Dear Members,
Your Directors are pleased to present the Twenty Eighth Annual Report and the Company's
audited financial statement (Standalone and Consolidated) for the financial year ended
March 31,2023.
FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31,2023 is summarised
below:
(Rs in Lakhs)
Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
Total revenue (including other income) |
3,77,588.34 |
4,09,903.64 |
3,31,427.44 |
3,65,069.73 |
Profit before interest, depreciation, exceptional items and tax |
75,380.66 |
95,317.90 |
71,941.90 |
85,501.68 |
Less: Interest and financial charges |
3,926.45 |
15,307.60 |
2,744.34 |
14,811.39 |
Profit Before depreciation, Exceptional items and tax |
71,454.21 |
80,010.30 |
69,197.56 |
70,690.29 |
Less: Depreciation and amortisation |
14,743.35 |
18,070.09 |
13,458.97 |
16,492.06 |
Profit before exceptional items and tax |
56,710.86 |
61,940.21 |
55,738.59 |
54,198.23 |
Less: Exceptional Items - Expenses/(Income) |
(13,796.61) |
(6,184.49) |
(2,139.95) |
(2,139.95) |
Profit before tax |
70,507.47 |
68,124.70 |
57,878.54 |
56,338.18 |
Provision for tax (including Deferred Tax ) |
20,624.15 |
24,183.76 |
19,698.90 |
19,698.90 |
Profit after tax |
49,883.32 |
43,940.94 |
38,179.64 |
36,639.28 |
Add: Other Comprehensive Income |
50.35 |
50.82 |
(62.76) |
(60.12) |
Total Comprehensive Income for the period |
49,933.67 |
43,991.76 |
38,116.88 |
36,579.16 |
Attribution to: |
|
|
|
|
Shareholders of the Company |
49,933.67 |
45,801.42 |
38,116.88 |
38,184.47 |
Non-Controlling Interest |
NA |
(1,860.48) |
NA |
(1,545.19) |
Balance of Profit/(Loss) for earlier years |
2,06,152.00 |
2,13,876.47 |
1,68,675.45 |
1,77,826.88 |
Less: Dividend |
703.09 |
703.09 |
703.09 |
703.09 |
Dividend Tax |
- |
- |
- |
- |
Balance carried forward |
2,55,332.23 |
2,58,974.80 |
2,06,152.00 |
2,13,876.47 |
RESULTS OF OPERATIONS AND THE STATE
OFCOMPANY'S AFFAIRS
The highlights of the Company's performance are as under:
On Standalone basis
Revenue from operations for the FY 2022-23 are reported at Rs 3,74,379.62 Lakhs.
PBDIT (Excluding other income& Exceptional Item) increased by 6.49% to Rs
72,171.94 Lakhs
Profit before tax increased by 21.82% to Rs 70,507.47 Lakhs
Net profit increased by 30.65% to Rs 49,883.32 Lakhs
Net worth increased by 21.96 % to Rs 2,73,427.52 Lakhs
The order book position as on the date of this report stands at Rs 8,87,210
Lakhs (including 3 new HAM projects)
On consolidated basis
Revenue from operations for the FY 2022-23 are reported at Rs 4,06,235.97 Lakhs.
Profit before tax (After exceptional item) increased by 20.92% to Rs 68,124.70
Lakhs
Net worth increased by 7.37 % to Rs 2,74,782.81 Lakhs Reserves
The Company is not proposing to transfer any amount to the General Reserves of the
Company out of the profits made during the year. The total Other Equity (including
securities premium Reserves, General Reserves, Surplus in statement of profit and loss and
other comprehensive income) as on March 31,2023 is Rs 2,67,802.82 Lakhs as against the
Paid-up capital of Rs 5,624.70 Lakhs
Performance of Subsidiaries
Pursuant to the provisions of Section 128 (3) of the Companies Act, 2013 read with Rule
5 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the
Subsidiaries Companies during the Financial Year ended March 31,2023 in form AOC-1 is
annexed herewith as Annexure I.
Dividend
The Board of Directors have recommended a final dividend of Rs 0.25/- per Equity Share
for the financial year ended March 31, 2023 amounting to Rs 703.09 Lakhs. The dividend
shall be paid to the members whose names appear in the Register of Members as on September
22, 2023. In respect of shares held in the dematerialised form, it shall be paid to
members whose names are furnished by National Securities Depository Limited and Central
Depository Services (India) Limited as beneficial owners as on that date.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source
(TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act,
1961.
