The Directors present their Sixty Third Annual Report together with the
audited statements of accounts for the year ended 31st March 2025
REVIEW OF BUSINESS OPERATIONS
During the year ended 31st March 2025, the Company has
recorded a total income of
42,879.75 lakhs as against 41,365.90 lakhs achieved during the
previous year. The profit after tax amounted to 115.17 lakhs as against profit of 780.44
lakhs in the previous year. The Profit before interest, Depreciation, Taxes and
Amortization (EBIDTA) amounted to
1,688.34 lakhs as against 2,653.19 lakhs in the previous year.
There was no change in the nature of business of the Company during the
financial year ended 31st March 2025.
The performance of each business segment of the Company has been
comprehensively discussed in the management Discussion and Analysis Report (forming part
of this Directors' Report).
FINANCE
Your Company has continued to avail need based working capital and
other credit facilities from HDFC Bank Ltd.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The report on Corporate Governance and Management Discussion &
Analysis Report, which forms an integral part of this Report, is annexed to this report.
The Company has complied with the conditions relating to Corporate Governance as
stipulated in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The
Certificate obtained from the Practicing Company Secretary relating to the above is
annexed and forms a part of this report.
SHARE CAPITAL
The Authorised Share Capital of the Company as on 31st March
2025 stands at 1,750 Lakhs divided into 1,45,00,000 (One Crore and FortyFive lakhs) Equity
shares of 10/ (Rupees Ten only) each and 30,00,000 (Thirty Lakhs) Preference shares of 10/
(Rupees Ten only) each.
The Paidup Equity Share Capital of the Company stands at 904.15 Lakhs
divided into 90,41,476 (Ninety Lakhs FortyOne Thousand Four Hundred and Seventy Six)
equity shares of
10/ (Rupees Ten only) each.
During the year under review, the Company has not made any fresh of
shares or any other securities.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to its General Reserves. However, the current year's net profit of 115.17
Lakhs has been carried forwarded under the head Surplus in Profit and Loss Account.
DIVIDEND
Your directors recommend a dividend of 0.50/ per equity share of 10/
each for the financial year ended 31st March, 2025, which if approved at the
ensuing 63rd Annual General Meeting, will be paid to those equity shareholders
whose names appear in the Register of Members as on Wednesday, 3rd September
2025 (Record Date) in respect of shares held in physical form and in respect of shares
held in dematerialized form, the dividend shall be paid on the basis of the beneficial
ownership as per the details furnished by the Depositories for this purpose as on
Wednesday, 3rd September 2025 (Record Date), subject to deduction of Tax at
Source.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)
During the year under review, the Company had transferred an amount of
0.75 Lakhs, being the dividend declared at the 62nd Annual General Meeting held
on 9th September, 2024 in relation to the financial year 202324, pertaining to
the shares already transferred to the designated account of the Investor Education and
Protection Fund Authority (IEPFA) pursuant to Section 124 of the Companies Act, 2013 read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 within the stipulated time and complied with the provisions of the
Act.
Further, pursuant to the provisions of the Companies Act, 2013 read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended from time to time ("the Rules"), all amount of
dividends which remains unpaid or unclaimed for a period of 7 years are required to be
transferred by the Company along with the shares to the IEPF Authority. Accordingly, the
Company has transferred an amount of 1.38 Lakhs, being the amount of dividend relating to
the financial year 201617 which remained unclaimed for a period of 7 years and 32,781
equity shares to the Investor Education and Protection Fund. The details of unclaimed
dividend and shares transferred to the IEPF are also made available on the website of the
Company (www.klrf.in).
COPY OF ANNUAL RETURN
As per the requirements of Section 92(3) and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 the copy of the annual return in the
prescribed Form MGT7 for FY 202425 is placed on the website of the Company www.klrf.in.
