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Updated:20 Sep, 2021, 16:09 PM IST

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Updated:20 Sep, 2021, 16:00 PM IST

DIRECTORS REPORT

TO

THE MEMBERS, KRBL LIMITED 5190, LAHORI GATE, DELHI – 110 006

Your Directors are delighted to present their Report on Company's Business Operations along with the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

2. FINANCIAL REVIEW

Pushed by strong shift in consumer preference towards branded basmati rice in the domestic market and higher price realization in export market, KRBL reported excellent numbers during the year 2014–15. The Company performed extremely well and the highlights of the performance on consolidated basis are as under:

• Revenue from Operations increased by 9% to Rs. 3,160 Crores (P.Y. Rs. 2,910 Crores).

• Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased by 17% to Rs. 532 Crores (P.Y. Rs. 455 Crores).

• Profit after Tax (PAT) increased by 26% to Rs. 322 Crores (P.Y. Rs. 255 Crores).

• PAT Margin increased to 10% (P.Y. 9%).

• Return on Capital Employed (ROCE) increased to 20% (P.Y. 18%).

• Net Worth of the Company increased by 27% to Rs. 1,325 Crores (P.Y. Rs. 1,045 Crores).

• Market Capitalization increased by more than 300% to Rs. 3,925 Crores (P.Y. Rs. 1,179 Crores).

• 3 years Net Sales growth CAGR of 25% and EBITDA growth CAGR of 31%.

• Earning per Equity Share increased to Rs. 13.67 (P.Y. Rs. 10.84).

• Proposed Dividend of 170% for year ended March 31, 2015 as compared to 120% in the previous year.

3. DIVIDEND

Based on the Company's Performance, the Board of Directors are pleased to recommend for approval of the Members a Final Dividend for the year ended on March 31, 2015 on Equity Shares as under: –

Thus the total outgo on account ofFinal Dividend excluding Dividend Distribution tax will be Rs.40,01,62,816 (P.Y. Rs. 28,24,67,870).

In view of the amended provision of section 115–O(1A)(i) of the Income Tax Act, 1961, no provision of Corporate Dividend Tax has been made in the books of accounts as the Company has set–off declared Foreign Dividend from its Subsidiary Company against declare Dividend.

The Final Dividend, if approved, will be paid within 30 days from the date of declaration:

i) to those Members, holding shares in physical form, whose names appear on the Register of Members of the Company

at the close of business hours on Wednesday, September 16, 2015, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before Wednesday, September 16, 2015; and

ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company as at close of business hour on Wednesday, September 16, 2015.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES  OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended March 31, 2015, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

5. TRANSFER TO RESERVES

In view of the robust financial strength of the Company, a sum of Rs.  60 Crores has been transferred to General Reserve out of the amount available for appropriations and an amount of Rs. 1,001.08 Crores is proposed to be carried over to the Balance Sheet.

6. SHARE CAPITAL

The Paid up Equity Share Capital of the Company as on March 31, 2015 was Rs. 23.54 Crores. There has been no change in the Equity Share Capital of the Company during the year. However, Subsequent to Introduction of Schedule III of Companies Act, 2013, the amount of Rs.  4.29 Lacs originally received against forfeited shares, earlier shown as addition to paid–up capital and now has been transferred to General Reserve.

7. TRANSFER TO INVESTOR EDUCATION & PROTECTION  FUND

Pursuant to the provisions of Section 124 read with Section 125 of the Companies Act, 2013, previously Section 205C of the Companies Act, 1956, your Company has transferred Rs.  7,21,844 during the year 2014–15 to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of seven years after declaration of Dividend for the financial year ended 2006–07.

8. AMALGAMATION OF RADHA RAJ ISPAT PRIVATE LIMITED WITH KRBL LIMITED

At the respective meetings held on February 18, 2015, the Board of Directors of the KRBL Limited and Radha Raj Ispat Private Limited, have approved a scheme of amalgamation ("Scheme") of Radha Raj Ispat Private Limited and their respective Shareholders and Creditors with KRBL Limited pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any of the Companies Act, 1956. Radha Raj Ispat Private Limited, a body corporate falling under the category of promoter's group of KRBL Limited is holding 11.86% Equity Shares in KRBL Limited.

Pursuant to the Proposed Amalgamation, individual promoters of KRBL Limited would directly hold shares in KRBL Limited.