The dividend payout for the year under review has been formulated in accordance with
the Company's policy linked with long term performance, keeping in view the Company's need
for capital for its growth plans and the intent to finance such plans through internal
accruals to the maximum. The Dividend Distribution Policy of the Company is annexed
herewith marked as Annexure II to this Report. The Dividend Distribution Policy is
posted on the website of the Company and the web link is
http://knrcl.com/images/policies/KNRCL- DIVIDEND-DISTRIBUTION-POLICY.pdf There has been no
change in the policy during the year.
CHANGE IN NATURE OF BUSINESS
During the year under review, there is no change in the nature of business in which the
Company operates.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY.
During the year under review, till the date of this report, there were no material
changes and commitments that may affect the financial position of the Company.
CAPITAL STRUCTURE Authorised Capital:
The authorised share capital of the Company is Rs 60,00,00,000/- (Sixty Crores Only)
divided into 30,00,00,000 (Thirty Crores only) Equity shares of Rs 2/- (Rupees Two only)
each as on March 31,2023.
During the year under review, there was no change in the authorised capital of the
Company.
Paid-up capital:
As on March 31, 2023, the paid-up capital of the Company is Rs 56,24,69,200/- (Rupees
Fifty-Six Crores Twenty-Four Lakhs Sixty-Nine Thousand Two Hundred Only) divided into
28,12,34,600 (Twenty-Eight Crores Twelve Lakhs Thirty-Four Thousand Six Hundred only)
Equity Shares of Rs 2/- (Rupees Two) Each.
ISSUE OF SHARES:
During the year under review, the Company has not issued any securities (including
convertible warrants) by way of Sweat Equity or Employee Stock Options or equity shares
with differential voting rights or by any other way of allotment during the year under
review.
CREDIT RATING:
As on the date of this report, CRISIL has upgraded outlook on the long term bank
facilities from AA-(Positive) to AA/Stable. The short term rating is reaffirmed at A1+.
INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act, 2013, during the year under review the
below amounts were transferred to Investor Education and Protection Fund
a) An amount of Rs 23,168 /- being unclaimed dividend for the Financial Year 2014-15
b) An amount of Rs 47,502/- being unclaimed dividend for the financial year 2015-16
(transferred on April 10, 2023)
The Company had transferred
A) 1488 equity shares pertaining to financial year 2014-15
B) 2959 equity shares pertaining to financial year 2015-16 as required under the
provisions of Section 124(6) of the Companies Act, 2013 to IEPF Authority.
Members are requested to note that dividends not encashed or remaining unclaimed for a
period of 7 (seven) years from the date of transfer to the Company's Unpaid Dividend
Account, shall be transferred to the Investor Education and Protection Fund
("IEPF") established by the Central Government. Further, pursuant to the
provisions of Section 124 of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') as amended
from time to time, all shares on which dividend has not been paid or claimed for seven
consecutive years or more shall be transferred to IEPF Authority as notified by the
Ministry of Corporate Affairs.
The Members/Claimants whose shares, unclaimed dividend have been transferred to IEPF
may claim the shares or apply for refund by making an application to IEPF Authority in
Form IEPF 5 which is available on www.iepf.gov.in along with requisite fee as decided by
it from time to time.
Members who have not yet encashed the dividend warrants from the financial year ended
March 31, 2017 onwards are requested to forward their claims to the Company's Registrar
and Share Transfer Agents without any further delay. It is in Members' interest to claim
any un-encashed dividends and for future, opt for Electronic Clearing Service, so that
dividends paid by the Company are credited to the Members' account on time.
It may be noted that once the unclaimed dividend is transferred to IEPF as above, no
claim shall rest with the Company in respect of such amount. It may also be noted that the
unclaimed dividend amount which were lying with the Company upto the year ended on March
31, 2016, have already been transferred to IEPF. The details of the unclaimed dividends
are available on the Company's website at www.knrcl.comand on the website of Ministry of
Corporate Affairs at www.mca.gov.in. Members are requested to contact the Company's
Registrar and Share Transfer Agent or the Company to claim the unclaimed/unpaid dividends.
Nodal Officer:
Pursuant to the provisions of Rule 7(2B) of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019, the Company has
appointed Smt. Haritha Varanasi, Company Secretary of the Company as Nodal Officer of the
Company.
DIRECTORS:
Non Independent Directors
During the year under review, there are three non-independent Directors in the Board
namely Shri K Narsimha Reddy, Managing Director, Shri K Jalandhar Reddy, Executive
Director and Smt. K Yashoda, Non-Executive Director.