BOARD AND COMMITTEE MEETINGS
The Board of Directors has met 5 (five) times during the year under
review. Details of the composition of the Board of Directors and its Committees namely
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, and of the Board and Committee Meetings held during the year under review and
the attendance of the Directors at such Board/ Committee Meetings are provided in the
Corporate Governance Report under relevant heads which forms part of this Report.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively. The Company has duly complied with Secretarial Standards issued by
the Institute of Company Secretaries of India on the meeting of the Board of Directors
(SS1) and General Meetings (SS2).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed
that;
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
b) The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year under review;
c) The Directors have taken proper and sufficient care 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; d) The Directors have prepared the annual
accounts for the financial year ended 31st March 2025 on a going concern basis;
e) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) The Directors had devised proper systems to ensure compliance with
the provision of all applicable laws and that such systems were adequate and operating
effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, there were no instances of frauds
identified or reported by the Auditors during the course of their audit pursuant to
Section 143(12) of the Companies Act, 2013.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent directors have given declarations to the effect
that they meet the criteria of independence as laid down under section 149(7) of the
Companies Act, 2013 read with applicable Schedule and Rules issued thereunder and
Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
(as amended) and that their name is included in the data bank as per Rule 6(3) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended). Further,
they have also declared that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO THE INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
During the year under review, Sri. Harsha Varadaraj (DIN: 06856957) and
Sri. Vijayraghunath (DIN 00002963) were appointed as Independent Directors of the Company
for a first term of five consecutive years with effect from September 20, 2024. The Board
of Directors has evaluated the Independent Directors during the year 202425 based on the
criteria and framework adopted by the Board and opined that the integrity, expertise and
experience (including proficiency) of the Independent Directors is satisfactory.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the Nomination and
Remuneration Committee, has framed a policy which inter alia provides the criteria for
selection and appointment of Directors, Key Managerial Personnel, Senior Management and
the criteria for evaluation of the performance of the Directors / Key Managerial Personnel
/ Senior Management, the remuneration payable to them and other matters provided under
Section 178(3) of the Act and SEBI Listing Regulations. The salient features of the said
policy have been outlined in the Corporate Governance Report annexed to this Report, which
forms part of this report. The Remuneration Policy is placed on the Company's website
at www.klrf.in and the salient features of which is furnished as "Annexure C"
and forms part of this report.
STATUTORY AUDITORS AND BRANCH AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 read with its
relevant Rules made thereunder M/s. Marimuthu and Associates (Firm Registration Number
014572S), Chartered Accountants, Tirunelveli, was appointed as the Statutory Auditor of
the company at the 60th Annual General Meeting held on 14th
September, 2022 to hold such office till the conclusion of 65th Annual General
Meeting ought to be held in the year 2027. Accordingly, no resolution for appointment of
statutory auditor is included in the Notice convening the 63rd Annual General
Meeting.
The Company has also obtained necessary consent under Section 139 and
eligibility certificate under Section 141 from M/s. Marimuthu and Associates (Firm
Registration Number 014572S), Chartered Accountants, Tirunelveli to the effect that their
appointment would be in conformity with the provisions of the Companies Act, 2013.
Further, the Statutory Auditor has confirmed that he is holding a valid Peer Review
Certificate issued by the Institute of Chartered Accountants of India.
Further, in accordance with the provisions of Section 139 of the
Companies Act, 2013 read with its relevant rules made thereunder, M/s VKS Aiyer & Co.,
(Firm Registration No.000066S), Chartered Accountants, Coimbatore, were reappointed as the
Branch Auditors of the Engineering Division of the Company to hold such office for a
period of five consecutive years from the conclusion of the 61st Annual General
Meeting till the conclusion of the 66th Annual General Meeting ought to be held
during the year 2028. The Company has also obtained necessary consent under Section 139
and eligibility certificate under Section 141 from M/s VKS Aiyer & Co., (Firm
Registration No.000066S), Chartered Accountants, Coimbatore, to the effect that their
appointment would be in conformity with the provisions of the Companies Act, 2013.
Further, the Branch Auditor has confirmed that they are holding a valid Peer Review
Certificate issued by the Institute of Chartered Accountants of India.
