Fifteenth Annual Report 2019-2020 KEIL KEIL

KERALA ENVIRO INFRASTRUCTURE LIMITED 15TH ANNUAL REPORT

TABLE OF CONTENTS

 Notice 3

 Corporate Profile 6

 About the Company 7

 Financial Highlights 9

 Directors’ Report 10

 Balance Sheet 34

 Statement of Profit & Loss 35

 Cashflow Statement 36

 Notes to Financial Statements 38

 Auditors’ Report 64

1 Fifteenth Annual Report 2019-2020 KEIL

2 Fifteenth Annual Report 2019-2020 KEIL

NOTICE OF 15TH ANNUAL GENERAL MEETING

Notice is hereby given that the 15th Annual General Meeting of the members of the Company will be held on Tuesday, the 28th day of July 2020 at 11.00 hrs at the registered office of the Company, Inside FACT CD Campus, Ambalamedu, Kochi - 682 303. KEIL will also facilitate participation of the members through Video Conferencing (VC) to consider the following business: Ordinary Business: 1. To receive and adopt the Annual Accounts of the Company for the year ended 31st March 2020 as audited and reported by the Auditors of the Company and the Directors’ Report to the Shareholders. 2. To declare dividend at the rate of 5% on Paid-up capital of the company for the financial year ended 31st March 2020. 3. To appoint a Director in place of Shri.Arun C Ashar, (DIN:00192088) who retires by rotation and being eligible offers himself for re appointment 4. To appoint a Director in place of Shri.Sunder Balasubramanian, (DIN :02153103) who retires by rotation and being eligible offers himself for re appointment.

For KERALA ENVIRO INFRASTRUCTURE LIMITED

Sd/-

Place : Kochi (Arun C Ashar) Date : 11.05.2020 CHAIRMAN DIN: 00192088

NOTES: 1. In view of the Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 permitted the holding of the Annual General Meeting (“AGM”) through VC. In compliance with the provisions of the Companies Act, 2013 and MCA Circulars, the facility for participation of meeting through VC is arranged for those members who are not able to attend the meeting physically. 2. i) Members who are able to attend meeting physically: Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. ii) Members who are able to attend meeting through VC: AGM is being held pursuant to the MCA Circulars through VC, physical attendance of Members has been dispensed with. However, in pursuance of Section 113 of the Act, representatives of the Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) shall be appointed for participation in the meeting held through VC and they are required to send a scanned copy (PDF/JPGF format) of the relevant Board Resolution/ Authority letter authorizing its representative to attend the AGM through VC.

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3. In compliance with the aforesaid MCA Circulars, Notice of the AGM along with the Annual Report 2019-20 is being sent through speed post as well as electronic mode to those Members whose email addresses are registered with the Company. For receiving the copy of Notice and Annual Report through email, members may send their email ids to [email protected]/ [email protected]. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website www.keralaenviro.com. 4. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. 5. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to shareholders at the prescribed rates. The shareholders are requested to send their PAN number to [email protected]/[email protected] for updating their records. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. 6. For the disbursement of dividend amount directly in the bank account, Members are requested to send scanned copy of duly filled& signed mandate form to [email protected]/ [email protected]. Format of Dividend Mandate form is attached as Annexure I

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC ARE AS UNDER: 1. Members will be able to attend the AGM through VC (Zoom App) by using following link: https://us02web.zoom.us/j/81199968034?pwd=WlBaRkt5RW1lUWVHRkJsc0ZzZnhHdz09 Meeting ID: 811 9996 8034, Password: 065408 One tap mobile +13126266799,,81199968034#,,,,0#,,065408# US (Chicago) +13462487799,,81199968034#,,,,0#,,065408# US (Houston) Dial by your location - +1 312 626 6799 US (Chicago), +1 346 248 7799 US (Houston), +1 646 558 8656 US (New York), +1 669 900 9128 US (San Jose), +1 253 215 8782 US (Tacoma), +1 301 715 8592 US (Germantown) Find your local number: https://us02web.zoom.us/u/kGIG47RZY 2. Facility of joining the AGM through VC shall open 30 minutes before the time scheduled for the AGM 3. Members are requested to confirm whether they will be attending the meeting physically or through electronic mode (through Video Conferencing) and the confirmation of the same may be conveyed through e-mail at [email protected]/[email protected] on or before 25th July 2020. 4. For any assistance for participating in AGM, members can contact Merin Philip, CS at [email protected] /Mr.Amit M Ved at [email protected] (0484 2722141, 241)

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Annexure I DIVIDEND MANDATE FORM From,

To, M/s. Kerala Enviro Infrastructure Limited Inside FACT – Cochin Division Campus, Ambalamedu, Cochin – 682 303 Dear Sir / Madam, I/We request you to arrange for payment of dividend through Direct Credit / NEFT / RTGS etc. to my account as per particulars given below:-

SHARE HOLDER’S DETAILS

Name of Share holder

Folio No.

E-mail id

Phone No.

Bank Name

Branch Name and Address with city PIN code

Account No.