In accordance with the requirements of the Companies Act, 2013 Shri K Jalandhar Reddy,
Executive Director of the Company is liable to retire by rotation at the Annual General
Meeting and, being eligible, offer himself for reappointment at the ensuing Annual General
Meeting.
Save and except the aforesaid, there was no appointment / reappointment of any Director
on the Board of the Company during the year 2022-23.
Brief resume of the Director proposed to be reappointed, nature of their expertise in
specific functional areas, names of the companies in which they hold directorships and
relationships between directors inter-se, as stipulated under Regulation 36 of SEBI (LODR)
Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of
Company Secretaries of India, is annexed to the notice of the Annual General Meeting.
The Board of Directors has complete access to the information within the Company.
Independent Directors have the freedom to interact with the Company's management.
Interactions happen during Board / Committee meetings, when MD / ED are asked to make
presentations about performance of the Company to the Board. Apart from this, they also
have independent interactions with the Statutory Auditors, the Internal Auditors and
external advisors appointed from time to time. Further, Independent Directors meet without
the presence of any management personnel and their meetings are conducted informally to
enable them to discuss matters pertaining to the Company's affairs and put forth their
combined views to the Board of Directors of the Company. Independent Directors
During the year under review, there are there independent directors in the Board namely
Shri L B Reddy, Shri B V Rama Rao and Smt. G Chandra Rekha. The Company has received
declarations from the independent directors of the Company to the effect that they meet
the criteria of independence as laid under the provisions of Section 149 (6) of the
Companies Act, 2013 and Regulation 16 (1) (b) read with Regulation 25 of SEBI (LODR)
Regulations, 2015 in respect of the financial year ended March 31,2023.
The Independent Directors have also confirmed that they are in compliance with the Code
of Conduct as stipulated under Schedule IV of the Companies Act, 2013 and also of the
Company.
In terms of Regulation 25 (8) of SEBI (LODR) Regulations, 2015 the Independent
Directors have also confirmed that they are not aware of any circumstance or situation,
which exists
or which may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence. During the year under report, the Independent Directors of the Company had no
pecuniary relationship or transactions with the Company, except to the extent of sitting
fees and reimbursement of expenses incurred by them for the purpose of attending the
meetings of the Board and its committees.
Proficiency of Directors:
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the Independent Directors of the Company have registered themselves with
the Independent Directors Data Bank maintained by IICA. Except Smt. G Chandra Rekha, who
has appeared and qualified the proficiency test conducted by IICA, none of the other
independent Directors were required to appear for the aforesaid test.
Policy On Director's Appointment and Remuneration and Other Details:
The Nomination and Remuneration Committee has laid down the criteria for Directors'
appointment and remuneration including criteria for determining qualification, positive
attributes and independence of a Director. The following attributes/criteria for selection
have been laid by the Board on the recommendation of the Committee:
- The candidate should possess the attributes such as leadership, professional stature,
domain expertise or such other attributes which in the opinion of the Committee are in the
interest of the Company;
- the candidate should be free from any disqualification as provided under Sections 164
and 167 of the Companies Act, 2013;
- the candidate should meet the conditions of being independent as stipulated under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in case of appointment as an independent director; and
- the candidate should possess appropriate educational qualification, skills,
experience and knowledge in one or more fields of finance, law, management, technical
operations, infrastructure, or such other areas or disciplines which are relevant for the
Company's business.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013 the following are
the Key Managerial Personnel of the Company:
- Shri K Narsimha Reddy |
Managing Director |
- Shri K Jalandhar Reddy Chief Financial Officer |
Whole-time Director & - Company Secretary |
- Smt. Haritha Varanasi |
|
Remuneration policy
The Company has in place remuneration policy to ensure that the Key Managerial
Personnel (KMP) and Senior Managerial Personnel (SMP) shall be competitive in order to
ensure that the Company can attract and retain competent talent.
The remuneration policy of the Company shall ensure that:
The level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors/ KMPs and SMPs of the quality required to run the
Company successfully.
Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.
Remuneration to directors, KMP and SMP involves a balance between fixed and
variable pay reflecting short and long term performance objectives and goals set by the
Company.
Remuneration package is linked to the achievement of corporate performance
targets and a strong alignment of interest with stakeholders.