This amalgamation would not only lead to simplification of the shareholding structure of KRBL Limited and reduction of shareholding tiers but also demonstrate the promoter group's direct commitment to and engagement with KRBL Limited. There would be no change in the promoter shareholding of KRBL Limited. The promoters would continue to hold the same percentage of shares in KRBL Limited, pre and post the amalgamation of Radha Raj Ispat Private Limited into KRBL Limited.

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

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

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2015.

11. SEGMENT REPORTING

A separate reportable segment forms part of Notes to the Accounts.

12. CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

13. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

Your Company has two subsidiaries viz., KRBL DMCC, Dubai and K B Exports Private Limited, India. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard AS–21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes the Financial Statements of its Subsidiaries. Further, a separate statement containing the salient features of the financial statements of Subsidiaries of the Company in the prescribed form AOC–1 has been disclosed in the Consolidated Financial Statements, which forms part of this report.

Consolidated Turnover grew by 9% to Rs.  3,160 crores as compared to Rs.  2,910 crores in the previous year. Consolidated Net Profit after Tax grew by 26% to Rs.  322 crores as compared to Rs.  255 crores in the previous year.

In terms of provisions of Section 136 of the Companies Act, 2013, the report and accounts of the Subsidiary Companies will also be available on Company's website www. krblrice.com in a downloadable format.

The Company will make available physical copies of these documents upon request by any shareholder of the Company/ Subsidiary, interested in obtaining the same. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

The Members of the Company at the 21st Annual General Meeting held on September 9, 2014 had fixed the tenure of Dr. Narpinder Kumar Gupta, Mr. Vinod Ahuja, Mr. Ashwani Dua, Mr. Shyam Arora and Mr. Devendra Kumar Agarwal as Independent Non–Executive Directors of the Company to hold office for five consecutive years with effect from the date of the Annual General Meeting with an option to retire from the office at any time during the term of appointment. The Company has also issued formal letter of appointment to all the Independent Directors as per Schedule IV of the Companies Act, 2013. Further, No Director or Key Managerial Person(s) has been appointed or has retired or resigned during the year.

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and the Proposed Amended Articles of Association of the Company all directors except Independent Directors are liable to be retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the proposed amended Articles of Association of the Company, Mr. Anil Kumar Mittal, Chairman and Managing Director and Mr. Arun Kumar Gupta, Joint Managing Director, retiring by rotation at the ensuing Annual General Meeting, are eligible for re–appointment. This shall not constitute a break in their offices as the Chairman and Managing Director/Joint Managing Director of the Company.

The brief resume of the Directors being reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

The Board recommends their re–appointment at the ensuing Annual General Meeting.

. AUDIT COMMITTEE

The Audit Committee of KRBL Limited comprises of following 5 (five) Members out of which 4 (four) are Independent Non–Executive Directors and 1 (one) is Executive Director:

17. POLICY ON DIRECTORS APPOINTMENT AND  REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company which includes criteria for Appointment and Re–appointment of Director, the Remuneration payable to Managing and Whole Time Director, the Remuneration payable to Non–Executive Directors and the evaluation of directors is attached as Annexure V which forms part of this report.

18. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2014–15, 6 (Six) Board meetings were held. For details thereof kindly refer to the section 'Board Meeting and Procedures – Details of Board Meetings held and attended by the directors during the financial year 2014–15', in the Corporate Governance Report forming part of this Annual Report.

19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance.

The Companies Act, 2013, notified on April 1, 2014, not only mandates board and director evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, through two circulars (dated April 17, 2014 and September 15, 2014), SEBI has also revised the Equity Listing Agreement, to bring the requirements on this subject in line with the Act.

In accordance with the framework as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, the Board of Directors, in its Meeting held on February 18, 2015, authorised the Nomination and Remuneration Committee to carry out the performance evaluation process and also informed independent directors to call their meeting without the presence of non independent directors.

The Independent Directors had met separately without the presence of Non–Independent Directors and the members of management and discussed, inter–alia, the performance of Non–Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non–Executive Directors.

Board members had submitted to Nomination and Remuneration Committee, their response on a scale of 5 (Excellent)—1 (Performance Needs Improvement) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Nomination and Remuneration Committee has also carried out evaluation of every Directors' performance.

