes public disclosure about the matter or when,
may involve collusion, forgery, intentional omissions,
in extremely rare circumstances, we determine that a matter
misrepresentations, or the override of internal control.
should not be communicated in our report because the adverse
• Obtain an understanding of internal control relevant to the consequences of doing so would reasonably be expected to
audit in order to design audit procedures that are appropriate outweigh the public interest benefits of such communication.
in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether Other Matter
the company has adequate internal financial controls system 16. The financial statements of the Company for the year ended
in place and the operating effectiveness of such controls. 31 March 18 were audited by the predecessor auditor, S S A Y
and Associates, Chartered Accountants, who have expressed
• Evaluate the appropriateness of accounting policies used
an unmodified opinion on those financial statements vide
and the reasonableness of accounting estimates and
their audit report dated 10 May 2018.
related disclosures made by management.
• Conclude on the appropriateness of management’s use of Report on Other Legal and Regulatory Requirements
the going concern basis of accounting and, based on the 17. As required by section 197(16) of the Act, we report that
audit evidence obtained, whether a material uncertainty the Company has paid remuneration to its directors during
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Standalone Financials
the year in accordance with the provisions of and limits laid g) with respect to the other matters to be included in
down under section 197 read with Schedule V to the Act. the Auditor’s Report in accordance with rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as amended),
18. As required by the Companies (Auditor’s Report) Order, 2016 in our opinion and to the best of our information and
(‘the Order’) issued by the Central Government of India in according to the explanations given to us:
terms of section 143(11) of the Act, we give in the Annexure
A a statement on the matters specified in paragraphs 3 and 4 i. the Company, as detailed in Note 41 to the standalone
of the Order. financial statements, has disclosed the impact of
pending litigations on its financial position as at
19. Further to our comments in Annexure A, as required by 31 March 2019;
section 143(3) of the Act, we report that:
a) we have sought and obtained all the information and ii. the Company did not have any long-term contracts
explanations which to the best of our knowledge and including derivative contracts for which there were any
belief were necessary for the purpose of our audit; material foreseeable losses as at 31 March 2019;
b) in our opinion, proper books of account as required by law iii. there has been no delay in transferring amounts,
have been kept by the Company so far as it appears from required to be transferred, to the Investor Education
our examination of those books; and Protection Fund by the Company during the year
ended 31 March 2019; and
c) the standalone financial statements dealt with by this
report are in agreement with the books of account; iv. the disclosure requirements relating to holdings as well
as dealings in specified bank notes were applicable for
d) in our opinion, the aforesaid standalone financial the period from 8 November 2016 to 30 December 2016,
statements comply with Ind AS specified under section which are not relevant to these standalone financial
133 of the Act; statements. Hence, reporting under this clause is not
applicable.
e) on the basis of the written representations received from
the directors and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2019 For Walker Chandiok & Co LLP
from being appointed as a director in terms of section Chartered Accountants
164(2) of the Act; Firm’s Registration No.: 001076N/N500013
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Standalone Financials
(viii) The Company has not defaulted in repayment of loans or applicable, and the requisite details have been disclosed in the
borrowings to any bank or financial institution during the financial statements etc., as required by the applicable Ind AS.
year. The Company has no loans or borrowings payable to
government and did not have any outstanding debentures (xiv) During the year, the Company has not made any preferential
during the year. allotment or private placement of shares or fully or partly
convertible debentures.
(ix) In our opinion, the Company has applied moneys raised
by way of the term loans for the purposes for which these (xv) In our opinion, the Company has not entered into any non-
were raised. The Company did not raise moneys by way cash transactions with the directors or persons connected
of initial public offer or further public offer (including debt with them covered under Section 192 of the Act.
instruments).
(xvi) The Company is not required to be registered under Section
(x) No fraud by the Company or on the Company by its officers 45-IA of the Reserve Bank of India Act, 1934.
or employees has been noticed or reported during the period
covered by our audit.
For Walker Chandiok & Co LLP
(xi) Managerial remuneration has been paid by the Company in Chartered Accountants
accordance with the requisite approvals mandated by the Firm’s Registration No.: 001076N/N500013
provisions of Section 197 of the Act read with Schedule V to
the Act.
Rohit Arora
(xii) In our opinion, the Company is not a Nidhi Company. Accord- Partner
ingly, provisions of clause 3(xii) of the Order are not applicable. Membership No.: 504774
(xiii) In our opinion all transactions with the related parties are Place: Noida
in compliance with Sections 177 and 188 of Act, where Date: 15 May 2019
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Annual Report 2018-19
158
Standalone Financials
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Annual Report 2018-19
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
160
Standalone Financials
The accompanying notes form an integral part of these standalone financials statements 1 - 48
This is the Standalone Statement of Profit and Loss referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
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Annual Report 2018-19
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Standalone Financials
Notes
1. Net of movement in capital work-in-progress and capital advances.
2. The above cash flow statement has been prepared under the ‘indirect method’ as set out in Ind AS 7, ‘Statement of cash flows’.
This is the Standalone Cash Flow Statement referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
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Annual Report 2018-19
This is the Standalone Statement of Changes in Equity referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
164
Standalone Financials
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Annual Report 2018-19
In respect of major projects involving construction, only when it is probable that future economic
related preoperational expenses form part of the benefits associated with the expenditure will
value of assets capitalized. Expenses capitalized flow to the Company and the cost of the item
also include applicable borrowing costs. can be measured reliably. All other repairs and
maintenance costs are expensed when incurred.
Property, plant and equipment which are not ready When part of an investment property is replaced,
for intended use as on the date of Balance Sheet the carrying amount of the replaced part is
are disclosed as “Capital work-in-progress”. derecognized.
Depreciation Depreciation
Depreciation on property, plant and equipment has Investment properties are depreciated using
been provided on straight line method, in terms of the straight-line method over the useful lives as
useful life of the assets as prescribed in Schedule mentioned in Part C of Schedule II of the Act.
II to the Companies Act, 2013. Depreciation on
additions (disposals) is provided on a pro-rata Reclassification to/from investment property
basis i.e. from (up to) the date on which the asset When the use of a property changes from owner-
is capitalised/ disposed off. occupied to investment property, the property is
reclassified as investment property at its carrying
Depreciation method and useful lives are reviewed cost (including accumulated depreciation) on the
annually. If the useful life of an asset is estimated date of reclassification and vice-a-versa.
to be significantly different from previous
estimates, the depreciation period is changed d. Intangible assets
accordingly. If there has been a significant change Recognition and measurement
in the expected pattern of economic benefits from Intangible assets acquired separately are
the asset, the depreciation method is changed to measured on initial recognition at cost. Following
reflect the changed pattern. initial recognition, intangible assets are carried
at cost less accumulated amortization and
De-recognition accumulated impairment loss, if any.
The carrying amount of an item of property, plant
and equipment is derecognized on disposal or Amortisation
when no future economic benefits are expected Computer software, patent, trademark and design
from its use or disposal. The gain or loss arising and goodwill are recognized as intangible assets
from the de recognition of an item of property, and amortized on straight line method over a
plant and equipment is measured as the difference period of 10 years except one software which is
between the net disposal proceeds and the depreciated in 6 years on straight line method
carrying amount of the item and is recognized in based upon life of servers where it is installed.
the statement of profit and loss when the item is
derecognized. De-recognition
The carrying amount of an intangible asset is
c. Investment property derecognized on disposal or when no future
Recognition and measurement economic benefits are expected from its use or
Property held to earn rentals or / and for disposal. The gain or loss arising from the de
capital appreciation or both but not for sale recognition of an intangible asset is measured as
in the ordinary course of business, or for the difference between the net disposal proceeds
use in the production or supply of goods and the carrying amount of the intangible asset
or services or for administrative purposes, and is recognized in the statement of profit and
are categorized as investment property. loss when the asset is derecognized.
Investment property is measured at its cost,
including related transaction costs and where e. Investment in subsidiaries
applicable borrowing costs less depreciation Investment in equity instruments of subsidiaries
and impairment, if any. Subsequent expenditure are measured at cost as per Ind AS 27 ‘Separate
is capitalized to the asset’s carrying amount Financial Statements’.
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Standalone Financials
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Annual Report 2018-19
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Standalone Financials
are solely payments of principal and interest and other payables, loans and borrowings
on the principal amount outstanding. including bank overdrafts, and derivative
financial instruments.
Financial assets at fair value through other
comprehensive income Subsequent measurement
A financial asset is subsequently measured The measurement of financial liabilities
at fair value through other comprehensive depends on their classification, as described
income if it is held within a business below:
model whose objective is achieved by both
collecting contractual cash flows and selling Financial liabilities at amortised cost
financial assets and the contractual terms After initial recognition, interest-bearing
of the financial asset give rise on specified loans and borrowings are subsequently
dates to cash flows that are solely payments measured at amortised cost using the
of principal and interest on the principal Effective Interest Rate (EIR) method. Gains
amount outstanding. and losses are recognised in profit or loss
when the liabilities are de recognised as well
Financial assets at fair value through profit or as through the EIR amortisation process.
loss
A financial asset which is not classified in any Amortised cost is calculated by taking
of the above categories are subsequently fair into account any discount or premium on
valued through profit or loss. acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation
De-recognition is included as finance costs in the statement
A financial asset is primarily de recognised of profit and loss.
when the rights to receive cash flows from
the asset have expired or the Company has Financial liabilities at fair value through profit
transferred its rights to receive cash flows or loss
from the asset. Financial liabilities at fair value through profit
or loss include financial liabilities held for
Impairment of financial assets trading and financial liabilities designated
The Company assesses impairment based upon initial recognition as at fair value
on expected credit losses (ECL) model for through profit or loss. Financial liabilities
measurement and recognition of impairment are classified as held for trading if they are
loss, the calculation of which is based on incurred for the purpose of repurchasing in
historical data, on the financial assets that the near term. This category also includes
are trade receivables or contract revenue derivative financial instruments entered into
receivables. by the Company that are not designated as
hedging instruments in hedge relationships
b) Financial liabilities as defined by Ind AS 109. Separated
Classification embedded derivatives are also classified as
The Company classifies all financial liabilities held for trading unless they are designated
as subsequently measured at amortised as effective hedging instruments. Gains
cost, except for financial liabilities at fair or losses on liabilities held for trading are
value through profit or loss. Such liabilities, recognised in the statement of profit and
including derivatives that are liabilities, shall loss.
be subsequently measured at fair value.
De-recognition
Initial recognition and measurement A financial liability is derecognised when the
All financial liabilities are recognised obligation under the liability is discharged or
initially at fair value and, in the case of cancelled or expires. When an existing financial
loans and borrowings and payables, net of liability is replaced by another from the same
directly attributable transaction costs. The lender on substantially different terms, or the
Company’s financial liabilities include trade terms of an existing liability are substantially
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Annual Report 2018-19
modified, such an exchange or modification For assets and liabilities that are recognised
is treated as the derecognition of the original in the balance sheet on a recurring basis, the
liability and the recognition of a new liability. The Company determines whether transfers have
difference in the respective carrying amounts is occurred between levels in the hierarchy by
recognised in the statement of profit and loss. re-assessing categorization (based on the
lowest level input that is significant to the fair
c) Offsetting of financial instruments
value measurement as a whole) at the end of
Financial assets and financial liabilities each reporting period.
are offset and the net amount is reported
in the balance sheet if there is a currently For the purpose of fair value disclosures, the
enforceable legal right to offset the Company has determined classes of assets
recognised amounts and there is an intention and liabilities on the basis of the nature,
to settle on a net basis, to realize the assets characteristics and risks of the asset or
and settle the liabilities simultaneously. liability and the level of the fair value hierarchy
as explained above.
d) Derivative financial instruments
The Company uses derivative financial k. Leases
instruments, such as forward currency Company as a lessee
contracts, interest rate swaps and full currency The determination of whether an arrangement is
swaps, to hedge its foreign currency risks and (or contains) a lease is based on the substance
interest rate risks, respectively. Such derivative of the arrangement at the inception of the
financial instruments are initially recognised transaction. The arrangement is, or contains, a
at fair value on the date on which a derivative lease if fulfilment of the arrangement is dependent
contract is entered into and are subsequently on the use of a specific asset or assets and the
remeasured at fair value. Derivatives are arrangement conveys a right to use the asset or
carried as financial assets when the fair value assets, even if that right is not explicitly specified
is positive and as financial liabilities when the
in an arrangement.
fair value is negative.