The detailed remuneration policy of the Company can be accessed at the website of the
Company through the below link:
http://knrcl.com/images/policies/Remuneration-Policy.pdf COMMITEES OF THE BOARD
The Company has duly constituted the following committees as per the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015
a) Audit Committee
b) Stakeholders Relationship Committee
c) Nomination and Remuneration Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
Details of the Committees such as Composition, meetings held during the year under
report are provided in Corporate Governance Report which forms integral part of the Annual
Report.
MEETINGS OF THE BOARD AND COMMITTEES
Five meetings of the Board of Directors were held during the year. The Board of
Directors and Committees have duly met during the year under report and the minutes of the
meetings are duly recorded. The details of the meetings of the Board and its Committees
are provided in the Corporate Governance Report which forms integral part of this report.
RECOMMENDATIONS OF AUDIT COMMITTEE
The Board has taken into consideration, accepted and acted upon all the recommendations
of the Audit Committee.
BOARD DIVERSITY
The Company recognises that having a diverse Board enhances the quality of its
performance. The Company continues to increase the diversity in the Board as and when
required, as the Company believes that it is an essential element in supporting and
attainment of its strategic objectives and its sustainable development. The Company has in
place policy on Board Diversity and can be accessed at http://knrcl.com/images/
policies/Board-Diversity-Policy.pdf.
BOARD EVALUATION
The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of Independent Directors, Board of Directors and Committees of the Board.
The parameters like attendance and participation of Directors in the meetings of the
Board and its Committees thereof, contribution to strategic decision making, financial
statements and business performance have been the basis criteria for performance
evaluation.
The evaluation of Board as a whole and each individual director is performed after
seeking all the inputs from the Directors. The performance evaluation of executive
Directors, Chairperson of the Board is done by the Independent Directors at their separate
meeting.
For the year 2022-23, evaluation of Board as a whole, Nonexecutive and Independent
Directors and Executive Directors of the Company has been duly carried out as per the
policy laid by the Nomination and Remuneration Committee.
FAMILIARISATION PROGRAM FOR INDEPENEDNT DIRECTORS
All Independent Directors are familiarised with the operations and functioning of the
Company. The details of familiarisation program are provided in Corporate Governance
Report which forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
Management's Discussion and Analysis report for the year under review as stipulated
under Regulation 34(2) (e) SEBI (LODR) Regulation, 2015 of the LODR Regulations 2015 is
presented in a separate section forming part of the Annual report
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, Your Directors hereby confirm that:
(a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31,2023 and of the profit of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
IMPLEMENTATION OF CORPORATE ACTIONS, FAILURES IF ANY
During the year under review, no instances of failure to implement corporate actions
were reported.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The report on Corporate
Governance as stipulated under the SEBI(LODR) Regulations,2015, forms an integral part of
this Report. The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance is attached to the report on
Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is committed to enhance value creation in the society and community in
which it operates. Through its conduct, services, and CSR initiatives it will strive to
promote sustained growth in the surrounding environs.
The Corporate Social Responsibility Committee (CSR Committee) has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has been approved by the Board. The
CSR Policy of the Company is available on the website of the Company (http://knrcl.com/
images/policies/knrcl_CSR.pdf ).
The Company has identified three focus areas of engagement which are as under:
1. Promoting education, including special education and employment enhancing vocation
skills especially among children, women, elderly and the differently abled and livelihood
enhancement projects
2. Rural development projects
3. Promoting gender equality, empowering women, setting up homes and hostels for women
and orphans; setting up old age homes, day care centers and such other facilities for
senior citizens and measures for reducing inequalities faced by socially and economically
backward groups;
The Company as part of its Corporate Social Responsibility (CSR) initiative, undertook
projects like promotion of education in rural areas, infrastructure and maintenance and
provide free health care facilities.
The Annual Report on CSR activities carried out by the Company for the 2022-23 is
annexed herewith as "Annexure MI" to this report as required under the
provisions of the Companies Act, 2013 and applicable rules thereunder.
STATUTORY AUDITORS
M/s K P Rao & Co., Chartered Accountants, were re-appointed as Statutory Auditors
of the Company at the 27th Annual General Meeting held on September 28, 2022 for a period
of 5 years ie., upto conclusion of 32nd AGM to be held in the year 2027.
Further, the Statutory Auditor's report does not contain any qualifications,
reservations, adverse remarks or disclaimers. The Statutory Auditors attended the AGM held
on September 29, 2022.
INTERNAL AUDITOR & CONTROLS
The Board of Directors at their meeting held on May 29, 2023, based on the
recommendation of the Audit Committee, has reappointed M/s. K. P Rao Associates, Chartered
Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors
are submitting their reports on quarterly basis. Internal Auditors findings are discussed
and suitable corrective actions are taken as per the directions of Audit Committee on an
on-going basis to improve efficiency in operations.