COST AUDITOR AND MAINTENANCE OF COST RECORDS
The Company has made and maintained cost records pertaining to its
Engineering products as prescribed by the Central Government under Section 148 of the
Companies Act, 2013. Pursuant to the said provision, the Company is required to appoint a
Cost Auditor to audit the cost records pertaining to the Engineering products.
Accordingly, based on the recommendation of the Audit Committee, the Board of Directors,
at their meeting held on 29th May, 2025, has approved the reappointment of M/s.
P. Mohankumar & Co., Cost Accountants (Firm Registration Number: 100490), Coimbatore
as Cost Auditor to audit the cost records pertaining to the Engineering products of the
Company for the financial year 202526 and the remuneration payable to the Cost Auditor for
the said period, subject to ratification by the members by means of passing an Ordinary
Resolution.
As required under the provisions of Section 148 of the Companies Act,
2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, necessary
ordinary resolution seeking members consent to ratify the remuneration payable to M/s P.
Mohankumar & Co. (Firm Registration Number: 100490), Cost Accountants is included in
the Notice convening the 63rd Annual General Meeting of the Company.
Further, the Cost Audit Report for the financial year ended 31st
March 2025 will be submitted with the Central Government in the prescribed form and manner
within the time stipulated under the Act.
SECRETARIAL AUDITORS
The Secretarial Audit Report issued by M/s. MDS & Associates LLP,
(ICSI Firm Unique Code: L2023TN013500 / Peer Review No.6468/2025), Company Secretaries,
Coimbatore for the FY 202425 is annexed as "Annexure A" to this Report.
Further, pursuant to the provisions of Regulation 24A and other
applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with the circulars/ notifications issued by SEBI, from time to time
and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at their
meeting held on May 29, 2025, has recommended the appointment of M/s. MDS & Associates
LLP, (ICSI Firm Unique Code: L2023TN013500 / Peer Review No.6468/2025) as Secretarial
Auditors for a period of 5 (Five) consecutive financial years commencing from FY 202526 to
FY 202930 to the members of the Company for their approval by means of passing an ordinary
resolution. Further, the Secretarial Auditors have given their consent and confirmed their
eligibility for appointment as Secretarial Auditors of the Company. Further, the
Secretarial Auditors have also confirmed that they hold a valid Peer Review Certificate
issued by the Institute of Company Secretaries of India.
Necessary resolution for appointment of Secretarial Auditors is
included in the Notice convening this 63rd AGM. Your Directors recommend their
appointment.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditor in his report. With respect to the observations
of the Secretarial Auditors in their report for the year ended 31st March,
2025, which are selfexplanatory, your Directors wish to state that the delay in reporting
was inadvertently caused due to administrative and other reasons as disclosed to the stock
exchange while reporting such events in accordance with Regulation 30. However, the
company has taken necessary steps and will ensure that there are no such instances going
forward.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
There were no loans / guarantees / securities provided or investments
made by the Company under the provisions of Section 186 of the Companies Act, 2013 during
the year under review. In respect of the investments made in earlier years, the Company
has complied with the provisions of Section 186 of the Companies Act, 2013 and the details
of the investments are given in the relevant notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered into by the Company during the financial year
ended 31st March 2025 with its related parties, as defined under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015,
were in the ordinary course of business and on an arm's length basis. During the
year, the Company has not entered into any transaction with related parties which could be
considered material under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of material
related party transactions as required under Section 134(3) of the Companies Act in Form
AOC2 does not arise. Attention of members is drawn to the disclosures of transactions with
related parties set out in Notes on Accounts forming part of the financial statements.