A lease is classified at the inception date as a
Any gains or losses arising from changes in
finance lease or an operating lease. A lease that
the fair value of derivatives are taken directly
transfers substantially all the risks and rewards
to statement of profit and loss.
incidental to ownership to the Company is
classified as a finance lease.
e) Fair value measurement
The Company measures financial instruments
Operating lease payments are recognised as an
such as derivatives and certain investments,
expense in the statement of profit and loss on a
at fair value at each balance sheet date.
straight-line basis over the lease term however,
rent expenses shall not be straight-lined, if
All assets and liabilities for which fair value
escalation in rentals is in line with expected
is measured or disclosed in the financial
inflationary cost.
statements are categorized within the fair
value hierarchy, described as follows, based
Company as a lessor
on the lowest level input that is significant to
Lease income from operating leases where the
the fair value measurement as a whole:
Company is a lessor is recognised in income on
• Level 1: Quoted (unadjusted) market
a straight-line basis over the lease term except
prices in active markets for identical
assets or liabilities. where scheduled increase in rent compensate the
• Level 2: Valuation techniques for which lessor for expected inflationary costs.
the lowest level input that is significant to
the fair value measurement is directly or l. Foreign currency transactions
indirectly observable. Initial recognition
• Level 3: Valuation techniques for which the On initial recognition, transactions in foreign
lowest level input that is significant to the currencies entered into by the Company are recorded
fair value measurement is unobservable. in the functional currency (i.e. Indian Rupees), by
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Standalone Financials
applying to the foreign currency amount, the spot of assets and liabilities and their carrying amounts
exchange rate between the functional currency and for financial reporting purposes at the reporting
the foreign currency at the date of the transaction. date.
Exchange differences arising on foreign exchange
transactions settled during the year are recognised
Deferred tax assets are recognised for all
in the statement of profit and loss. deductible temporary differences, the carry
forward of unused tax credits and any unused tax
Measurement of foreign currency items at losses. Deferred tax assets are recognised to the
reporting date extent that it is probable that taxable profit will be
Foreign currency monetary items of the Company available against which the deductible temporary
are translated at the closing exchange rates. Non- differences, and the carry forward of unused tax
monetary items that are measured at historical credits and unused tax losses can be utilised.
cost in a foreign currency, are translated using
the exchange rate at the date of the transaction. Deferred tax assets and liabilities are measured
Non-monetary items that are measured at fair at the tax rates that are expected to apply to the
value in a foreign currency, are translated using period when the asset is realized or the liability
the exchange rates at the date when the fair value is settled, based on tax rates (and tax laws) that
is measured. Exchange differences arising out of have been enacted or substantively enacted at
these translations are recognised in the statement the balance sheet date. Tax relating to items
of profit and loss. recognized directly in equity/other comprehensive
income is recognised in respective head and not in
m. Income tax the statement of profit & loss.
Tax expense is the aggregate amount included in
the determination of profit or loss for the period in The carrying amount of deferred tax assets
respect of current tax and deferred tax. is reviewed at each balance sheet date and is
adjusted to the extent that it is no longer probable
Current tax that sufficient taxable profit will be available to
Current tax is measured at the amount expected allow all or part of the asset to be recovered.
to be paid/ recovered to/from the taxation
authorities. The tax rates and tax laws used to Deferred tax assets and deferred tax liabilities are
compute the amount are those that are enacted or offset if a legally enforceable right exists to set off
substantively enacted, at the reporting date. current tax assets against current tax liabilities
and the deferred taxes relate to the same taxable
Current income tax relating to items recognised entity and the same taxation authority.
directly in equity/other comprehensive income
is recognised under the respective head and not Minimum alternate tax (‘MAT’) credit entitlement
in the statement of profit and loss. Management is recognised as an asset only when and to the
periodically evaluates positions taken in the extent there is convincing evidence that normal
tax returns with respect to situations in which income tax will be paid during the specified period.
applicable tax regulations are subject to In the year in which MAT credit becomes eligible
interpretation and establishes provisions where to be recognised as an asset, the said asset is
appropriate. created by way of a credit to the statement of profit
and loss and shown as MAT credit entitlement.
Current tax assets are offset against current This is reviewed at each balance sheet date and
tax liabilities if, and only if, a legally enforceable writes down the carrying amount of MAT credit
right exists to set off the recognised amounts entitlement to the extent it is not reasonably
and there is an intention either to settle on a net certain that normal income tax will be paid during
basis, or to realise the asset and settle the liability the specified period.
simultaneously.
n.
Provision, contingent assets and contingent
Deferred tax liability
Deferred tax is provided using the liability method The Company creates a provision when there is
on temporary differences between the tax bases a present obligation as a result of past event that
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Annual Report 2018-19
probably requires an outflow of resources and make decisions about resources to be allocated to
a reliable estimate can be made of the amount the segment and assess its performance and for
of obligation can be made at the reporting date. which discrete financial information is available.
These estimates are reviewed at each reporting
date and adjusted to reflect the current best Allocation of common costs
estimates. Common allocable costs are allocated to each
segment accordingly to the relative contribution of
A disclosure of contingent liability is made each segment to the total common costs.
when there is a possible obligation or a present
obligation that will probably not require outflow Unallocated items
of resources or where a reliable estimate of the Revenues and expenses, which relate to the
obligation cannot be made. Company as a whole and are not allocable
to segments on a reasonable basis, have
Contingent assets are neither recognized nor been included under “Unallocated corporate
disclosed. expenses”. Assets and liabilities, which relate to
the Company as a whole and are not allocable
o. Government grants to segments on reasonable basis, are shown
Grants from the government are recognised when as unallocated corporate assets and liabilities
there is reasonable assurance that the grant will respectively.
be received and the Company will comply with
all attached conditions. Grant received from Segment accounting policies
government towards fixed assets acquired/ The Company prepares its segment information
constructed by the Company is deducted out of in conformity with the accounting policies
gross value of the asset acquired/ constructed adopted for preparing and presenting the financial
and depreciation is charged accordingly. statements of the Company as a whole.
172
Standalone Financials
t. Dividend to share holders discount rate, future salary increases, mortality rates
Dividend to equity shareholders is recognised as a and future pension increases. Due to the complexities
liability and deducted from shareholders’ equity, in involved in the valuation and its long-term nature, a
the period in which the dividends are approved by defined benefit obligation is highly sensitive to changes
the equity shareholders in the general meeting. in these assumptions. All assumptions are reviewed at
each reporting date.
(v) Significant management judgements in applying
accounting policies and estimation uncertainty Fair value measurements
When the fair values of financial assets and financial
The preparation of the Company’s financial statements
liabilities recorded in the balance sheet cannot be
requires management to make judgements, estimates
measured based on quoted prices in active markets,
and assumptions that affect the reported amounts of
their fair value is measured using valuation techniques
revenues, expenses, assets and liabilities including
including the DCF model. The inputs to these models
contingent liability and the related disclosures.
are taken from observable markets where possible,
but where this is not feasible, a degree of judgment
Significant judgements
is required in establishing fair values. Judgements
include considerations of inputs such as liquidity risk,
Recognition of deferred tax assets
credit risk and volatility. Changes in assumptions about
The extent to which deferred tax assets can be
these factors could affect the reported fair value of
recognized is based on an assessment of the probability
financial instruments.
of the Company’s future taxable income against which
the deferred tax assets can be utilized.
Inventories
Management estimates the net realisable values of
Evaluation of indicators for impairment of assets
inventories, taking into account the most reliable
The evaluation of applicability of indicators of
evidence available at each reporting date. The future
impairment of assets requires assessment of several
realisation of these inventories may be affected by
external and internal factors which could result in
future market-driven changes that may reduce future
deterioration of recoverable amount of the assets
selling prices.
Provisions
(vi) Recent accounting pronouncements
At each balance sheet date basis the management
judgment, changes in facts and legal aspects, the Ind AS 116 – Leases
Company assesses the requirement of provisions On 30 March 2019, Ministry of Corporate Affairs
against the outstanding contingent liabilities. However, (‘MCA’) has clarified that Ind AS 116 is effective for
the actual future outcome may be different from this annual periods beginning on or after 1 April 2019 and
judgement. it replaces Ind AS 17 Leases, including appendices
thereto. Ind AS 116 sets out the principles for the
Significant estimates recognition, measurement, presentation and disclosure
of leases and requires lessees to account for all leases
Useful lives of depreciable/amortisable assets under a single on-balance sheet model similar to the
Management reviews its estimate of the useful lives accounting for finance leases under Ind AS 17. The
of depreciable/amortisable assets at each reporting standard includes two recognition exemptions for
date, based on the expected utility of the assets. lessees - leases of ‘low-value’ assets and short-term
Uncertainties in these estimates relate to technical leases (i.e., leases with a lease term of 12 months or
and economic obsolescence that may change the less). At the commencement date of a lease, a lessee
utilisation of assets. will recognise a liability to make lease payments (i.e.,
the lease liability) and an asset representing the right
Defined benefit obligation (DBO) to use the underlying asset during the lease term (i.e.,
The cost of the defined benefit plan and other post- the right-of-use asset). Lessees will be required to
employment benefits and the present value of such separately recognise the interest expense on the lease
obligation are determined using actuarial valuations. liability and the depreciation expense on the right-of-
An actuarial valuation involves making various use asset. The Company is evaluating the requirements
assumptions that may differ from actual developments of the amendment and its effect on the financial
in the future. These include the determination of the statements.
173
Annual Report 2018-19
Amendment to Ind AS 12, Income taxes to re-measure the net defined benefit liability (asset).
On 30 March 2019, Ministry of Corporate Affairs The effective date of amendment is 1 April 2019.
(“MCA”) has notified Appendix C to Ind-AS 12 Income The Company is evaluating the requirements of the
taxes – “Uncertainty over Income Tax Treatments”. amendments and its effect on the financial statements.
The amendment to Ind AS 12 requires the entities to
consider recognition and measurement requirements Amendment to Ind AS 23, Borrowing costs
when there is uncertainty over income tax treatments. On 30 March 2019, Ministry of Corporate Affairs
In such a circumstance, an entity shall recognise and (“MCA”) issued an amendment to Ind-AS 23 “Borrowing
measure its current or deferred tax asset or liability Costs” clarifies that if any specific borrowing remains
accordingly. The effective date of amendment is 1 outstanding after the related asset is ready for its
April 2019. Further, there has been amendments in intended use or sale, that borrowing becomes part of the
relevant paragraphs in Ind-AS 12 “Income Taxes” funds that an entity borrows generally when calculating
which clarifies that an entity shall recognize the income the capitalization rate on general borrowings. This
tax consequences of dividends in profit or loss, other amendment is effective for annual periods beginning
comprehensive income or equity according to where on or after 1 April 2019. The Company is evaluating the
the entity originally recognized those past transactions requirements of the amendments and their impact on
or events in accordance with Ind-AS 109. The Company the financial statements.
is evaluating the requirements of the amendments and
its effect on the financial statements. Amendment to Ind AS 109, Financial instruments
On 30 March 2019, Ministry of Corporate Affairs
Amendment to Ind AS 19, Employee benefits (“MCA”) issued an amendment to Ind-AS 109 in respect
On 30 March 2019, Ministry of Corporate Affairs (“MCA”) of prepayment features with negative compensation,
has issued an amendment to Ind AS 19 which requires which amends the existing requirements in Ind-AS
the entities to determine current service cost using 109 regarding termination rights in order to allow
actuarial assumptions and net interest using discount measurement at amortized cost (or, depending
rate determined at the start of the annual reporting on the business model, at fair value through other
period. However, if an entity re-measures the net comprehensive income) even in the case of negative
defined benefit liability (asset) as per the requirement compensation payments. This amendment is effective
of the standard, it shall determine current service for annual periods beginning on or after 1 April 2019.
cost and net interest for the remainder of the annual The Company is evaluating the requirements of
reporting period after the plan amendment, curtailment the amendments and their impact on the financial
or settlement using the actuarial assumptions used statements.
174
Standalone Financials
Notes:
A Contractual obligations
Refer note 41C for disclosure of contractual commitments for the acquisition of property, plant and equipment.
B Property, plant and equipment pledged as security
Refer note 15 and 18 for information on property, plant and equipment pledged as security by the Company.
C Refer note 3(c), for the amount of gross carrying amount and accumulated depreciation transferred to ‘building’ from
‘investment property’. The depreciation for the period for which building has been utilised as warehouse in the current
year is ` 9 lacs.
D Out of the total land parcels amounting to ` 6,276 lacs as mentioned in above note, 52 land parcels amounting to ` 761
lacs are registered in the name of Mr Anil Kumar Mittal, Mr Arun Kumar Gupta and Mr Anoop Kumar Gupta (“KMPs”) and
their relative namely, Mr Ashish Mittal, though the payment had been made by the Company. The Company has physical
possession of such land parcels vide Memorandum of Understandings (MOUs) entered into by the Company with each
of the above KMPs and their relative. Subsequent to 31 March 2019, the Company has executed the General Power of
Attorney (pending registration), will and other documents with the KMPs and their relative in favour of the Company.
E Buildings amounting to ` 153 lacs are pending registration in the name of the Company.
F Capital work-in-progress mainly comprise of plant and machinery which are under installation at the premises of the
Company.