The Company's internal control systems are well established and commensurate with the
nature of its business and the size and complexity of its operations. The Audit Committee
reviews adequacy and effectiveness of the Company's internal control environment and
monitors the implementation of audit recommendations. The recommendations/suggestions of
the internal auditors are discussed in the Audit Committee meetings periodically.
COST AUDITORS
In accordance with Section 148(3) and other applicable provisions, if any, of the
Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014 the Board of
Directors, upon the recommendation of Audit Committee, at their meeting held on May 29,
2023 has appointed M/s Dendukuri & Co., Cost Accountants, Hyderabad, being eligible
and having sought appointment, as Cost Auditors of the Company, to carry out the cost
audit of the Company for the financial year 2023-24, at a remuneration of Rs 3 Lakhs p.a.
SECRETARIAL AUDITOR
In accordance with Section 204 of the Companies Act, 2013 the Board has re-appointed
M/s. VCSR & Associates, Company Secretaries, to conduct Secretarial Audit for the
Financial year 2023-24. The Secretarial Audit Report for the financial year ended March
31, 2023 is annexed herewith and marked as Annexure IV to this Report.
SECRETARIAL STANDARDS
During the year under report, the Company has duly complied with all the applicable
secretarial standards as issued by the Institute of Company Secretaries of India from time
to time.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
A separate statement containing the salient features of the Financial statements of the
subsidiaries and joint ventures of the Company is prepared in Form AOC-1 which forms part
of the Consolidated financial statements.
The Company has three new companies (SPVs) as wholly- owned subsidiaries namely KNR
Ramatheertham Infra Private Limited, KNR Kaveri Infra Private Limited and KNR
Sriranganatha Infra Private which were incorporated during the financial year.
The Policy for determining material subsidiaries as approved by the Board may be
accessed on the Company's website: http://knrcl.com/images/policies/Policy_on_MATERIAL_
SUBSIDIARIES.pdf
MATERIAL SUBSIDIARIES
During the year 2022-23, the Company has no material subsidiaries as defined under the
provisions of SEBI (LODR) Regulations, 2015. However, as on the date of report, the
Company has two material wholly owned subsidiaries namely KNR Guruvayur Infra Private
Limited and KNR Ramanattukara Infra Private Limited (based on financial statements as on
March 31,2023).
Sale of stake in the subsidiary companies:
The Board at its meeting held on August 30, 2021 has accorded its approval for sale of
100% stake held by the Company in the following companies including transfer of control,
in one or more tranches to Cube Highways and Infrastructures III Pte Limited.
KNR Shankarampet Projects Private Limited,
KNR Srirangam Infra Private Limited and
KNR Tirumala Infra Private Limited
Accordingly, the Company had sought approval from the members of the Company for the
sale of stake at its 26th Annual General Meeting held on September 29, 2021 as required
under the provisions of Regulation 24(5) of SEBI (LODR) Regulations, 2015.
The Company had transferred 49% of its stake held in KNR Tirumala Infra Private Limited
and KNR Shankarampet Projects
Private Limited on December 30, 2021 to Cube Highways and Infrastructure III Pte
Limited.
Further, during the year under review the Company has transferred balance 51% of its
stake held in KNR Tirumala Infra Private Limited and KNR Shankarampet Projects Private
Limited on October 20, 2022 and 100% of its stake in KNR Srirangam Infra Private Limited
on October 14, 2022 respectively. As a result, the aforementioned companies ceased to be
subsidiaries/wholly owned subsidiary of the Company.
NAMES OF COMPANIES WHICH HAVE CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, the below three Companies were ceased to be subsidiaries
of the Company:
a) KNR Tirumala Infra Private Limited
b) KNR Shankarampet Projects Private Limited
c) KNR Srirangam Infra Private Limited
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared in accordance with Indian Accounting
Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified
under Section 133 of the Companies Act, 2013 and other relevant provisions of the
Companies Act, 2013.
The Consolidated Financial Statements for the financial year ended March 31,2023 forms
part of the Annual Report. Further, we undertake that the Annual Accounts of the
subsidiary Companies and the related detailed information will be made available to the
Company's shareholders and to the shareholders of the subsidiary companies seeking such
information at any point of time. Further, the Annual Accounts of the subsidiary Companies
shall also be kept for inspection by any shareholder at the Registered office of the
Company and that of the subsidiary Companies.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
website of the Company at www.knrcl.com
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis.