The Directors expressed their satisfaction with the evaluation process.

It was further acknowledged that every individual Member and Committee of the Board contribute its best in the overall growth of the organisation.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors confirm:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable Accounting standards have been followed and that there are no material departures;

ii. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2015 and of the profit of the Company for the Financial year ended March  31, 2015;

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

iv. that the annual accounts for the year ended March 31, 2015 have been prepared on a going concern basis;

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

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

21. DECLARATION BY INDEPENDENT DIRECTORS) AND REffi APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 read with Listing Agreement.

22. OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK  OF THE COMPANY

A detailed review of operations, performance and future outlook of the Company is given separately under the head 'Management Discussion & Analysis' pursuant to Clause 49 of the Listing Agreement, is annexed and forms part of this Annual Report.

23. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND  FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as Annexure 2 which forms part of this report.

24. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMP'S

A statement containing the details of the Remuneration of Directors and KMP's as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 3' which forms part of this Report.

25. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT–9 is attached as Annexure 4 which forms part of this Report.

26. AUDITORS AND AUDITORS' REPORT

i) STATUTORY AUDITORS

M/s. Vinod Kumar Bindal & Co., Chartered Accountants, New Delhi, are the Statutory Auditors of the Company.

Pursuant to the resolution passed by the Members of the Company at the 21st Annual General Meeting (AGM), as held on September 9, 2014, in respect of appointment of M/s. Vinod Kumar Bindal & Co., Chartered Accountants, as Statutory Auditors of the Company, to hold the office till the conclusion of the AGM to be held in the year 2017 and as required under the provisions of Companies Act, 2013, a resolution seeking members approval for the rectification and confirmation of the appointment of M/s. Vinod Kumar Bindal & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of the 23rd Annual General Meeting to be held in the year 2016 forms part of the Notice convening the Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors' Report are self–explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

ii) COST AUDITORS

Pursuant to notification issued by Ministry of Corporate Affairs regarding the Cost Audit of Power Generation & Compliance Report on Cost Records, Your Company has re–appointed M/s. HMVN & Associates, Cost Accountants, New Delhi, as Cost Auditors of the Company to conduct the Cost Audit Functions for the financial year 2015–16.

As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting of the Company.

The Cost Audit Report for the financial year 2013–14 was filed with Ministry of Corporate Affairs.

iii) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DMK Associates, Company Secretaries, New Delhi, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report submitted by them in the prescribed form MR– 3 is attached as Annexure 5' which forms part of this report.

27. CORPORATE GOVERNANCE

At KRBL Limited, it is our firm belief that the quintessence of Good Corporate Governance lies in the phrase 'Your Company'. It is 'Your Company' because it belongs to you — the stakeholders. The Chairman and Directors are 'Your' fiduciaries and trustees.

Their objective is to take the business forward in such a way that it maximizes 'Your' long–term value.

Your Company is devoted to benchmarking itself with global standards for providing Good Corporate Governance. It has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with.

The Board has also evolved and implemented a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the Company's website at the web link: www.krblrice.com/policy– guidelines/codeofbusinessconductethics.pdf. A separate section titled 'Report on Corporate Governance' has been included in this Annual Report along with Auditors Certificate on Corporate Governance.

28. CORPORATE SOCIAL RESPONSIBILITY ffiCSRffi

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Board has constituted the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Ashwani Dua, Independent Non Executive Director. The other members of the Committee are Mr. Anil Kumar Mittal, Chairman and Managing Director, Mr. Anoop Kumar Gupta, Joint Managing Director and Ms. Priyanka Mittal, Whole Time Director.

The said Committee formulated and recommended to the Board for approval a policy on Corporate Social Responsibility. The Board of Directors at its meeting held on August 5, 2014 approved the policy on Corporate Social Responsibility. The said policy has been uploaded in the Company's website at the web link: <http://www>. krblrice.com/policy–guidelines/policy–corporate– social–responsibility.pdf.

The Company's policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is attached as Annexure 6 which forms part of this report.

29. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by in–house Internal Audit Team, supplemented by internal audit checks from Internal Auditors.

Your Company has appointed M/s. Anil Sood & Associates, Chartered Accountants, having their office F90/8, Okhla Industrial Area, Phase–1, New Delhi –110 020, as the Internal Auditors of the Company to conduct the Internal Audit Functions w.e.f July 1, 2014. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.