G Rounded off to zero
175
Annual Report 2018-19
3c Investment property
Particulars As at As at
31 March 2019 31 March 2018
Gross carrying amount
Opening gross carrying amount 520 520
Additions - -
Transfer (refer note A below) (520) -
Balance at the end of the year - 520
Accumulated depreciation
Opening accumulated depreciation 110 92
Additions 9 18
Transfer (refer note A below) (119) -
Balance at the end of the year - 110
Net carrying at the end of the year - 411
176
Standalone Financials
The valuation is based on valuations performed by an accredited independent valuer. Fair valuation is base on replacement cost
method. The fair valuation measurement is categorised in level 2 fair value hierarchy.
4 Investments
A. Non-current
Particulars As at As at
31 March 2019 31 March 2018
Unquoted equity instruments - at cost, fully paid-up
Investment in subsidiaries
KRBL DMCC 217 217
[1,800 equity shares of AED 1,000 each, (31 March 2018 - 1,800 equity shares)]
K B Exports Private Limited 210 210
[2,100,000 equity shares of ` 10 each, (31 March 2018 - 2,100,000 equity shares)]
427 427
177
Annual Report 2018-19
5 Loans
A. Non-current
Particulars As at As at
31 March 2019 31 March 2018
(Unsecured, considered good unless otherwise stated)
Security deposits1 309 289
Loan to employees 7 -
316 289
Notes
1. Deposit given to the Company in which director of Company is a director or a 223 201
member: KRBL Infrastructure Limited
B. Current
Particulars As at As at
31 March 2019 31 March 2018
(Unsecured- considered good unless otherwise stated)
Loan to employees 35 25
35 25
No loans are due from firms or private companies in which any director is partner,
director or a member.
178
Standalone Financials
B. Current
Particulars As at As at
31 March 2019 31 March 2018
(Unsecured- considered good unless otherwise stated)
Income receivable 1,016 1,348
Derivative instrument - 2
1,016 1,350
8 Inventories
Particulars As at As at
31 March 2019 31 March 2018
Raw materials 1,33,799 95,536
Packing material and consumables 7,041 6,916
Finished goods1 1,69,599 1,40,808
Stock-in-trade 793 1,413
Stores and Spares 1,653 1,488
3,12,885 2,46,161
Notes:
1. Includes goods in transit of ` 8,417 lacs (31 March 2018 ` 9,424 lacs).
2. Refer note 24, 25 and 26 for consumption of inventory recorded by the Company during the year.
3. T
he Company has recorded few class of finished goods at the net realisable value (NRV), as their realisable value is lower
than the cost of production. The total NRV adjustments made in the value of such products ` 5,341 lacs (31 March 2018:
` 2,362 lacs). This was recognized as an expense during the year and included in ‘changes in inventories of finished goods
and stock-in-trade’ in the Statement of Profit and Loss.
179
Annual Report 2018-19
Notes:
Debt due from directors/firm in which the directors are interested is ` nil (31 March 2018 ` 2 lacs).
180
Standalone Financials
a) Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Particulars As at 31 March 2019 As at 31 March 2018
No. of shares Amount No. of shares Amount
Equity shares at the beginning of the year 23,53,89,892 2,354 23,53,89,892 2,354
Changes during the year - - - -
Equity shares at the end of the year 23,53,89,892 2,354 23,53,89,892 2,354
The board of directors of the Company in their meeting held on 15 May 2019 had recommended a final dividend @ 250 % i.e.
`2.50 per equity share of face value of ` 1/- each for the year ended 31 March 2019 (31 March 2018 - ` 2.30 per share). The
same shall be paid subject to the approval of shareholders in the ensuing annual general meeting of the Company.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.
181
Annual Report 2018-19
No bonus shares were issued by the Company during the last five years immediately preceding the reporting date.
14 Other equity
Particulars As at As at
31 March 2019 31 March 2018
(i) Retained earnings 2,15,527 1,78,712
(ii) General reserve 44,050 37,050
(iii)
Securities Premium 9,655 9,655
(iv) Capital reserve 82 82
(v) Capital redemption reserve 77 77
2,69,391 2,25,576
15 Borrowings
Particulars As at As at
31 March 2019 31 March 2018
Non-current
Secured term loan from banks (refer note below)
Rupee loans 4,668 6,750
Foreign currency loans - 1,361
4,668 8,111
Less: Current maturities of non-current borrowings (refer note 20) 1,344 2,916
3,324 5,195
182
Standalone Financials
First pari-passu charge on all movable and immovable properties of the Company and second pari-passu charge on all current
assets including but not limited to stock of raw materials, semi-finished and finished goods, consumable stores and spares,
bills receivables and book debts and all other movable of whatsoever nature and where ever arising, both present and future of
the Company.
Particulars As at As at
31 March 2019 31 March 2018
a.
Rupee term loan from State Bank of India of ` 9,400 lacs, interest to be paid on 4,668 6,024
monthly basis at prevailing MCLR +0.25% per annum (31 March 2018 - prevailing
MCLR +0.25% per annum) and Repayable in 28 quarterly instalments of ` 336 lacs
each, starting from December 2015 .
b.
Rupee term loan from Kotak Mahindra Bank Limited of ` 763 lacs, interest to be paid - 599
on monthly basis @ 6 months MCLR + 0.95% per annum and was repayable in 8
quarterly instalments of ` 95.27 lacs each, starting from June 2017. The Company
has repaid the entire loan during the year.
c.
Foreign currency term loan from ICICI Bank Limited of USD 125.1 lacs equivalent - 1,361
of ` 7,747 lacs interest to be paid on monthly basis at 6 months MCLR + 1.20% per
annum and was repayable in 20 equal quarterly instalments from December 2013
onwards. The Company has repaid the entire loan during the year.
d.
Rupee term loan from ICICI Bank Limited of ` 400 lacs interest to be paid on - 127
monthly basis at 6 months MCLR + 1.20% per annum and was repayable in 20 equal
quarterly instalment of ` 29.06 lacs starting from December 2013. The Company
has repaid the entire loan during the year.
4,668 8,111
16 Provisions
Particulars As at As at
31 March 2019 31 March 2018
A. Non-current provision for employee benefits
Provision for compensated absences (refer note 34) 565 512
565 512
183
Annual Report 2018-19
Note:
Refer note 33B for the movement in deferred tax
18 Borrowings
Particulars As at As at
31 March 2019 31 March 2018
Current
Secured
Working capital facilities from bank
- Rupee loan (refer note (i) and (ii) below) 91,435 25,587
- Foreign loan (refer note (iii) below) 22,572 70,957
1,14,007 96,544
Unsecured
Loan from bank (refer note (iv) below) 20,000 15,000
Loans from related parties (refer note (v) below) 4,144 4,870
24,144 19,870
1,38,151 1,16,414
First pari-passu charge on entire current assets including but not limited to stock of raw materials, semi-finished and finished
goods, consumable stores and spares, bills receivables and book debts and all other movable of whatsoever nature and where
ever arising, both present and future of the Company and second pari-passu charge on entire movable and immovable properties
of the Company.
Further, Mr Anil Kumar Mittal, Mr Arun Kumar Gupta, Mr Anoop Kumar Gupta and Mr. Ashish Mittal (to the extent of the properties
mortgaged by him) has given their personal guarantees in favour of working capital lenders.
184
Standalone Financials
19 Trade payables
Particulars As at As at
31 March 2019 31 March 2018
Total outstanding due to micro and small enterprises 688 -
Total outstanding due of creditors other than micro and small enterprises 8,908 6,988
Acceptances 12,821 4,140
22,417 11,128
185
Annual Report 2018-19
1.
Not due for deposit to Investor Education and Protection Fund
186
Standalone Financials
Note:
Refer note 32, for disaggregation of revenue from operations and other disclosures
23 Other income
187
Annual Report 2018-19
28 Finance cost
Particulars For the year For the year
ended ended
31 March 2019 31 March 2018
Interest expense on term loans 566 919
Interest expense on others 5,102 4,029
Net loss on foreign currency transactions and translation 883 1,828
Other borrowing cost 205 117
6,756 6,893
188
Standalone Financials
30 Other expenses
Particulars For the year For the year
ended ended
31 March 2019 31 March 2018
Power and fuel 1,771 962
Consumption of stores and spares 995 1,247
Repairs and maintenance
Plant and machinery 2,438 1,938
Buildings 360 267
Others 83 83
Fumigation 469 493
Freight inward 1,564 1,582
Travelling and conveyance 419 355
Communication expense 90 83
Rent 1,124 1,184
Legal and professional expense (refer note A) 473 404
Fees, rates and taxes 1,076 984
Vehicle running and maintenance 216 211
Insurance 320 256
Printing and stationery 102 77
Testing and inspection 420 187
Donation and charity 26 22
Clearing, forwarding and freight charges 9,162 6,134
Sales and business promotion 322 94
Advertisement 4,275 4,087
Meeting and seminar expense 157 249
Commission and brokerage 898 761
Corporate social responsibility expenses (refer note 36) 17 322
Security service charges 313 306
Sub-contractual expense 557 505
Net loss on foreign currency transactions and translation 1,160 -
Balance credit impaired 1,083 -
Other miscellaneous expenses 317 392
30,207 23,185
189
Annual Report 2018-19
1.
uditor remuneration for the year ended 31 March 2019 doesn’t includes the remuneration paid by Company to the erstwhile
A
auditors.
190
Standalone Financials
D. Contract balances
Notes
1.
he contract assets are in form of receivables, which are included in income receivable, primarily relate to the Company rights
T
to consideration for power sold to the customers but not billed at the reporting date. The contract assets are transferred to
receivables when it will be billed subsequently.
2.
The contract liabilities are in form advance received from customer for which the obligation of supply of goods/service is not
completed at the year end.
191
Annual Report 2018-19
F.
The Company has adopted Ind AS 115 “Revenue from Customers” with effect from 1 April 2018 using a modified retrospective
transition approach permitted under Ind AS 115. The adoption of the standard did not have material impact on the revenue
recognised by the Company.
G. ost applicability of Goods and Service Tax Act (GST), w.e.f. 01 July 2017, the revenue is disclosed net of GST. Accordingly, the
P
revenue from operations for year ended 31 March 2019 is not comparable with previous year as Excise duties formed part of
revenue from operations and expenses during the previous period upto 30 June 2017.
H. In accordance with requirements of Ind AS 115, the Company has presented excise duty separately.
33 Income tax
A. Reconciliation of effective tax rate
192
Standalone Financials
D. The Company doesn’t have any carry forward losses and MAT credit entitlement as at the year end
Particulars As at As at
31 March 2019 31 March 2018
Employer's contribution to provident fund 321 312
Employer's contribution to employees state insurance 128 121
449 433
193
Annual Report 2018-19
Investment risk
Plan assets comprise funds managed by the insurer i.e. Kotak Mahindra Life Insurance Company Limited.
Mortality risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan
participants. A change in mortality rate will have a bearing on the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate of plan participants
in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to
determine the present value of obligation will have a bearing on the plan’s liability.
The following table sets out the funded status and the amount recognised in the Company’s financial statements.
Particulars As at As at
31 March 2019 31 March 2018
a. Amounts to be recognised
Present value of obligation 1,126 1,025
Fair value of plan assets 1,006 875
Net (liability) recognised (120) (150)
Current liability (120) (150)
Non- current liability - -
b. Changes in present value of defined benefit obligation:
Defined Benefit at the beginning of the year 1,025 883
Current Service Cost 114 110
Past Service Cost - 46
Interest cost 81 68
Benefits paid (98) (45)
Remeasurements-actuarial gain/loss -due to change financial assumptions 12 (20)
Remeasurements-actuarial gain/loss -due to experience (8) (17)
Present value of benefit obligation at the end of the year 1,126 1,025
194
Standalone Financials
Particulars As at As at
31 March 2019 31 March 2018
c. Change in fair value of plan assets
Fair value of plan assets at the beginning of the year 875 656
Expected return on plan assets 69 50
Contributions made 150 227
Benefits paid (98) (45)
Return on plan assets, excluding interest income 10 (13)
Fair value of plan assets at the end of the year 1,006 875
d. Expenses recognized in Statement of profit or loss
Current service cost 114 110
Interest expense 12 18
Past service cost - 46
Expense for the year ended 126 174
e. Recognized in other comprehensive income
Remeasurements-actuarial gain/loss on obligation for the period 4 (37)
Return on plan assets, excluding interest income (10) 13
Net income at the end of the period (6) (24)
f. Actuarial assumptions
Discount rate 7.78% 7.87%
Expected rate of return on plan assets 7.78% 7.87%
Expected rate of increase in compensation levels 6.00% 6.00%
Mortality Rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(06-08) (06-08)
Attrition / Withdrawal rates 1% 1%
g. Investment details
Insurance Fund 1,006 875
h. T
he Company expects to contribute ₹ 342 lacs to gratuity fund in the next financial
year.
i. Sensitivity analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary
increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes
of the assumptions occurring at end of the reporting period, while holding all other assumptions constant. The result of
Sensitivity analysis is given below:
Particulars As at As at
31 March 2019 31 March 2018
Discount rate
1% increase (125) (113)
1% decrease 151 137
Future salary increase
1% increase 143 131
1% decrease (121) (111)
Employee turnover rate
1% increase 28 26
1% decrease (32) (30)
195
Annual Report 2018-19
35 Lease commitments
Assets taken on non-cancellable operating leases
The Company has taken various premises on operating leases. The lease agreements generally have a lock-in-period of 1-22
years and are cancellable at the option of the lessee. During the year, lease payments under operating leases (inclusive of
cancellable leases) amounting to ` 1,124 lacs (31 March 2018 ` 1,184 lacs) have been recognised as an expense in the Statement
of Profit and Loss. The future aggregate minimum lease payments under non-cancellable operating leases are as follows :
Particulars As at As at
31 March 2019 31 March 2018
Within less than one year 954 857
Between one and five years 3,124 1,942
After more than five years 4,226 577
8,304 3,376
196
Standalone Financials
The Company monitors capital using a ratio of “Net Debt” to “Total Equity”. For this purpose, Net Debt is defined as total
liabilities less cash and cash equivalents. Total equity comprises of equity share capital and other equity.