During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at the
link: http://www.knrcl.com/images/policy_on_materiality.pdf
Your Directors draw attention of the members to Notes to the financial statement which
sets out related party transactions and disclosures.
The Company has not entered into any contracts/ arrangements with related parties
referred to under Section 188(1) of the Companies Act, 2013, not at arms-length basis
during the year. The details of the related party transactions are provided herewith as Annexure
V in Form AOC-2.
DISCLOSURE UNDER REGULATION 34(3) READ WITH SCHEDULE V OF THE LISTING REGULATIONS
RELATED PARTY DISCLOSURE AS PER SCHEDULE V OF THE LISTING REGULATIONS
(Rs in Lakhs)
S In the accounts of No |
Particulars |
Amount at the year ended 2022-23 |
Maximum outstanding amount during the year 2022-23 |
1. KNR Constructions |
(i) Loans/Advances to subsidiaries |
|
|
Limited (Holding |
KNR Agrotech & Beverages Private Limited., |
126.75 |
192.89 |
Company) |
KNR Energy Limited., |
147.34 |
147.34 |
|
KNRC Holdings and Investments Private Limited., |
268.22 |
315.37 |
|
KNR Muzaffarpur Barauni Tollway Private Limited., |
3279.76 |
3279.76 |
|
KNR Infrastructure Projects Private Limited., |
11.09 |
11.09 |
|
KNR Muzaffarpur Holdings Private Limited., |
14.65 |
14.65 |
|
KNR Srirangam Infra Private Limited., |
528.78 |
5,353.22 |
|
KNR Tirumala Infra Private Limited., |
- |
842.88 |
|
KNR Shankarampet Project Private Limited., |
86.20 |
1,694.44 |
|
KNR Somwarpet Infra Project Private Limited., |
1.20 |
86.03 |
|
KNR Palani Infra Private Limited., |
455.16 |
455.16 |
|
KNR Guruvayur Infra Private Limited., |
93.06 |
93.06 |
|
KNR Ramanattukara Infra Private Limited., |
175.02 |
1189.33 |
|
KNR Ramagiri Infra Private Limited., |
437.16 |
437.16 |
|
Benedire Infrastructures and Developers LLP |
0.10 |
0.10 |
|
Manjeri City Infrastructures and Developers LLP |
0.79 |
0.79 |
|
(ii) Loans/advances to associates |
|
|
|
a) Patel KNR Heavy Infrastructures Limited |
27.48 |
27.48 |
|
b) Patel KNR Infrastructures Limited |
0.04 |
0.04 |
|
(iii) Loans/advances to firms/Companies in which Directors are interested |
Nil |
Nil |
2. KNR Constructions Limited (Holding Company) |
Investment by the Loan in the shares of parent company/ subsidiary company when the
Company has made a loan or advance |
|
|
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to Conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo as required under section 217 (!) (e) of the Companies Act,
1956 read with Companies (Disclosure of particulars in the Report of Board of Directors)
Rules, 1988 are as follows:
a) Conservation of Energy
The Company has taken suitable measures for conservation of energy to the extent
possible. However, the core activity of the Company is civil construction which is not an
energy intensive sector where energy consumption is at intensive level.
b) Technology absorption, Adoption and Innovation There is no information to be
furnished regarding Technology Absorption as your Company has not undertaken any research
and development activity in any manufacturing activity nor any specific technology is
obtained from any external sources, which needs to be absorbed or adopted.
I nnovation is a culture in the Company to achieve cost efficiency in the construction
activity to be more and more competitive in the prevailing environment that cannot be
quantified.
The Company has not imported any technology during the last 5 years.
Foreign Exchange Earnings and Outgo
(Rs in Lakhs)
Particulars |
2022-23 |
2021-22 |
1) Foreign Exchange Inwards |
Nil |
Nil |
2) Foreign Exchange Outgo - Import of capital goods and Stores and spares |
171.07 |
593.20 |
DEPOSITS
Your Company has not accepted any deposits covered by the provisions of Section 73 of
the Companies Act, 2013 and the Rules framed there under.
VIGIL MECHANISM
The Company has a Vigil mechanism and Whistle blower policy in terms of the SEBI
(LODR)Regulations, 2015 and the Companies Act, 2013 under which the employees are free
to report violations of applicable laws and regulations and the Code of Conduct.