Independence of the audit and compliance is ensured by direct reporting of Internal Audit Team and Internal Auditors to the Audit Committee of the Board.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re–emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

• All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

• The Company's books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

• The Company has a comprehensive risk management framework.

• The Company has in place a well–defined Vigil Mechanism (Whistle Blower Policy).

• Compliance of secretarial functions is ensured by way of secretarial audit.

• Compliance relating to cost records of the company is ensured by way of cost audit.

31. RISK MANAGEMENT

KRBL has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was constituted by the Board of Directors on February 18, 2015 with responsibility of preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to report key changes in critical risks to the Board/ Audit Committee on an ongoing basis and such other functions as may be prescribed by the Board.

32. RATINGS

The Company received various ratings, which are as follows:

CRISIL: In June 2015, "CRISIL" has reviewed and reaffirmed its "Independent Equity Research" and assigned 3/5 on both fundamental grade and valuation grade. CRISIL assigns fundamental grade of 3/5 i.e. "Good" to the Company against other listed peers on account of its established brand presence, anticipated strong revenue growth, expected ROE expansion and strong position in the market. The valuation grade of 3/5 indicates that the stock has "Good fundamentals" which is in align and on the basis of fair value of Rs.  165 per share as per the CRISIL Report.

ICRA: In September 2014, "ICRA" has reviewed and reaffirmed [ICRA] AA– (pronounced as ICRA AA Minus) rating for Short–term & Long–term bank facilities.

ICRA: In June 2015, "ICRA" has also reviewed and reaffirmed [ICRA] A1+ (pronounced as ICRA A one plus) rating for Commercial Paper (CP) / Short–term Debt (STD) programme for Rs.  150 Crores.

33. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year 2014–15 in terms of Chapter V of the Companies  Act, 2013.

34. PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.  Hence the details required under Section 197(12) are not required to be given.

35. PREVENTION OF SEXUAL HARASSMENT ATWORKPLACE

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has in place a formal policy for prevention of sexual harassment of its women employees.

During the year, no allegations of sexual harassment were filed with the Company.

36. DEPOSITORY SYSTEMS

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2015, almost 99.82% of the Company's Paid–up Capital representing 23,49,74,945 Equity Shares is in dematerialized form with both the depositories.

Your Company has established connectivity with both depositories – National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. Alankit Assignments Limited, a Category–I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

37. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company's shares are listed and actively traded on the below mentioned Stock Exchanges:–

I. National Stock Exchange of India Limited (NSE)

"Exchange Plaza" C–1, Block G,

Bandra–Kurla Complex,

Bandra (East), Mumbai — 400 051

II. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street,

Mumbai — 400 001

During the year under review there is no Change in Capital Structure and Listing of Shares.

38. PARTICULARS OF LOANES) GUARANTEES) OR INVESTMENT®) UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

During the financial year ended March 31, 2015 the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security.

39. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188BL) OF THE COMPANIES  ACT, 2013

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreement. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under Clause 49 of the Listing Agreement. Your attention is drawn to the Related Party disclosures set out in Note no. 30.24 of the Standalone Financial Statements.

The Company has also adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: <http://www.krblrice.com/policy–guidelines/> policy–related–party.pdf.

40. DISCLOSURE ON VIGIL MECHANISM EWHISTLE  BLOWER POLICY)

Your Company has established a mechanism called 'Vigil Mechanism (Whistle Blower Policy)' for directors and employees to report to the appropriate authorities of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

'The Vigil Mechanism (Whistle Blower Policy)' as approved by the Board, is uploaded on the Company's website at the web link:

<http://www.krblrice.com/policy–guidelines/vigilmechanism–whistle–>blower–policy.pdf.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYES OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

42. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the Employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

43. APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co–operation and assistance provided to your company by its bankers, Financial institutions, and government as well as Non–Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thanks the customers, clients, vendors and other business associates for their continued support in the Company's growth.

The Board also takes this opportunity to express its deep gratitude for the continued co–operation and support received from its valued shareholders.

for and on behalf of the Board of Directors

Sd/– Anil Kumar Mittal

Chairman & Managing Director

DIN–00030100

Place : Noida, Uttar Pradesh

Date : July 30, 2015

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