During the year, no significant changes were made in the objectives, policies or processes relating to the management of the
Company’s capital structure.
38 Financial instruments
The Company’s activities expose it to market risk, liquidity risk and credit risk. This note explains the sources of risk which the
Company is exposed to and how the Company manages the risk and the related impact in the financial statements.
197
Annual Report 2018-19
However, the Company during the year identified few balances of amounting to ` 1,083 lacs of the trade receivable
which were subject to dispute and will not be realisable and hence, has been credit impaired.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit
risk at the reporting date was:
Particulars As at As at
31 March 2019 31 March 2018
Loans 350 314
Investments (other than investment in subsidiaries) 765 899
Trade receivables 39,729 24,670
Other financial assets 1,022 1,459
Total 41,866 27,342
The ageing of trade receivables at the reporting date on due basis are:
Particulars As at As at
31 March 2019 31 March 2018
Not past due 20,775 12,681
Past due 0-30 days 16,802 3,476
Past due 31-120 days 775 4,883
Past due 120 days-one year 1,022 2,936
More than one year 355 694
Total 39,729 24,670
2. Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The
Company’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due
without incurring unacceptable losses.
The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet
operational needs. Any short term surplus cash generated, over and above the amount required for working capital
198
Standalone Financials
The amounts disclosed in the table are the contractual undiscounted cash flows.
As at 31 March 2019
Particulars Carrying On 6 months 6-12 1-2 years 2-5 years
amount demand or less months
Non-current borrowings 4,668 - 672 672 1,344 1,980
Current borrowings 1,34,007 1,34,007 - - - -
Loan from related party 4,144 4,144 - - - -
Trade payables 22,417 - 22,417 - - -
Other financial liabilities 7,247 81 7,166
As at 31 March 2018
Particulars Carrying On 6 months 6-12 1-2 years 2-5 years
amount demand or less months
Long term borrowings 8,111 - 1,458 1,458 1,860 3,335
Working capital borrowings 1,11,544 1,11,544 - - - -
Loan from related party 4,870 4,870 - - - -
Trade payables 11,128 - 11,128 - - -
Other financial liabilities 5,338 224 5,114
3. Currency Risk
The Company operates internationally and consequently the Company is exposed to foreign exchange risk through its
sales in overseas market. The Company evaluates exchange rate exposure arising from foreign currency transactions
and the Company follows policies which includes the use of derivatives like foreign exchange forward contracts to hedge
exposure to foreign currency risk.
The Company has Outstanding Forward contracts as on 31 March 2019 and there is Marked to Market ( MTM) unrealized
gain/(loss) on forward contracts of ` Nil as at 31 March 2019, (31 March 2018 ` (35.57) lacs), which has been accounted
for accordingly in the books of accounts.
199
Annual Report 2018-19
Foreign currency exposure recognized by the Company that have not been hedged by a derivative instrument are as
under:
Particulars ₹ in lacs AED in lacs USD in lacs
31 March 31 March 31 March 31 March 31 March 31 March
2019 2018 2019 2018 2019 2018
Financial assets
Trade receivables 7,049 8,091 - - 102 124
Cash and cash equivalents 133 3,443 - - 2 53
Financial liabilities
Trade payables1 23 58 - 3 0 -
Borrowings 22,572 70,957 - 326 1,091
Advance from customers 429 279 1 - 6 4
4. Interest risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. As at year end, the Company has following borrowings
5. Price Risk
The Company is mainly exposed to the price risk due to its investment in equity shares. The price risk arises due to
uncertainties about the future market values of these investments.
200
Standalone Financials
The table below summarises the impact of increases/decreases of the index on the Company’s equity and profit for the
year. The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other
variables held constant, and that all the Company’s equity instruments moved in line with the index.
Financial liabilities
Borrowings - - 1,42,819 - - 1,24,525
Trade payables - - 22,417 - - 11,128
Other financial liabilities - - 7,247 - - 5,338
Total - - 1,72,483 - - 1,40,991
1. The management assessed that fair values of cash and cash equivalents, other bank balances, trade receivables,
other financial assets, borrowings, trade payables and other financial liabilities approximate their respective
carrying amounts largely due to the short-term maturities of these instruments.
Further, these instruments are valued at level 3 and their fair value are considered to be same as their carrying
value, as there is an immaterial change in the lending rate.
2. Investment in equity instrument in the subsidiary has been accounting at cost in accordance with Ind As 27.
Therefore, the same are not in the scope of Ind As 109 and not disclosed here.
Assets and liabilities measured at amortised cost, for which fair value are disclosed
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Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques that maximise the use of observable market data and rely as little as possible on entity specific estimates.
If all significant inputs required to fair value an instrument are observable the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3.
The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the
reporting period.
(A) Financial instruments valued at fair value through profit and loss
31 March 2019 31 March 2018
Level 1 Level 2 Level 1 Level 2
Financial Assets
Investments (other than in subsidiary) 765 - 899 -
Derivative instruments - - - 2
Total 765 - 899 2
202
Standalone Financials
The carrying amounts of trade receivables, cash and cash equivalents, consignment debtors, interest accrued, other
receivables, other bank balances, trade payables, employee payables and other current payables are considered to be
the same as fair values, due to their short term nature
The fair value for loans and security deposits were calculated based on cash flow discounted using a current lending
rate. They are classified as level 3 fair value in the fair value hierarchy due to the inclusion of unobservable inputs,
including own credit risk. The fair value of loans to employees and security deposits approximates the carrying amount
The fair value for borrowings was calculated based on cash flow discounted using a current borrowing rate. They are
classified as level 3 fair value in the fair value hierarchy due to the inclusion of unobservable inputs, including own
credit risk. The fair value of borrowings approximates the carrying amount.
39 Segmental Reporting
A Operating segments
Agri - Comprises of agricultural commodities such as rice, Furfural, seed, bran, bran oil, etc.
Energy - Comprises of power generation from wind turbine, husk based power plant and solar power plant.
B Identification of segments
The chief operational decision maker monitors the operating results of its Business segment separately for the purpose of
making decision about resource allocation and performance assessment. Segment performance is evaluated based on profit or
loss and is measured consistently with profit or loss in the financial statements, Operating segment have been identified on the
basis of nature of products and other quantitative criteria specified in the Ind AS 108.
C Segment revenue and results
The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure.
203
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204
Standalone Financials
* This includes only those parties with whom company had related party transactions.
205
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206
Standalone Financials
207
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208
Standalone Financials
209
Annual Report 2018-19
B The Hon’ble Supreme Court (“”SC””) has, in a recent decision (‘SC decision’), ruled that various allowances like conveyance
allowance, special allowance, education allowance, medical allowance etc., paid uniformly and universally by an employer to its
employees would form part of basic wages for computing the provident fund (‘PF’ or ‘the fund’) contribution and thereby, has
laid down principles to exclude (or include) a particular allowance or payments from ‘basic wage’ for the purpose of computing
PF contribution. The Company pays special allowance, conveyance allowance and others allowances to its employees as
a part of its their compensation structure, which are not included in the basic wages for the purpose of computing the PF.
As the above said ruling has not prescribed any clarification w.r.t to its application, the Company is in the process of evaluating
the impact on the provident fund contributions. Pending clarification and evaluation of impact of above said, no provision for
employee contribution has been recognised in the financial statements for the year ended 31 March 2019
C Commitments
Estimated amount of contracts remaining to be executed, to the extent not provided for:
Particulars As at As at
31 March 2019 31 March 2018
Property, plant and equipment (net of advances) 1,320 605
42 Transfer pricing
As per the international transfer pricing norms introduced in India with effect from April 01, 2001 and the domestic transfer pricing
norms introduced with effect from April 01, 2012, the Company is required to use certain specified methods in computing arm’s
length price of international and national transactions between the associated enterprises and maintain prescribed information
and documents relating to such transactions. The appropriate method to be adopted will depend on the nature of transactions/
class of transactions, class of associated persons, functions performed and other factors, which have been prescribed. The
Company is in the process of conducting a transfer pricing study for the current financial year. However, in the opinion of the
Management the same would not have a material impact on these financial statements. Accordingly, these financial statements
do not include any adjustments for the transfer pricing implications, if any.
210
Standalone Financials
44 Dividends
Particulars For the year For the year
ended ended
31 March 2019 31 March 2018
A Dividend declared and paid during the year
Final dividend declared and paid for the year ended 31 March 2018 ` 2.30 per 5,414 4,943
share
(For the year ended 31 March 2017 : ` 2.10 per share)
Dividend distribution tax on final dividend 1,102 483
B Proposed dividends on equity shares not recognised as liability
Proposed dividends for the year ended 31 March 2019 ` 2.50 per share 5,885 5,414
(For the year ended 31 March 2018 : ` 2.30 per share)
Dividend distribution tax on proposed dividend 1,210 1,102
C Remittance in foreign currency on account of dividend
Number of non-resident shareholders to whom dividend is remitted 5 5
Number of equity shares held by them 3,90,00,000 3,90,00,000
Amount of dividend paid 897 819
Year to which the dividend relates 2017-18 2016-17
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47 During the previous year, the officers of the directorate of enforcement, ministry of finance, government of India visited under
section 17 of the PMLA 2002, the premises of the Company in an ongoing investigation of some matters pertaining to Mr.
Gautam Khaitan, solicitor and the erstwhile independent director of the Company from 30 July 2007 to 18 April 2013 and in the
course of which statements of some directors/officers of the Company were recorded by them. Nothing incriminating in the
affairs of the Company has been alleged by them so far as on this date.
48 During the year ended 31 March 2019, the Company reclassified/regrouped certain previous year’s amount i.e. 31 March 2018.
Considering the nature of these reclassification/regrouping, the Company does not intend to present opening balance sheet of
previous year reported. Refer below the reclassified/regrouped amount in the previous year amount-
Reclassification of financial information of previous year ended 31 March 2018 Amount
Reclassification from current year information in Reclassification to in previous year information in
previous year current year
Trade payables Advance to suppliers 1,110
Trade receivables Advances from customers 258
Provisions – non-current, compensated absences Provisions – current, compensated absences 79
Provisions - current Other financial liabilities-employee related payables 718
Employee benefit expenses Other expenses 800
Other income Other expenses 27
Prepayments Other non-current assets - Prepayments 1,280
Prepayments Other current assets – Prepayments 1,077
This is the Summary of the standalone significant accounting policies and other explanatory information referred to in our report
of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
212
Consolidated Financials
CONSOLIDATED
FINANCIALS
CONTENTS
Consolidated Auditor’s Report ......................................................214
Consolidated Balance Sheet .........................................................222
Consolidated Statement of Profit and Loss...................................223
Consolidated Cash Flow Statement ..............................................224
Consolidated Statement of Changes in Equity..............................226
Notes forming part of the Consolidated Financial Statements...227
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Annual Report 2018-19
To the Members of KRBL Limited on Auditing specified under section 143(10) of the Act.
Our responsibilities under those standards are further
Report on the Audit of the Consolidated Financial described in the Auditor’s Responsibilities for the Audit of the
Statements Consolidated Financial Statements section of our report. We
are independent of the Company in accordance with the Code
Opinion of Ethics issued by the Institute of Chartered Accountants of
1. We have audited the accompanying consolidated financial India (‘ICAI’) together with the ethical requirements that are
statements of KRBL Limited (‘the Company’) (‘the Holding relevant to our audit of the consolidated financial statements
Company’) and its subsidiaries (the Holding Company under the provisions of the Act and the rules thereunder,
and its subsidiaries together referred to as ‘the Group’), and we have fulfilled our other ethical responsibilities in
which comprise the Consolidated Balance Sheet as at 31 accordance with these requirements and the Code of Ethics.