Protected disclosures can be made by a whistle blower through a dedicated e-mail, or a
letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle
blower policy may be accessed on the Company's website at the link:
http://www.knrcl.com/images/ knrcl_whistleblower.pdf
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website (http://
knrcl.com/images/policies/knrcl_8insider.pdf )
CODE OF CONDUCT
A declaration regarding compliance with the code of conduct signed by the Company's
Managing Director is published in the Corporate Governance Report which forms part of the
annual report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of Loans, Guarantees and Investments made during the Financial Year ended
March 31,2023, covered under the provisions of Section 186 of the Companies Act, 2013 read
with Companies (Meetings of Board and its Powers) Rules, 2014, form part of the Standalone
Financial Statements.
ANNUAL RETURN
As required under the provisions of Section 92 of the Companies Act, 2013, copy of
Annual Return of the Company for the year ended March 31, 2023 is made available on the
website of the Company and the same can be accessed through the following link.
http://knrcl.com/images/annual_reports/Draft-MGT-7-2022-23.pdf
Risk Management
Your Company has constituted a Risk Management Committee and formulated a policy on
Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 to frame, implement
and monitor the risk management plan for your Company. The Committee is responsible for
monitoring and reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The Risk Management Policy of your
Company is posted on the website of your Company which may be accessed at
http://knrcl.com/images/policies/Risk- Management-Policy.pdf
MATERIAL ORDERS PASSED BY COURTS/REGULATORS/ TRIBUNALS
There were no material or significant orders passed by the regulators/courts/tribunals
that would impact
the going concern status of the Company and its future operations.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016.
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
REASONS THEREOF
Not applicable as there were no instances of one-time settlement with the Banks or
financial institutions.
INSURANCE
All the movable properties and assets of the Company are adequately insured for the
year under report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is as follows:
S. Name of Director/KMP No. and Designation |
Remuneration of Director/KMP for financial year 2022-23 (Rs in Lakhs) |
Remuneration of Director/KMP for financial year 2021-22 (Rs in Lakhs) |
% increase in Remuneration in the Financial Year 2022-23 |
Ratio of remuneration of each Director/ to median remuneration of
employees |
Comparison of the Remuneration of the KMP against the performance of
the Company |
1 Shri. K Narsimha Reddy Managing Director |
1,710.00 |
780.00 |
119.23% |
595 |
Profit before Tax and exceptional |
2 Shri. K Jalandhar Reddy Executive Director and CFO |
1,202.40 |
572.40 |
110.06% |
418 |
items increased by 1.74% and Profit after Tax and |
3. Smt. Haritha Varanasi Company Secretary |
11.40 |
12.35 |
(7.69%) |
4 |
Comprehensive Income Increased by 31.00% in 2022-23 |
Note: The total remuneration drawn by Shri K Narsimha Reddy and Shri K Jalandhar Reddy
during the FY 2022-23 includes the following:
Name |
Gross Salary |
Variable Pay for the 2020-21 |
Variable Pay for the 2021-22 |
Shri K Narsimha Reddy |
Rs 7,80,00,000/- |
Rs 5,40,00,000/- |
Rs 3,90,00,000/- |
Shri K Jalandhar Reddy |
Rs 5,64,90,000/- |
Rs 3,60,00,000/- |
Rs 2,70,00,000/- |
The percentage of increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the financial year 2022-23, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against
the performance of the Company are as under:
Further details of top ten employees in terms of remuneration drawn during the
financial year ended March 31, 2023 as required under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended are:
Sl. no. Name of the Employee & Designation |
Age (years) |
Qualification |
*Gross Remuneration in ' |
Experience (years) |
Date of Commencement of Employment |
Previous Employment |
% of holding in the Company |
1 Shri K. Narsimha Reddy Managing Director |
74 |
B.A |
17,10,00,000 |
55 Yrs |
July 11, 1995 |
- |
32.15 % |
2 Shri K.Jalandhar Reddy Executive Director & CFO |
51 |
B.E Computers |
12,02,40,000 |
26 Yrs |
July 11, 1995 |
- |
13.43% |
3. Shri K.Shankar Reddy Vice President |
51 |
B.Tech Civil |
82,48,000 |
26 Yrs |
October 01,1999 |
Rani Constructions |
-- |
4 Shri.V.Narasimha Ramana Sr.Vice President - Technical |
59 |
M.Tech Civil |
69,00,000 |
35 Yrs |
June 09, 2018 |
BSCPL |
|
5 Shri V. Venugopal Reddy Director-Projects |
45 |
B.E |
69,00,000 |
22 Yrs |
August 21,2000 |
- |
0.09% |
6 Shri Maj. T.L. Verma Sr.Vice President - Technical |
66 |
B.E. Civil |
66,00,000 |
43 Yrs |
July 12, 2011 |
LANCO |
|
7 Shri. T. Bhaskar Rao Sr.Vice President - Technical |
55 |
M.Tech Civil |
58,27,200 |
36 Yrs |
August 06, 2018 |
GVR Infra Projects |
|
8 Shri.E.Srinivasa Rao Vice President - Technical |
58 |
B.E Civil |
45,60,750 |
28 Yrs |
December 02, 2012 |
Navayuga |
-- |
9 Shri. S. Vaikuntanathan Vice President (F&A) |
67 |
FCA |
35,47,500 |
42 Yrs |
January 07, 2016 |
Vaibhav Jyothi Power |
-- |
10 Shri. K. Venkata Ram Rao - General Manager (F&A) |
49 |
ACA |
39,00,000 |
23 Yrs |
September 28, 2015 |
Ramky Infrastructures Limited |
|
None of the above employees were relative of any Directors except in the case of
Sri K Jalandhar Reddy and Sri K Narsimha Reddy, Sri K Jalandhar Reddy is the son of Sri K
Narsimha Reddy.