Further, the Company has formulated a policy on related party
transactions to determine the materiality of related party transactions and to lay down
the procedure in dealing with and to regulate the related party transactions. The policy
on related party transactions, as recommended by the Audit Committee and approved by the
Board, is available on the company's website www.klrf.in.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments, which affect the
financial position of the Company, having occurred since the end of the year and till the
date of Report.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY
The Company has a structured risk management policy. The risk
management process is designed to safeguard the organisation from various risks through
adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in
order to minimize its impact on the business. The potential risks are inventories and
integrated with the management process such that they receive the necessary consideration
during decision making. Further, the provisions of Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 relating to constitution of the
Risk Management Committee are not applicable to the Company.
DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to the amended provisions of Section 135 of the Companies Act,
2013 read with the Companies (Amendment) Act, 2020 (effective from 22nd
January, 2021) the Corporate Social Responsibility Committee ("CSR Committee")
was dissolved with effect from 12th November, 2021 and all the roles,
responsibilities and functions of the Corporate Social Responsibility Committee, as
provided under the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to
time) are being discharged by the Board of Directors of the Company in terms of the said
provisions of the Act and its Rules with effect from the said date.
The requisite information has also been provided in the Corporate
Governance Report forming part of this Directors' Report. Further, based on the
approval of the Board of Directors, the Company has also adopted a Corporate Social
Responsibility Policy which is available on the website of the Company viz
https://www.klrf.in/uploads/Policies/KLRFAmended%20CSR%20 Policy111122.pdf.
As part of its initiatives under its Corporate Social Responsibility
Policy ("CSR Policy"), the company has undertaken various projects towards CSR
initiatives and the said projects are by and large in accordance with Schedule VII of the
Companies Act, 2013 and the CSR Policy of the Company. The Annual Report on CSR Activities
as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed as "Annexure–D" and forms part of this Report.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
OF INDIVIDUAL DIRECTORS
The Board has made a formal annual evaluation of its own performance
and its Committees and of every Individual Directors including the Independent Directors
of the Company based on a structured questionnaire, formulated in accordance with the
performance evaluation criteria approved by the Nomination and Remuneration Committee.
The Board's own performance was evaluated based on the criteria
like structure, governance, dynamics and functioning and review of operations, financials,
internal controls etc.
The performance of the Individual Directors including Independent
Directors were evaluated based on the evaluation criteria laid down under the Nomination
and Remuneration Policy and the Code of Conduct as laid down by the Board. Further, the
Independent Directors, at their separate meeting held during the year 202425, has
evaluated the performance of the Board as a whole, its Chairman and NonExecutive
NonIndependent Directors and other items as stipulated under Schedule IV of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Committees of the Board were evaluated based on the terms of
reference specified by the Board to the said Committee, frequency and effectiveness of
Committee meetings, quality of relationship of the Committee and the management etc. The
Board of Directors were satisfied with the evaluation process which ensured that the
performance of the Board, its Committees, Individual Directors including Independent
Directors adheres to their applicable criteria.
The criteria for evaluation of the performance of the NonExecutive
Directors and Independent Directors have also been explained in the Corporate Governance
Report annexed to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Sri. R. Kannan (DIN: 00951451), NonExecutive
NonIndependent Director, retires by rotation at the ensuing 63rd Annual General
Meeting and being eligible, he has offered himself for reappointment. Your directors
recommend his reappointment.
During the year under review, Sri. Karuppuswamy Gnanasekaran (DIN:
00133645) and Sri. Sudarsan Varadaraj (DIN: 00133533), has retired as NonExecutive
Independent Directors of the Company consequent upon the completion of their second tenure
of five consecutive years with effect from the close of the business hours on 17th
September, 2024. The Board acknowledges and appreciates their invaluable contributions and
services rendered during their tenure as Independent Directors of the Company.