March 2019, the Consolidated Statement of Profit and Loss We believe that the audit evidence we have obtained and
(including Other Comprehensive Income), the Consolidated the audit evidence obtained by the other auditors in terms
Cash Flow Statement and the consolidated Statement of of their reports referred to in paragraph 16 and 17 of the
Changes in Equity for the year then ended, and a summary Other Matters section below, is sufficient and appropriate to
of the consolidated significant accounting policies and other provide a basis for our opinion.
explanatory information.
Emphasis of Matter
2. In our opinion and to the best of our information and according 4. We draw attention to Note 41 to the consolidated financial
to the explanations given to us and based on the consideration statement, whereby the Holding Company has received an
of the reports of the other auditors on separate financial income tax demand, which is being contested by the Holding
statements and on the other financial information of the Company. Our opinion is not modified in respect of this matter.
subsidiaries, the aforesaid consolidated financial statements
give the information required by the Companies Act, 2013 Key Audit Matter
(‘Act’) in the manner so required and give a true and fair 5. Key audit matters are those matters that, in our professional
view in conformity with the accounting principles generally judgment and based on the consideration of the reports of
accepted in India including Indian Accounting Standards (‘Ind the other auditors on separate financial statements and on
AS’) specified under section 133 of the Act, of the consolidated the other financial information of the subsidiaries, were of
state of affairs (consolidated financial position) of the Group most significance in our audit of the consolidated financial
as at 31 March 2019, and its consolidated profit (consolidated statements of the current period. These matters were
financial performance including other comprehensive income), addressed in the context of our audit of the consolidated
its consolidated cash flows and the consolidated changes in financial statements as a whole, and in forming our opinion
equity for the year ended on that date. thereon, and we do not provide a separate opinion on these
matters.
Basis for Opinion
3. We conducted our audit in accordance with the Standards
6 We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Revenue recognition – Sale of Goods Our audit work included, but was not limited to, the following procedures:
Refer Note 2 in the Summary of significant
• Obtained an understanding of the process of each revenue stream, particularly
accounting policies and other explanatory
of sale of rice and other food products;
information
• Evaluated the design and implementation and tested the operating effectiveness
The Holding Company recognised an amount of of controls over revenue recognition including around quantity sold, pricing and
` 412,049 lacs revenue for the year ended 31 accounting of revenue transactions;
March 2019, as disclosed in Note 22 to the
• Performed substantive analytical procedures on revenue which included ratio
consolidated financial statements.
analysis, product mix analysis, region wise analysis, etc.;
Revenue for the Holding Company majorly
comprises of revenue from sale of
manufactured goods (rice) and by products.
214
Consolidated Financials
Key audit matter How our audit addressed the key audit matter
The Holding Company has adopted the new • Evaluated the terms and conditions of the contracts, including incoterms, with
revenue accounting standard Ind AS 115, customers to ensure that the revenue recognition criteria are assessed by the
Revenue from Contracts with Customers, from management in accordance with the accounting standards;
the current year, which required management to
re-assess the revenue recognition accounting • On a sample basis, tested revenue transactions recorded during the year, and
policy by making key judgements such as revenue transactions recorded in the period before and after year-end with
identification of distinct performance obligations supporting documents, such as invoices, agreements with customers, proof of
in contracts with customers, determination deliveries, and subsequent collection of payment;
of transaction price including assessment of
variable consideration elements, and selection of • Performed other substantive audit procedures including obtaining debtor
appropriate methods to allocate the transaction confirmations on a sample basis and reconciling revenue recorded during the
price to the performance obligations in year with statutory returns;
accordance with the new accounting standard,
which was considered to be a complex exercise • Tested manual journal entries for recording revenue, credit notes, claims etc.,
in the current year. which were material or irregular in nature with supporting documents and
evaluated business rationale thereof;
Further, in accordance with Standards on
Auditing, there is a presumed fraud risk • Evaluated disclosures made in the consolidated financial statement for revenue
relating to revenue recognition. Accordingly, recognition from sale of goods for appropriateness in accordance with the
occurrence and existence of revenue is a key accounting standards.
focus area on account of the multiplicity of
Company’s products, multiple channels for
sales, various categories of customers and the
volume of the sales made to them.
215
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Key audit matter How our audit addressed the key audit matter
The valuation of finished rice and by product Recounted inventory, on sample basis, to match with inventory records and results
is a comprehensive exercise and is carried out of management conducted count;
manually considering the determination of:
• Reviewed reconciliation of differences, if any, between management physical count
and inventory records, and tested the necessary adjustment made in the inventory
• Allocable overheads;
records by the management;
• Consideration of net realizable value of by
• For the inventory lying with the third party, obtained the confirmation that the
products such as husk, bran etc; and
management obtained from the third parties and for the inventory lying at foreign
• Consideration of NRV of the different variety ports (in the course of sale), tested the subsequent clearance and original bill of
of finished products lading for the said export.
Accordingly, existence and valuation of the
Valuation:
inventory, which is significant with respect
• Obtained the understanding of management process of inventory valuation;
to the total assets held by the Company,
is considered to be one of the areas which • Evaluated design effectiveness of controls over inventory valuation process and
required significant auditor attention owing to tested key controls for their operating effectiveness;
the complexity and judgements involved in the
• Tested inputs into the valuation process from source documents/ general
process of physical count and valuation.
ledger accounts;
• Tested reconciliation of opening inventory, purchase/ production, sales and
year-end inventory to validate the amount of yield during the year and to identify
any abnormal production loss;
• Compared key estimates, including those involved in computation of overhead
absorption, to prior years and enquired reasons for any significant variations,
• Checked net realisable value of by-products from actual sale proceeds near/
subsequent to the year-end;
• Tested arithmetical accuracy of valuation calculations; and
• Evaluated appropriateness of disclosure of inventory year-end balance in the
consolidated financial statements.
Initial Audit Engagement - Opening Balances Our audit work included, but was not limited to, the following procedures:
• Prepared a detailed transition plan, including ensuring compliance with
We have been appointed as the statutory independence requirements, prior to the start of the audit;
auditors of Company for year ended 31 March
• Inspected management’s process and control documentation to assist us in
2019.
obtaining and understanding of the Company’s financial reporting and business
processes, including control environment;
Standard on Auditing 510, Initial Audit
Engagements – Opening Balances, in • Obtained and read management reports, policies, instructions as well as
conducting an initial audit engagement, planning and governing documents, minutes of the board of directors, audit
several considerations are involved which are committee and other committees of the board, internal audit reports;
generally not associated with recurring audits.
The audit transition, including the audit of the
opening balances requires additional planning
activities and considerations necessary
to establish an appropriate audit plan and
strategy. This includes:
216
Consolidated Financials
Key audit matter How our audit addressed the key audit matter
• Gaining an initial understanding of the • Held discussions with the management at various levels of the Company and
Company and its business including its heads of the Business and Finance functions to understand their roles in the
control environment and information business and company’s financial reporting process;
systems, sufficient to make an audit • Obtained an understanding of and evaluated appropriateness and consistency
assessment and develop the audit strategy of the accounting policies used in the preparation of the consolidated financial
and plan. statements of the Holding Company for the financial year ended 31 March
• Obtaining sufficient appropriate audit 2018. particularly in respect of inventory, property, plant and equipment, trade
evidence regarding the opening balances receivables, etc;
including the selection and application of • Read previous year consolidated financial statements to identify material
accounting policies. opening balances. Obtained underlying accounting schedules prepared by the
management and scanned for unusual items.
• Communicating with the predecessor
auditors, as required and permitted under • Traced the account balances from the trial balance for the previous financial
applicable professional regulations. year to the audited consolidated financial statements, and traced the balance
sheet account balances to the opening trial balance of the current year.
The aforesaid activities required involvement
• On a sample basis, tested the opening balances for financial line items including
of considerable audit efforts, and accordingly,
property, plant and equipment, bank balances, borrowings, share capital, and
audit of the opening balances was identified as
other current assets and liabilities, as considered necessary.
a key audit matter for the current year audit.
Information other than the Consolidated Financial Statements and or loss (consolidated financial performance including other
Auditor’s Report thereon comprehensive income), consolidated changes in equity and
7. The Holding Company’s Board of Directors is responsible for consolidated cash flows of the Group in accordance with the
the other information. The other information comprises the accounting principles generally accepted in India, including
information included in the Annual Report, but does not include the Ind AS specified under section 133 of the Act. The
the consolidated financial statements and our auditor’s report Holding Company’s Board of Directors is also responsible for
thereon. The Annual Report is expected to be made available to ensuring accuracy of records including financial information
us after the date of this auditor’s report. considered necessary for the preparation of consolidated Ind
AS financial statements. Further, in terms of the provisions of
Our opinion on the consolidated financial statements does not
the Act, the respective Board of Directors /management of the
cover the other information and we will not express any form of
companies included in the Group, covered under the Act are
assurance conclusion thereon.
responsible for maintenance of adequate accounting records
In connection with our audit of the consolidated financial in accordance with the provisions of the Act for safeguarding
statements, our responsibility is to read the other information the assets and for preventing and detecting frauds and
identified above when it becomes available and, in doing other irregularities; selection and application of appropriate
so, consider whether the other information is materially accounting policies; making judgments and estimates that
inconsistent with the consolidated financial statements or our are reasonable and prudent; and design, implementation
knowledge obtained in the audit or otherwise appears to be and maintenance of adequate internal financial controls,
materially misstated. that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
When we read the Annual Report, if we conclude that there is a preparation and presentation of the consolidated financial
material misstatement therein, we are required to communicate statements that give a true and fair view and are free from
the matter to those charged with governance. We have nothing material misstatement, whether due to fraud or error. These
to report in this regard. financial statements have been used for the purpose of
preparation of the consolidated financial statements by the
Responsibilities of Management and Those Charged with Directors of the Holding Company, as aforesaid.
Governance for the Consolidated Financial Statements
8. The Holding Company’s Board of Directors is responsible for 9. In preparing the consolidated financial statements, the
the matters stated in section 134(5) of the Act with respect to respective Board of Directors of the companies included in the
the preparation of these consolidated financial statements Group are responsible for assessing the ability of the Group as
that give a true and fair view of the consolidated state of a going concern, disclosing, as applicable, matters related to
affairs (consolidated financial position), consolidated profit going concern and using the going concern basis of accounting
217
Annual Report 2018-19
unless the Board of Directors either intends to liquidate the statements or, if such disclosures are inadequate, to modify
Group or to cease operations, or has no realistic alternative but our opinion. Our conclusions are based on the audit evidence
to do so. obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to
10. Those Board of Directors are also responsible for overseeing
continue as a going concern.
the financial reporting process of the companies included in
the Group. • Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the
Auditor’s Responsibilities for the Audit of the Consolidated
disclosures, and whether the consolidated financial
Financial Statements
statements represent the underlying transactions and
11. Our objectives are to obtain reasonable assurance about
events in a manner that achieves fair presentation.
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud 13. We communicate with those charged with governance
or error, and to issue an auditor’s report that includes our regarding, among other matters, the planned scope and
opinion. Reasonable assurance is a high level of assurance, timing of the audit and significant audit findings, including
but is not a guarantee that an audit conducted in accordance any significant deficiencies in internal control that we identify
with Standards on Auditing will always detect a material during our audit.
misstatement when it exists. Misstatements can arise from
14.
We also provide those charged with governance with a
fraud or error and are considered material if, individually or in
statement that we have complied with relevant ethical
the aggregate, they could reasonably be expected to influence
requirements regarding independence, and to communicate
the economic decisions of users taken on the basis of these
with them all relationships and other matters that may
consolidated financial statements.
reasonably be thought to bear on our independence, and where
12. As part of an audit in accordance with Standards on Auditing, applicable, related safeguards.
we exercise professional judgment and maintain professional
15.
From the matters communicated with those charged with
scepticism throughout the audit. We also:
governance, we determine those matters that were of
• Identify and assess the risks of material misstatement of
most significance in the audit of the consolidated financial
the consolidated financial statements, whether due to fraud
statements of the current period and are therefore the key
or error, design and perform audit procedures responsive
audit matters. We describe these matters in our auditor’s
to those risks, and obtain audit evidence that is sufficient
report unless law or regulation precludes public disclosure
and appropriate to provide a basis for our opinion. The
about the matter or when, in extremely rare circumstances, we
risk of not detecting a material misstatement resulting
determine that a matter should not be communicated in our
from fraud is higher than for one resulting from error, as
report because the adverse consequences of doing so would
fraud may involve collusion, forgery, intentional omissions,
reasonably be expected to outweigh the public interest benefits
misrepresentations, or the override of internal control.
of such communication.