All appointments are / were contractual in accordance with terms and conditions
as per Company rules.
* Gross Remuneration includes perquisites and contribution to Provident fund by the
employer.
ii) The median remuneration of employees of the Company during the financial year was
Rs 2.87 Lakhs;
iii) In the financial year, there was 1% decrease in the median remuneration of
employees;
iv) There were 2,294 employees on the rolls of Company as on March 31,2023
v) Relationship between average increase in remuneration and company performance: -The
Profit before tax and exceptional items for the financial year ended March 31, 2023
increased by 1.74% whereas there was no much (1% Decrease) variation in median
remuneration.
vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the
performance of the Company:
The total remuneration of Key Managerial Personnel was Rs 2959.29 Lakhs whereas the
Profit before tax and after exceptional item was Rs 70,507.47 Lakhs in 2022-23.
vii) a) Variations in the market capitalisation of the
Company: The market capitalisation as on March 31, 2023 at NSE was Rs 7,13,492 Lakhs
(Rs 7,99,128 Lakhs as on March 31,2022)
b) Price Earnings ratio of the Company at NSE was 16.21 as at March 31, 2023 and 23.76
as at March 31,2022;
viii) Average percentage increase made in the salaries of employees other than the
managerial personnel in the financial year 2022-23 was 4.43% whereas the increase in the
managerial remuneration for the same financial year was 110.86%
ix) The key parameters for any variable component of remuneration availed by the
executive directors: Financial performance of the Company
x) The ratio of the remuneration of the highest paid director to that of the employees
who are not directors but received remuneration in excess of the highest paid director
during the year -Not Applicable; and
xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
Policy on Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace
in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and a committee has been set up for redressal of sexual
harassment complaints received.
During the year under review, the Company has not received any complaints pertaining to
Sexual Harassment.
BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORT (BRSR)
Your Company being among the top 1000 listed entities based on market capitalisation,
is required to present the Business Responsibility and Sustainability Report as required
under the Regulation 34(2) (f) of SEBI (LODR) Regulations, 2015. The BRSR of the Company
for the year ended March 31, 2023 forms part of this report and annexed herewith as Annexure
VI.
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
INDUSTRIAL RELATIONS
Your Directors are happy to report that the Industrial Relations have been extremely
cordial at all levels throughout the year. Your Directors record their appreciation for
sincere efforts, support and co-operation of all employees being extended from time to
time to accelerate the growth of the Company.
Appreciation and Acknowledgements
Your Directors wish to place on record their gratitude to the Company's shareholders,
customers, vendors and bankers for their continued support to KNRCL's growth initiatives.
Your Directors also wish to place on record, their appreciation of the contribution made
by employees at all levels, who through their competence, sincerity, hard work, solidarity
and dedicated support, have enabled your Company to make rapid strides in its business
initiatives. Your Directors also thank the Central and State Governments and their various
agencies, particularly, the National Highway Authority of India and other Governmental
agencies for extending their support during the year, and look forward to their continued
support.
For and on behalf of the Board of Directors |
|
of KNR Constructions Limited |
|
K Narsimha Reddy |
K Jalandhar Reddy |
Managing Director |
Executive Director& CFO |
DIN: 00382412 |
DIN:00434911 |
Place: Hyderabad |
|
Date: August 14, 2023 |
|
|