Pursuant to the provisions of Section 161 of the Companies Act, 2013
read with the relevant rules made thereunder and based on the recommendation of the
Nomination and Remuneration Committee, the Board of Directors had appointed Sri. Harsha
Varadaraj (DIN: 06856957) and Sri. Vijayraghunath (DIN: 00002963), as Additional Directors
of the Company, with an intention to appoint them as Nonexecutive Independent Directors
for the first term of 5 consecutive years with effect from 20th September,
2024, subject to the approval of the members of the Company. Subsequently, the appointment
of Sri. Harsha Varadaraj (DIN: 06856957) and Sri. Vijayraghunath (DIN: 00002963) as
Nonexecutive Independent Directors for the first term of 5 consecutive years with effect
from 20th September, 2024 has been approved by the members of the Company by
means of passing necessary special resolution(s) through postal ballot on 25th
October, 2024 and the Company has complied with the provisions of the Act.
Sri. Suresh Jagannathan (DIN: 00011326), has resigned as Executive
Chairman and Director of the Company with effect from 5th November, 2024 due to
his personal and other commitments. Your Directors wish to place their appreciation for
the guidance, invaluable contributions and services rendered by him during his tenure.
Other than the above, there was no change in the composition of the
Board of Directors of the Company during the year under review.
The following are the Key Managerial Personnel of the Company as on 31st
March, 2025;
Sri. Sharath Jagannathan – Managing Director Sri. R. Nagarajan
– Chief Financial Officer Sri. S. Piramuthu – Company Secretary
Pursuant to the applicable provisions of the Companies Act, 2013 and
its relevant rules made thereunder and the Articles of Association of the Company and
based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors, at their meeting held on May 29, 2025, has elected Sri. Sharath Jagannathan
(DIN: 07298941) as Chairman of the Company and designated him as Chairman and Managing
Director of the Company for the remaining period of his current tenure with effect from 29th
May, 2025 and complied with the provisions of the Act.
Pursuant to the provisions of Section 161 of the Companies Act, 2013
read with the relevant rules made thereunder, if any and based on the recommendation of
the Nomination and Remuneration Committee, the Board of Directors, at their meeting held
on 29th May, 2025, has appointed Sri. Rajkumar Agarwal (DIN: 09399020), as an
Additional Director of the Company with effect from 1st July, 2025 and he holds
office upto this ensuing 63rd Annual General Meeting. Necessary resolution for
his appointment as Director of the Company is included in the notice of this 63rd
Annual General Meeting. Your Directors recommends his appointment.
Further, pursuant to the provisions of Section 196, 197, 198, 203,
Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and based on the recommendation of the Nomination and Remuneration
Committee and the approval of the Audit Committee, the Board of Directors, at their
meeting held on 29th May, 2025, has appointed Sri. Rajkumar Agarwal (DIN:
09399020) as Whole time Director (designated as "Executive Director") of the
Company for a period of 3 (three) years commencing from 1st July, 2025, liable
to retire by rotation, subject to the approval of the members of the Company. Necessary
ordinary resolution for his appointment as Whole time Director (designated as
"Executive Director") of the Company for a period of 3 (three) years commencing
from 1st July, 2025 is included in the notice of this 63rd Annual
General Meeting. Your Directors recommends his appointment.
AUDIT COMMITTEE
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company
has constituted an Audit Committee comprising of four members namely Sri. Ashwin Chandran,
Mrs. Kalyani Jagannathan, Sri. Harsha Varadaraj, Sri. Vijayraghunath, all of them being
Independent Directors. Sri. Ashwin Chandran, an Independent Director, is appointed as the
Chairman of the Audit Committee.
The Board has accepted all the recommendations of the Audit Committee,
whenever made by the said Committee, during the year under review.
The details of composition of the Audit Committee including the terms
of reference, the number of meetings held during the year under review and the attendance
of Directors at such meetings are provided in the Corporate Governance Report, which forms
part of this Directors' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
(i) The steps taken or impact on conservation of energy.
Company ensures that the manufacturing operations are conducted in the
manner whereby optimum utilization and maximum possible savings of energy is achieved
(ii) The steps taken by the Company for utilizing alternate source of
energy.
The Company has installed 7.00 MW capacity wind energy for captive
consumption and 6.9 MW (DC Capacity)/ 5 MW (AC Capacity) Solar energy plant for captive
consumption.
(iii) The capital investment on energy conservation equipment.