• Obtain an understanding of internal control relevant to
Other Matter
the audit in order to design audit procedures that are
16. We did not audit the financial statements of three subsidiaries,
appropriate in the circumstances. Under section 143(3)(i) of
whose financial statements reflects total assets of ` 1,474 lacs
the Act, we are also responsible for expressing our opinion
and net assets of ` 1,442 lacs as at 31 March 2019, total revenues
on whether the Group, covered under the Act have adequate
of ` 458 lacs and net cash inflows amounting to ` 31 lacs for
internal financial controls system in place and the operating
the year ended on that date, as considered in the consolidated
effectiveness of such controls.
financial statements. These financial statements have been
• Evaluate the appropriateness of accounting policies used audited by other auditors whose reports have been furnished
and the reasonableness of accounting estimates and to us by the management and our opinion on the consolidated
related disclosures made by management. financial statements, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries, and our
• Conclude on the appropriateness of management’s use of
report in terms of sub-section (3) of Section 143 of the Act, in
the going concern basis of accounting and, based on the
so far as it relates to the aforesaid subsidiaries, is based solely
audit evidence obtained, whether a material uncertainty
on the reports of the other auditors.
exists related to events or conditions that may cast
significant doubt on the ability of the Group to continue as Further, of these subsidiaries, two subsidiaries, are located
a going concern. If we conclude that a material uncertainty outside India whose financial statements and other financial
exists, we are required to draw attention in our auditor’s information have been prepared in accordance with accounting
report to the related disclosures in the consolidated financial principles generally accepted in their respective countries
218
Consolidated Financials
and which have been audited by other auditors under d) In our opinion, the aforesaid consolidated financial
generally accepted auditing standards applicable in their statements comply with Ind AS specified under section 133
respective countries. The Holding Company’s management of the Act;
has converted the financial statements of such subsidiaries, e) On the basis of the written representations received from
located outside India from accounting principles generally the directors of the Holding Company and taken on record
accepted in their respective countries to accounting principles by the Board of Directors of the Holding Company and
generally accepted in India. We have audited these conversion the reports of the other statutory auditor of its subsidiary
adjustments made by the Holding Company’s management. company, covered under the Act, none of the directors of the
Our opinion, and matters identified and disclosed under Group companies, under the Act, are disqualified as on 31
key audit matters section above, in so far as it relates to the March 2019 from being appointed as a director in terms of
balances and affairs of such subsidiaries, located outside India Section 164(2) of the Act.
is based on the report of other auditors and the conversion
f) With respect to the adequacy of the internal financial
adjustments prepared by the management of the Holding
controls over financial reporting of the Holding Company,
Company and audited by us.
and its subsidiary company covered under the Act, and
Our opinion above on the consolidated financial statements, the operating effectiveness of such controls, refer to our
and our report on other legal and regulatory requirements separate report in ‘, Annexure A; and
below, are not modified in respect of the above matters with g) With respect to the other matters to be included in
respect to our reliance on the work done by and the reports of the Auditor’s Report in accordance with rule 11 of the
the other auditors. Companies (Audit and Auditors) Rules, 2014 (as amended),
17. The consolidated financial statements of the Company for in our opinion and to the best of our information and
the year ended 31 March 19 were audited by the predecessor according to the explanations given to us and based on
auditor, S S A Y & Associates, Chartered Accountants, who the consideration of the report of the other auditors on
have expressed an unmodified opinion on those consolidated separate financial statements and also the other financial
financial statements vide their audit report dated 10 May 2018. information of the subsidiaries:
i. The consolidated financial statements disclose the
Report on Other Legal and Regulatory Requirements impact of pending litigations on the consolidated
18. As required by section 197(16) of the Act, based on our audit financial position of the Group, as detailed in Note 41 to
and on the consideration of the reports of the other auditors, the consolidated financial statements.;
referred to in paragraph 16, on separate financial statements of
ii. The Holding Company and its subsidiary companies, did
the subsidiaries associates and joint ventures, we report that
not have any long-term contracts including derivative
the Holding Company, its subsidiary companies covered under
contracts for which there were any material foreseeable
the Act paid remuneration to their respective directors during
losses as at 31 March 2019;
the year in accordance with the provisions of and limits laid
down under section 197 read with Schedule V to the Act. iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
19. As required by Section 143 (3) of the Act, based on our audit and Protection Fund by the Holding Company, and its
and on the consideration of the reports of the other auditors on subsidiary companies, during the year ended 31 March
separate financial statements and other financial information 2019; and
of the subsidiaries, we report, to the extent applicable, that:
iv. The disclosure requirements relating to holdings as well
a) We have sought and obtained all the information and as dealings in specified bank notes were applicable for
explanations which to the best of our knowledge and belief the period from 8 November 2016 to 30 December 2016,
were necessary for the purpose of our audit of the aforesaid which are not relevant to these Consolidated financial
consolidated financial statements; statements. Hence, reporting under this clause is not
b) In our opinion, proper books of account as required by applicable.
law relating to preparation of the aforesaid consolidated For Walker Chandiok & Co LLP
financial statements have been kept so far as it appears Chartered Accountants
from our examination of those books and the reports of the Firm’s Registration No.: 001076N/N500013
other auditors;
Rohit Arora
c) The consolidated financial statements dealt with by Partner
this report are in agreement with the relevant books of Membership No.: 504774
account maintained for the purpose of preparation of the Place: Noida
consolidated financial statements; Date: 15 May 2019
219
Annual Report 2018-19
220
Consolidated Financials
221
Annual Report 2018-19
This is the Consolidated Balance Sheet referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
222
Consolidated Financials
This is the Consolidated Statement of Profit and Loss referred to in our report of even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
223
Annual Report 2018-19
224
Consolidated Financials
Notes
1. Net of movement in capital work-in-progress and capital advances.
2. The above cash flow statement has been prepared under the ‘indirect method’ as set out in Ind AS 7, ‘Statement of cash flows’.
This is the Consolidated Cash Flow Statement referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
225
Annual Report 2018-19
. The Company has voluntarily transfer amount of ` 7,000 lacs (31 March 2018 ` 6,000 lacs) from retained earning to general reserve.
1
The accompanying notes form an integral part of these consolidated financials statements 1 - 49
This is the Consolidated Statement of Changes in Equity referred to in our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
226
Consolidated Financials
The Consolidated financial statements for the year The Group re-assesses whether or not it
ended 31 March 2019 were authorized and approved controls an investee if facts and circumstances
for issue by the Board of Directors on 15 May 2019. indicate that there are changes to one or more
227
Annual Report 2018-19
Consolidated financial statements are prepared (iv) Functional and presentation currency
using uniform accounting policies for like These Consolidated financial statements are
transactions and other events in similar presented in Indian rupees (`) which is also the
circumstances. If a member of the Group uses Company’s functional currency. All amounts have
accounting policies other than those adopted been rounded-off to the nearest lac as per the
in the consolidated financial statements for like requirements of Part II of Schedule III of the Act,
transactions and events in similar circumstances, unless otherwise indicated.
appropriate adjustments are made to that Group
member’s Consolidated financial statements in (v) Summary of significant accounting policies
preparing the Consolidated financial statements
The Consolidated financial statements have
to ensure conformity with the Group’s
been prepared using the significant accounting
accounting policies. The Consolidated financial
policies and measurement bases summarized
statements of all entities used for the purpose
below. These were used throughout all periods
of consolidation are drawn up to the same
presented in the Consolidated financial
reporting date as that of the parent company, i.e.,
statements.
year ended on 31 March 2019.
a. Current versus non-current classification
The Consolidated financial statements have been
prepared on the following basis: The Company presents assets and
liabilities in the balance sheet based on
The financial statements of the parent and its current / non-current classification. An
subsidiaries have been combined on a line-by- asset/liability is treated as current when
line basis by adding together the book values it is:
of like items of assets, liabilities, revenues and • Expected to be realised or intended to be
expenses after eliminating intra-group balances / sold or consumed or settled in normal
transactions and resulting profits in full. operating cycle;
• Expected to be realised/settled within
The results and financial position of all the Group twelve months after the reporting period,
Companies are translated into the reporting or
currency as follows: • Cash or cash equivalent unless restricted
from being exchanged or used to settle a
(i) Current Assets and Liabilities for each liability for at least twelve months after
balance sheet presented are translated at the the reporting period
closing rate at the date of that balance sheet; • There is no unconditional right to defer
the settlement of the liability for at
(ii) Income and expenses for each income least twelve months after the reporting
statement are translated at average exchange period.
rates (unless average rate is not reasonable
at the rates prevailing on the transaction All other assets and liabilities are classified
dates, in such case income and expenses as non-current. Deferred tax assets and
are translated at the rate on the dates of the liabilities are classified as non-current assets
transactions); and and liabilities respectively.
228
Consolidated Financials
Depreciation method and useful lives are Reclassification to/from investment property
reviewed annually. If the useful life of an asset When the use of a property changes from
is estimated to be significantly different from owner-occupied to investment property, the
previous estimates, the depreciation period property is reclassified as investment property
is changed accordingly. If there has been a at its carrying cost (including accumulated
significant change in the expected pattern depreciation) on the date of reclassification
of economic benefits from the asset, the and vice-a- versa.
229
Annual Report 2018-19
230
Consolidated Financials
231
Annual Report 2018-19
232
Consolidated Financials
233
Annual Report 2018-19
234
Consolidated Financials
235
Annual Report 2018-19
236
Consolidated Financials
237
Annual Report 2018-19
238
Consolidated Financials
Notes:
A Contractual obligations
Refer note 41 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
B Property, plant and equipment pledged as security
Refer note 15 and 18 for information on property, plant and equipment pledged as security by the Company.
C efer note 3(c), for the amount of gross carrying amount and accumulated depreciation transferred to ‘building’ from
R
‘investment property’. The depreciation for the period for which building has been utilised as warehouse in the current year
is ` 9 lacs.
D ut of the total land parcels amounting to ` 6,561 lacs as mentioned in above note, 52 land parcels amounting to ` 761
O
lacs are registered in the name of Mr Anil Kumar Mittal, Mr Arun Kumar Gupta and Mr Anoop Kumar Gupta (“KMPs”) and
their relative namely, Mr Ashish Mittal, though the payment had been made by the Company. The Company has physical
possession of such land parcels vide Memorandum of Understandings (MOUs) entered into by the Company with each
of the above KMPs and their relative. Subsequent to 31 March 2019, the Company has executed the General Power of
Attorney (pending registration), will and other documents with the KMPs and their relative in favour of the Company.
E ut of the total land parcels, also 26 land parcels amounting to ` 83 lacs of which title deeds are in the name of KB
O
overseas, the erstwhile firm was merged with the Company
F Buildings amounting to ` 153 lacs are pending registration in the name of the Company.
G apital work-in-progress mainly comprise of plant and machinery which are under installation at the premises of the
C
Company.
H Rounded off to zero
239
Annual Report 2018-19
Notes:
A The Group has investment property situated at Dubai, United Arab Emirate and a warehouse in Kandla, Gujarat and had given
under the cancellable operating lease. During the year, the Group started operating the kandla property as a warehouse for the
purpose of its business. Consequently, such investment property has been reclassified as building in the schedule of property,
plant and equipment.
240
Consolidated Financials
For the property, situated at Gujarat, the valuation is based on valuations performed by an accredited independent valuer. Fair
valuation is base on replacement cost method. The fair valuation measurement is categorised in level 2 fair value hierarchy.
Further, the management estimate the fair value of the property at United Arab Emirates is same as of the carrying value.
4 Investments
Particulars As at As at
31 March 2019 31 March 2018
Current
Investment carried at fair value through profit or loss
Investments in equity instruments - quoted, fully paid-up
NHPC Limited 219 245
[882,712 equity shares of ` 10 each, (31 March 2018 - 882,712 equity shares)]
Coal India Limited 181 217
[76,437 equity shares of ` 10 each, (31 March 2018 - 76,437 equity shares)]
Power Grid Corporation of India Limited 213 208
[107,667 equity shares of ` 10 each, (31 March 2018 - 107,667 equity shares)]
Shipping Corporation of India Limited 92 155
[242,265 equity shares of ` 10 each, (31 March 2018 - 242,265 equity shares)]
MOIL Limited 60 74
[37,846 equity shares of ` 10 each, (31 March 2018 - 37,846 equity shares)]
765 899
Aggregate amount of quoted investments at cost 957 957
Aggregate amount of quoted investments at market value 765 899
Aggregate amount of impairment in the value of investments 192 58
241
Annual Report 2018-19
Particulars As at As at
31 March 2019 31 March 2018
(Unsecured, considered good unless otherwise stated)
Security deposits1 314 294
Loan to employees 7 -
321 294
Note
Deposit given to the Company in which director of Company is a director or a
1.
223 201
member: KRBL Infrastructure Limited
B Current
Particulars As at As at
31 March 2019 31 March 2018
(Unsecured- considered good unless otherwise stated)
Loan to employees 35 25
35 25
No loans are due from firms or private companies in which any director is partner, director or a member.
1.
iened as security issued to the various government authorities of ` 6 lacs [(31 March 2018 ` 5 lacs), and remaining amount
L
is liened with banks against term loans taken by the Company].
B Current
Particulars As at As at
31 March 2019 31 March 2018
(Unsecured- considered good unless otherwise stated)
Income receivable 1,041 1,348
Derivative instrument - 2
1,041 1,350
242
Consolidated Financials
Particulars As at As at
31 March 2019 31 March 2018
(Unsecured- considered good unless otherwise stated)
Capital advance 174 175
Balance with statutory authorities (including taxes/duty paid under protest) 10,326 2,093
Pre-payments1 1,199 1,279
11,699 3,547
1.
Pre-payments comprises of prepaid lease rentals and prepaid expense.
8 Inventories
Particulars As at As at
31 March 2019 31 March 2018
Raw materials 1,33,799 95,536
Packing material and consumables 7,041 6,916
Finished goods1 1,69,653 1,40,919
Stock-in-trade 793 1,413
Stores and spares 1,653 1,488
3,12,939 2,46,272
Notes:
1. Includes goods in transit of ` 8,417 lacs (31 March 2018 ` 9,424 lacs).
2. Refer note 24, 25 and 26 for consumption of inventory recorded by the Company during the year.
3. T
he Company has recorded few class of finished goods at the net realisable value (NRV), as their realisable value is lower than
the cost of production. The total NRV adjustments made in the value of such products ` 5,341 lacs (31 March 2018: ` 2,362
lacs). This was recognized as an expense during the year and included in ‘changes in inventories of finished goods and stock-
in-trade’ in the Statement of Profit and Loss.
9 Trade receivables
Particulars As at As at
31 March 2019 31 March 2018
Unsecured, considered good 39,729 24,668
Trade receivables which have significant increase in Credit Risk - -
Less: Loss allowance - -
39,729 24,668
Notes:
No trade receivables are due from director or other officers of the Company either severally or jointly with any other persons.
Particulars As at As at
31 March 2019 31 March 2018
Balance with banks in current accounts 346 3,808
Cash in hand 129 134
475 3,942
Note
1. T
here is no restriction in repatriation of cash and cash equivalents, except amount of ` 50 lacs (31 March 2018 ` 50 lacs)
which is held with the Income tax department.
243
Annual Report 2018-19
Particulars As at As at
31 March 2019 31 March 2018
Unclaimed dividends- earmarked balances with banks 42 43
Deposits with original maturity more than 3 months and less than 12 months1 60 2,997
102 3,040
1.
The deposits of ` 49 lacs (31 March 2018 ` 2,987 lacs) are restricted as they are held as margin money deposits against the
facilities extended to the Company by banks.
Particulars As at As at
31 March 2019 31 March 2018
(Unsecured- considered good unless otherwise stated)
Balance with statutory authorities 81 692
Advances to suppliers 1,011 1,248
Pre-payments1 1,190 1,077
Other receivables 39 172
2,321 3,189
1.
Pre-payments comprise of prepaid lease rentals and prepaid expense.
Particulars As at As at
31 March 2019 31 March 2018
Authorised
300,000,000 (31 March 2018 - 300,000,000) equity shares of ` 1 each 3,000 3,000
3,000 3,000
Issued and subscribed1
236,244,892 (31 March 2018 - 236,244,892) equity shares of ` 1 each 2,362 2,362
2,362 2,362
Fully paid-up1
235,389,892 (31 March 2018 - 235,389,892) equity shares of ` 1 each 2,354 2,354
2,354 2,354
1.
Difference between the issued and subscribed and paid up share capital represents shares forfeited by the Company.
244
Consolidated Financials
The board of directors of the Company in their meeting held on 15 May 2019 had recommended a final dividend @ 250 % i.e
` 2.50 per equity share of face value of ` 1/- each for the year ended 31 March 2019 (31 March 2018 - ` 2.30 per share). the
same shall be paid subject to the approval of shareholders in the ensuing annual general meeting of the Company.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.
e) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the
period of five years immediately preceding the reporting date
During the buy-back period i.e. 4 March 2013 to 11 February 2014, the Company had bought back and extinguished 7,722,048
equity shares at an average price of ` 23.58 per share, utilising a sum of ` 1,821 lacs excluding transaction cost.
No bonus shares were issued by the Company during the last five years immediately preceding the reporting date.
245
Annual Report 2018-19
246
Consolidated Financials
Particulars As at As at
31 March 2019 31 March 2018
Non-current
Secured term loan from banks (refer note below)
Rupee loans 4,668 6,750
Foreign currency loans - 1,361
4,668 8,111
Less: Current maturities of non-current borrowings (refer note 20) 1,344 2,916
3,324 5,195
Particulars As at As at
31 March 2019 31 March 2018
a. Rupee term loan from State Bank of India of ` 9,400 lacs, interest to be paid on 4,668 6024
monthly basis at prevailing MCLR +0.25% per annum (31 March 2018 - prevailing
MCLR +0.25% per annum) and Repayable in 28 quarterly instalments of ` 336 lacs
each, starting from December 2015 .
b. Rupee term loan from Kotak Mahindra Bank Limited of ` 763 lacs, interest to be paid - 599
on monthly basis @ 6 months MCLR + 0.95% per annum and was repayable in 8
quarterly instalments of ` 95.27 lacs each, starting from June 2017. The Company
has repaid the entire loan during the year.
c. Foreign currency term loan from ICICI Bank Limited of USD 125.1 lacs equivalent - 1361
of ` 7,747 lacs interest to be paid on monthly basis at 6 months MCLR + 1.20% per
annum and was repayable in 20 equal quarterly instalments from December 2013
onwards. The Company has repaid the entire loan during the year.
d. Rupee term loan from ICICI Bank Limited of ` 400 lacs interest to be paid on - 127
monthly basis at 6 months MCLR + 1.20% per annum and was repayable in 20 equal
quarterly instalment of ` 29.06 lacs starting from December 2013. The Company
has repaid the entire loan during the year.
4,668 8,111
16 Provisions
A. Non-current provision for employee benefits
Particulars As at As at
31 March 2019 31 March 2018
Provision for compensated absences (refer note 34) 565 512
565 512
247
Annual Report 2018-19
Particulars As at As at
31 March 2019 31 March 2018
Provision for gratuity (refer note 34B) 120 150
Provision for compensated absences (refer note 34C) 167 78
287 228
Particulars As at As at
31 March 2019 31 March 2018
Deferred tax liabilities
Property, plant and equipment and intangible assets 14,987 14,421
Others - 9
14,987 14,429
Deferred tax assets
Provision for employee benefit expenses (256) (193)
Others (58) (1,034)
(314) (1,227)
14,673 13,202
Note:
Refer note 33B for the movement in deferred tax
18 Borrowings
Particulars As at As at
31 March 2019 31 March 2018
Current
Secured
Working capital facilities from bank
- Rupee loan (refer note (i) and (ii) below) 91,435 25,587
- Foreign loan (refer note (iii) below) 22,572 70,957
1,14,007 96,544
Unsecured
Loan from bank (refer note (iv) below) 20,000 15,000
Loans from related parties (refer note (v) below) 4,144 4,870
24,144 19,870
1,38,151 1,16,414
First pari-passu charge on entire current assets including but not limited to stock of raw materials, semi-finished and finished
goods, consumable stores and spares, bills receivables and book debts and all other movable of whatsoever nature and where
ever arising, both present and future of the Company and second pari-passu charge on entire movable and immovable properties
of the Company.
Further, Mr Anil Kumar Mittal, Mr Arun Kumar Gupta, Mr Anoop Kumar Gupta and Mr. Ashish Mittal (to the extent of the properties
mortgaged by him) has given their personal guarantees in favour of working capital lenders.
248
Consolidated Financials
Particulars As at As at
31 March 2019 31 March 2018
Secured:
(i) Cash credit facilities from banks
The Company has obtained credit facilities from consortium banks. The facilities 44,435 13,087
carries interest at MCLR along with spread of respective banks.
(ii) Short-term working capital loan from banks
The Company has obtained short-term working capital loan from consortium 47,000 12,500
banks. The facilities carries interest at MCLR along with spread of respective
banks except facility from CoÖperatieve Rabobank U.A. which as per MIBOR along
with spread.
(iii) PCFC - foreign loan
The Company has obtained Packing credit facility from consortium banks and is 22,572 70,957
repayable after the stipulated period. The facilities carries interest at LIBOR along
with spread of respective banks.
Unsecured:
(iv) Demand loans from banks - rupee loan
The Company has obtained short-term working capital loan from HDFC Bank, one 20,000 15,000
of consortium bank, and is payable after the stipulated period. The facilities carries
interest at MCLR along with spread.
(v) Loans from related parties
The Company has obtained loans from directors which are interest free and 4,144 4,870
repayable on demand.
Particulars As at As at
31 March 2019 31 March 2018
Total outstanding due to micro and small enterprises 688 -
Total outstanding due of creditors other than micro and small enterprises 8,870 6,930
Acceptances 12,821 4,140
22,379 11,070
249
Annual Report 2018-19
Particulars As at As at
31 March 2019 31 March 2018
(i) the principal amount and the interest due thereon (to be shown separately) 688 -
remaining unpaid to any supplier as at the end of accounting year: Principal amount
remaining unpaid1, and Interest accrued and remaining unpaid
(ii) the amount of interest paid by the buyer under MSMED Act, 2006 along with the - -
amounts of the payment made to the supplier beyond the appointed day during
each accounting year;
(iii) the amount of interest due and payable for the period (where the principal has been - -
paid but interest under the MSMED Act, 2006 not paid);
(iv) The amount of interest accrued and remaining unpaid at the end of accounting - -
year; and
(v) The amount of further interest due and payable even in the succeeding year, until - -
such date when the interest dues as above are actually paid to the small enterprise,
for the purpose of disallowance as a deductible expenditure under section 23.
688 -
1.
According to the records of the Company, there are no overdue principal amount/interest payable for delayed payment to such
vendors at the balance sheet date. The amount payable to Micro and Small enterprises doesn’t include any amount due for
period more than the stipulated time prescribed under the MSMED Act, 2006.
Particulars As at As at
31 March 2019 31 March 2018
Current maturities of non-current borrowings (refer note 15) 1,344 2,916
Interest accrued but not due on borrowings 639 164
Employees related payables 847 741
Security deposits 39 180
Expenses payable 5,654 4,215
Unclaimed dividend1 43 43
8,566 8,259
1.
Not due for deposit to Investor Education and Protection Fund
Particulars As at As at
31 March 2019 31 March 2018
Advance from customers 1,941 590
Statutory dues payable 661 655
2,602 1,245
250
Consolidated Financials
251
Annual Report 2018-19
28 Finance cost
252
Consolidated Financials
30 Other expenses
253
Annual Report 2018-19
254
Consolidated Financials
D Contract balances
255
Annual Report 2018-19
F The Group has adopted Ind AS 115 “Revenue from Customers” with effect from 1 April 2018 using a modified retrospective
transition approach permitted under Ind AS 115. The adoption of the standard did not have material impact on the revenue
recognised by the Group.
G Post applicability of Goods and Service Tax Act (GST), w.e.f. 01 July 2017, the revenue is disclosed net of GST. Accordingly, the
revenue from operations for year ended 31 March 2019 is not comparable with previous year as Excise duties formed part of
revenue from operations and expenses during the previous period upto 30 June 2017.
H In accordance with requirements of Ind AS 115, the Group has presented excise duty separately.
33 Income tax
A Reconciliation of effective tax rate
256
Consolidated Financials
D The Company doesn’t have any carry forward losses and MAT credit entitlement at the year end
Particulars As at As at
31 March 2019 31 March 2018
Employer's contribution to provident fund 321 312
Employer's contribution to employees state insurance 128 121
449 433
257
Annual Report 2018-19
Investment risk
Plan assets comprise funds managed by the insurer i.e. Kotak mahindra life insurance company limited.
Mortality risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan
participants. A change in mortality rate will have a bearing on the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate of plan participants
in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to
determine the present value of obligation will have a bearing on the plan’s liability.
The following table sets out the funded status and the amount recognised in the Company’s financial statements.