As the impact of measures taken for conservation and optimum
utilization of energy are not quantitative, its impact on cost cannot be stated
accurately.
B. TECHNOLOGY ABSORPTION
i) Company's products are manufactured by using inhouse know how
and no outside technology is being used for manufacturing activities. Therefore, no
technology absorption is required.
ii) EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT
No specific expenditure of recurring or capital nature is involved in
research and development directly.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, your Company has not earned any foreign
exchange and has incurred foreign exchange outflow of 33.37 Lakhs.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
The company does not have any subsidiaries, associate companies, or
joint ventures.
FIXED DEPOSITS
Your company has not accepted any deposits falling within the meaning
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014. Hence, there are no unclaimed or unpaid deposits as on 31st March 2025.
Further, the details of the unsecured loans accepted by the Company
from its Directors have been disclosed under the relevant notes to the financial
statements.
DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to ratio of remuneration, percentage
increase in remuneration etc., as stipulated under section 197(12) and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed
as AnnexureB to this Report.
In terms of provisions of section 197(12) and rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing
the names of the top ten employees in terms of remuneration drawn forms part of this
report. Pursuant to the second proviso to section 136(1) of the Act, the Annual Report
excluding the said information is being sent to the members of the company. Any member
interested in obtaining such information may send an email to cosec@klrf.in
Further, employees who are in receipt of remuneration in the aggregate
at the rate of not less than 1,02,00,000/ if employed throughout the year or 8,50,000/per
month if employed for part of the year is enclosed in "AnnexureB". There were no
employees who are in receipt of remuneration in excess of the limits under Rule 5(2)(iii)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has established a vigil mechanism and adopted a Whistle
Blower Policy in accordance with provisions of the Companies Act, 2013 and SEBI Listing
Regulations, to provide a formal mechanism to the employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct. The Whistle Blower Policy provides for adequate safeguards against victimization
of employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee. During the year under review, no concerns were received
by the Company. The details of the said policy have been given in the Corporate Governance
Report forming part of this Directors' Report and also, it has been placed on the
Company's website viz., www.klrf.in.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has implemented and evaluated the Internal Financial
Controls which provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes and policies, safeguarding of
assets, prevention and detection of frauds, accuracy and completeness of accounting
records. The Internal Audit Reports were reviewed by the Audit Committee. Further, the
Audit Committee annually reviews the effectiveness of the Company's internal control
system. The Directors and Management confirm that the Internal Financial Controls (IFC)
are adequate and effective with respect to the operations of the Company. A report of
Statutory Auditor pursuant to Section143(3)(i) of the Companies Act, 2013 certifying the
adequacy of Internal Financial Controls is annexed to the Auditor's report.
LISTING
The equity shares of the Company continue to be listed on BSE Limited
and details of listing have been given in the Corporate Governance Report forming part of
this Directors' Report
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and/or material orders were passed by any regulator or
court or tribunal impacting the going concern status and the Company's operations in
future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The disclosure under this clause is not applicable as the Company has
not undertaken any onetime settlement with the banks or financial institutions during the
year under review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has put in place an AntiSexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal complaints Committee (ICC) has been
setup to redress the complaints received regarding sexual harassment of women at
workplace. All employees (permanent, contractual, temporary and trainees) are covered
under this policy. The Company has not received any complaint under the said Act during
the year 202425 and there are no unresolved complaints as on 31st March, 2025.
ACKNOWLEDGEMENTS
Your directors acknowledge with gratitude, the cooperation and
assistance from its bankers. Your Directors would like to thank all Shareholders, Bankers,
Customers and Employees in appreciation of their continued support.
May the Almighty Goddess Lakshmi continue to shower HER choicest
blessings and Continue to grant us prosperity in the years to come.
For and on behalf of the Board
Sharath Jagannathan Ashwin Chandran
Place : Coimbatore Chairman and Managing Director Director Date : May
29, 2025 DIN : 07298941 DIN : 00001884