Particulars As at As at
31 March 2019 31 March 2018
a. Amounts to be recognised
Present value of obligation 1,126 1,025
Fair value of plan assets 1,006 875
Net (liability) recognised (120) (150)
Current liability (120) (150)
Non- current liability - -
b. Changes in present value of defined benefit obligation:
Defined Benefit at the beginning of the year 1,025 883
258
Consolidated Financials
Particulars As at As at
31 March 2019 31 March 2018
Current Service Cost 114 110
Past Service Cost - 46
Interest cost 81 68
Benefits paid (98) (45)
Remeasurements-actuarial gain/loss -due to change financial assumptions 12 (20)
Remeasurements-actuarial gain/loss -due to experience (8) (17)
Present value of benefit obligation at the end of the year 1,126 1,025
c Change in fair value of plan assets
Fair value of plan assets at the beginning of the year 875 656
Expected return on plan assets 69 50
Contributions made 150 227
Benefits paid (98) (45)
Return on plan assets, excluding interest income 10 (13)
Fair value of plan assets at the end of the year 1,006 875
d. Expenses recognized in Statement of profit or loss
Current service cost 114 110
Interest expense 12 18
Past service cost - 46
Expense for the year ended 126 174
e. Recognized in other comprehensive income
Remeasurements-actuarial gain/loss on obligation for the period 4 (37)
Return on plan assets, excluding interest income (10) 13
Net income at the end of the period (6) (24)
f. Actuarial assumptions
Discount rate 7.78% 7.87%
Expected rate of return on plan assets 7.78% 7.87%
Expected rate of increase in compensation levels 6.00% 6.00%
Mortality Rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(06-08) (06-08)
Attrition / Withdrawal rates 1% 1%
g. Investment details
Insurance Fund 1,006 875
h. The Company expects to contribute ₹ 342 lacs to gratuity fund in the next financial
year
i. Sensitivity analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary
increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible
changes of the assumptions occurring at end of the reporting period, while holding all other assumptions constant. The
result of Sensitivity analysis is given below:
259
Annual Report 2018-19
Particulars As at As at
31 March 2019 31 March 2018
Discount rate
1% increase (125) (113)
1% decrease 151 137
Future salary increase
1% increase 143 131
1% decrease (121) (111)
Employee turnover rate
1% increase 28 26
1% decrease (32) (30)
35 Lease commitments
Assets taken on non-cancellable operating leases
The Company has taken various premises on operating leases. The lease agreements generally have a lock-in-period of 1-22
years and are cancellable at the option of the lessee. During the year, lease payments under operating leases (inclusive of
cancellable leases) amounting to ` 1,124 lacs (31 March 2018 ` 1,184 lacs) have been recognised as an expense in the Statement
of Profit and Loss. The future aggregate minimum lease payments under non-cancellable operating leases are as follows :
Particulars As at As at
31 March 2019 31 March 2018
Within less than one year 954 857
Between one and five years 3,124 1,942
After more than five years 4,226 577
8,304 3,376
260
Consolidated Financials
37 Capital management
The Group manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to its
shareholders. The capital structure of the Company is based on management’s judgement of its strategic and day-to-day needs
with a focus on total equity so as to maintain investors, creditors and market confidence.
The Group monitors capital using a ratio of “Net Debt” to “Total Equity”. For this purpose, Net Debt is defined as total liabilities
less cash and cash equivalents. Total equity comprises of equity share capital and other equity.
During the year, no significant changes were made in the objectives, policies or processes relating to the management of the
Group capital structure.
Particulars As at As at
31 March 2019 31 March 2018
Non-current borrowings 3,324 5,195
Current borrowings 1,38,151 1,16,414
Current maturities of non-current borrowings 1,344 2,916
Less: Cash and cash equivalents (475) (3,942)
Net debt 1,42,344 1,20,583
Equity share capital 2,354 2,354
Other equity 2,70,316 2,26,436
Total Equity 2,72,670 2,28,790
Net debt to total equity ratio 0.52 0.53
38 Financial instruments
The Company’s activities expose it to market risk, liquidity risk and credit risk. This note explains the sources of risk which the
Company is exposed to and how the Company manages the risk and the related impact in the financial statements.
261
Annual Report 2018-19
Credit risk Cash and cash equivalents, Ageing analysis Bank deposits, diversification of asset base,
trade receivables, financial credit limits and collateral.
assets measured at amortised
cost
Liquidity risk Borrowings and other liabilities Rolling cash flow Availability of committed credit lines and
forecasts borrowing facilities
Market risk - Recognised financial assets Cash flow forecasting Forward contract/hedging, if required
foreign exchange and liabilities not denominated
in Indian rupee (INR)
Market risk - Long-term borrowings at Sensitivity analysis Negotiation of terms that reflect the market
interest rate variable rates factors
Market risk - Investments in equity Sensitivity analysis Company presently does not make significant
security price securities investments in equity shares, except for
entities where it exercises control or joint
control or significant influence.
However, the Company during the year identified few balances of amounting to ` 1,083 lacs of the trade receivable
which were subject to dispute and will not be realisable and hence, has been credit impaired.
262
Consolidated Financials
The ageing of trade receivables at the reporting date on due basis are :
Particulars As at As at
31 March 2019 31 March 2018
Not past due 20,775 12,679
Past due 0-30 days 16,802 3,476
Past due 31-120 days 775 4,883
Past due 120 days-one year 1,022 2,936
More than one year 355 694
Total 39,729 24,668
2. Liquidity Risk
Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group
approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring
unacceptable losses.
The Group regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational
needs. Any short term surplus cash generated, over and above the amount required for working capital management and
other operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested
in interest bearing term deposits and other highly marketable debt investments with appropriate maturities to optimise the
cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows.
263
Annual Report 2018-19
3. Currency Risk
The Group operates internationally and consequently the Group is exposed to foreign exchange risk through its sales in
overseas market. The Group evaluates exchange rate exposure arising from foreign currency transactions and the Group
follows policies which includes the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign
currency risk.
The Group has Outstanding Forward contracts as on 31 March 2019 and there is Marked to Market ( MTM) unrealized
gain/(loss) on forward contracts of ` Nil as at 31 March 2019, [31 March 2018 ` (35.57) lacs], which has been accounted for
accordingly in the books of accounts.
Foreign currency exposure recognized by the Group that have not been hedged by a derivative instrument are as under:
264
Consolidated Financials
4. Interest risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.
Sensitivity is calculated based on the assumption that amount outstanding as at reporting dates (after considering
repayments) were utilised for the whole financial year.
5. Price Risk
The Group is mainly exposed to the price risk due to its investment in equity shares. The price risk arises due to uncertainties
about the future market values of these investments
The table below summarises the impact of increases/decreases of the index on the Group equity and profit for the year. The
analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other variables held
constant, and that all the Group equity instruments moved in line with the index.
Impact on profit before tax 31 March 2019 31 March 2018
Sensex increase by 5% 38 45
Sensex decrease by 5% (38) (45)
265
Annual Report 2018-19
Financial liabilities
Borrowings - - 1,42,819 - - 1,24,525
Trade payables - - 22,379 - - 11,070
Other financial liabilities - - 7,222 - - 5,344
Total - - 1,72,420 - - 1,40,938
1. The management assessed that fair values of cash and cash equivalents, other bank balances, trade receivables,
other financial assets, borrowings, trade payables and other financial liabilities approximate their respective carrying
amounts largely due to the short-term maturities of these instruments.
Further, these instruments are valued at level 3 and their fair value are considered to be same as their carrying value,
as there is an immaterial change in the lending rate.
Assets and liabilities measured at amortised cost, for which fair value are disclosed
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices, for example listed equity
instruments, traded bonds and mutual funds that have quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques that maximise the use of observable market data and rely as little as possible on entity specific estimates.
If all significant inputs required to fair value an instrument are observable the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3.
The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the
reporting period.
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Consolidated Financials
The carrying amounts of trade receivables, cash and cash equivalents, consignment debtors, interest accrued, other
receivables, other bank balances, trade payables, employee payables and other current payables are considered to be the
same as fair values, due to their short term nature
The fair value for loans and security deposits were calculated based on cash flow discounted using a current lending rate.
They are classified as level 3 fair value in the fair value hierarchy due to the inclusion of unobservable inputs, including own
credit risk. The fair value of loans to employees and security deposits approximates the carrying amount
The fair value for borrowings was calculated based on cash flow discounted using a current borrowing rate. They are
classified as level 3 fair value in the fair value hierarchy due to the inclusion of unobservable inputs, including own credit
risk. The fair value of borrowings approximates the carrying amount.
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B Identification of segments
The chief operational decision maker monitors the operating results of its Business segment separately for the purpose of
making decision about resource allocation and performance assessment. Segment performance is evaluated based on profit or
loss and is measured consistently with profit or loss in the financial statements, Operating segment have been identified on the
basis of nature of products and other quantitative criteria specified in the Ind AS 108.
C Segment revenue and results
The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure
268
Consolidated Financials
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* This include only those parties with whom Company had related party transactions.
270
Consolidated Financials
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272
Consolidated Financials
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Consolidated Financials
*. 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.
B. The Hon’ble Supreme Court (“”SC””) has, in a recent decision (‘SC decision’), ruled that various allowances like conveyance
allowance, special allowance, education allowance, medical allowance etc., paid uniformly and universally by an employer to its
employees would form part of basic wages for computing the provident fund (‘PF’ or ‘the fund’) contribution and thereby, has
laid down principles to exclude (or include) a particular allowance or payments from ‘basic wage’ for the purpose of computing
PF contribution. The Company pays special allowance, conveyance allowance and others allowances to its employees as a part
of its their compensation structure, which are not included in the basic wages for the purpose of computing the PF.
As the above said ruling has not prescribed any clarification w.r.t to its application, the Company is in the process of
evaluating the impact on the provident fund contributions. Pending clarification and evaluation of impact of above said,
no provision for employee contribution has been recognised in the financial statements for the year ended 31 March 2019
C. Commitments
Estimated amount of contracts remaining to be executed, to the extent not provided for:
Particulars As at As at
31 March 2019 31 March 2018
Property, plant and equipment (net of advances) 1,320 605
42. Transfer pricing
As per the international transfer pricing norms introduced in India with effect from 1 April 2001 and the domestic transfer pricing
norms introduced with effect from 1 April 2012, the Company is required to use certain specified methods in computing arm’s
length price of international and national transactions between the associated enterprises and maintain prescribed information
and documents relating to such transactions. The appropriate method to be adopted will depend on the nature of transactions/
class of transactions, class of associated persons, functions performed and other factors, which have been prescribed. The
Company is in the process of conducting a transfer pricing study for the current financial year. However, in the opinion of the
Management the same would not have a material impact on these financial statements. Accordingly, these financial statements
do not include any adjustments for the transfer pricing implications, if any.
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44. Dividends
Particulars For the year For the year
ended ended
31 March 2019 31 March 2018
A. Dividend declared and paid during the year
Final dividend declared and paid for the year ended 31 March 2018 ` 2.30 per 5,414 4,943
share (For the year ended 31 March 2017 : ` 2.10 per share)
Dividend distribution tax on final dividend 1,102 483
B. Proposed dividends on equity shares not recognised as liability
Proposed dividends for the year ended 31 March 2019 ` 2.50 per share (For the 5,885 5,414
year ended 31 March 2018 : ` 2.30 per share)
Dividend distribution tax on proposed dividend 1,210 1,102
C. Remittance in foreign currency on account of dividend
Number of non-resident shareholders to whom dividend is remitted 5 5
Number of equity shares held by them 3,90,00,000 3,90,00,000
Amount of dividend paid 897 819
Year to which the dividend relates 2017-18 2016-17
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Consolidated Financials
47
During the previous year, the officers of the directorate of enforcement, ministry of finance, government of India visited
under section 17 of the PMLA 2002, the premises of the Company in an ongoing investigation of some matters pertaining to
Mr. Gautam Khaitan, solicitor and the erstwhile independent director of the Company from 30 July 2007 to 18 April 2013 and in
the course of which statements of some directors/officers of the Company were recorded by them. Nothing incriminating in the
affairs of the Company has been alleged by them so far as on this date.
48 Additional information as required for preparation of consolidated financial statements to Schedule III to the
Act:
31 March 2019
Particulars Holding Company Subsidiaries Companies Consolidation Total
KRBL Limited KRBL DMCC, K B Exports adjustments/
Group Private Limited eliminations
Net assets (i.e. total assets minus
total liabilities)
- as % of consolidated net assets 100% 0% 0% 0% 100%
- Amount 2,71,745 1,142 295 (424) 2,72,758
Share in profit and loss
- as % of consolidated profit and loss 100 (0) 0% 0% 100%
- Amount 50,327 (25) 0 - 50,302
Share in other comprehensive income
- as % of consolidated other 4% 96% 0% 0% 100%
comprehensive income
- Amount 4 91 - - 95
Share in total comprehensive income
- as % of consolidated total 100% 0 0% 0% 100%
comprehensive income
- Amount 50,331 66 0 - 50,397
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49
During the year ended 31 March 2019, the Group reclassified/regrouped certain previous year’s amount i.e. 31 March 2018.
Considering the nature of these reclassification/regrouping, the Company does not intend to present opening balance sheet of
previous year reported. Refer below the reclassified/regrouped amount in the previous year amount-
Reclassification of financial information of previous year ended 31 March 2018 Amount
Reclassification from current year information in Reclassification to in previous year information in
previous year current year
Trade payables Advance to suppliers 1,110
Trade receivables Advances from customers 258
Provisions – non-current, compensated absences Provisions – current, compensated absences 79
Provisions - current Other financial liabilities-employee related payables 718
Employee benefit expenses Other expenses 800
Other income Other expenses 27
Prepayments Other non-current assets - Prepayments 1,280
Prepayments Other current assets – Prepayments 1,077
This is the Summary of the consolidated significant accounting policies and other explanatory information referred to in our report in even date
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of KRBL Limited
Chartered Accountants
Firm's Registration No.: 001076N/N500013
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NOTES
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