Account Type

MICR Code (9 digits)

IFSC

Encl: Cancelled Cheque Leaf

Seal &Signature of the Shareholder

5 Fifteenth Annual Report 2019-2020 KEIL KEIL Kerala Enviro Infrastructure Limited CORPORATE PROFILE CIN: U24129KL2005PLC017973

Board of Directors Auditors

Arun C. Ashar - Chairman M/s. Krishnamoorthy & Krishnamoorthy Chartered Accountants Ashok Panjwani - Director Paliam Road, Cochin M.B. Trivedi - Director Dr. Parameswaran Moothathu - Director Sunder Balasubramanian - Director Ashok Kumar Sharma - Nominee Director Internal Auditors Nithesh B. - Nominee Director M/s. Manubhai & Shah LLP Chartered Accountants A.S. Kesavan Nampoothiri - Nominee Director Ahmedabad K. George - Independent Director Dr. G. Madhu - Independent Director Bankers

Key Managerial Personnel (i) HDFC Bank Limited Choice Towers Dr. N.K. Pillai - Chief Executive Officer Manorama Branch Amit M. Ved - Chief Financial Officer Kadavanthra Merin Philip - Company Secretary (ii) Axis Bank Limited Palarivattom Branch Audit Committee (iii) State Bank of India Ambalamedu Branch Dr. G. Madhu - Chairman Ashok Panjwani - Member K. George - Member Registered Office

Inside FACT Cochin Division Campus Nomination & Ambalamedu, Cochin - 682 303 Remuneration Committee Phone : 0484-2722141, 241, 341 E-mail : [email protected] Ashok Panjwani - Chairman [email protected] [email protected] Dr. G. Madhu - Member Website : www.keralaenviro.com K. George - Member

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ABOUT THE COMPANY

Kerala Enviro Infrastructure Ltd (KEIL) is a public limited Company functioning at the industrial hub of Ambalamedu, Kochi. The Company is functioning at the 50 acres of land purchased in the name of Govt. of Kerala from FACT-Cochin Division, and leased to KEIL for 50 years. The company disposes solid hazardous waste from various industries in the state of Kerala, in engineered landfills, after treatment if necessary. Background The Hon. Supreme Court of India vide its order dated 14th October 2003 directed closure of all industries operating in violation of Hazardous Waste Rules. The Court also constituted a Monitoring Committee to oversee that the directions of the Court are implemented timely. As per the Supreme Court Order, all the States generating more than 20,000 tonnes /annum of hazardous wastes are to set up facilities for Treatment, Storage and Disposal (TSDF) of solid hazardous waste. The facility has to be created as per the guidelines and norms issued by Central Pollution Control Board (CPCB) and Ministry of Environment & Forest (MoEF), Govt. of India. The Supreme Court Monitoring Committee (SCMC) in their report to the State Govt. in August 2004, directed Kerala State Pollution Control Board (KSPCB) to order closure of industries which were either working without authorization of KSPCB or in violation of Hazardous Waste Rules. The SCMC had also recommended to the Govt. of Kerala to take steps for setting up of a Common TSDF for disposing hazardous solid waste generated by industrial units in the State. In view of the directive from SCMC, the Govt. of Kerala appointed Kerala State Industrial Development Corporation (KSIDC) as the Nodal Agency to take steps for promoting a Special Purpose Vehicle (SPV) for setting up and maintaining a Common Hazardous Waste TSDF (CHWTSDF) in the State. KSIDC promoted the Public Limited Company ‘Kerala Enviro Infrastructure Ltd (KEIL)’ as a Special Purpose Vehicle for implementing the project. M/s UPL Ltd was appointed as the Developers for the project with majority equity participation. Besides M/s UPL Ltd 87 big, medium and small industries in the State are share holders in KEIL. Hazardous Waste Management: The company has a capacity to dispose 10,00,000 MT of hazardous waste over a period of 20 years. The Common TSDF of KEIL is the only facility in Kerala to collect, transport, treat and dispose hazardous waste as per Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016. Secured landfills: Secured landfills are built as per design given by IIT, Delhi and approved by Kerala State Pollution Control Board. Each cell is inspected by experts before construction, during construction and end of construction. Currently KEIL has constructed 6 cells for waste disposal out of which

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5 cells are filled with waste and capped .Sixth cell is in operation now and Construction of the 7th cell is in progress. 8th Cell Construction also will be started after the monsoon period. The wastes which are suitable for direct disposal in the landfill are disposed directly in the landfill and wastes which require pretreatment/stabilization are subjected to necessary treatment before disposal in the landfill. E-Waste Management: KEIL has an authorized collection centre and dismantling facility for e -waste in the state of Kerala. Proposed Diversification Projects: i) Biomedical Waste Treatment Disposal Facility - KEIL has started setting up a Common Biomedical waste Treatment and Disposal Facility at Ambalamedu. After obtaining statutory clearances, order for major equipment have been placed and the plant is scheduled to be commissioned by January 2021. ii) RO Plant - In order to effectively manage the Leachate generated from Landfill, your company has set up a Pre-treatment & Reverse Osmosis Plant (RO Plant) during FY 2019- 20, and the plant is in regular operation now. iv) Landfill Expansion - Company is proposing to expand the existing landfill capacity of 10 Lakh Metric to 27.5 Lakh MT, in order to take care of Hazardous waste disposal requirements of future. KEIL has submitted EIA Report to State Environment Impact Assessment Authority (SEIAA) and this is now under review by SEAC, Kerala.

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FINANCIAL HIGHLIGHTS 2019-20 (in INR)

Revenue 1908.22 Lakhs

Expense 1447.50 Lakhs

Profit Before Tax 460.72 Lakhs

Profit After Tax 385 Lakhs

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DIRECTORS’ REPORT To the Members, Your Directors have pleasure in presenting before you the 15th Annual Report of your Company for the year ended 31st March 2020. The profit and loss account for the year ended 31st March 2020 and the balance Sheet as on that date together with the schedules and notes forming part of Balance Sheet and Profit/Loss Account as audited and reported by the Auditors of the Company are attached herewith. Financial Highlights: Highlights of financial Results as per Ind (AS) for the year are as under: (Rs. ’000) Year Ended Year Ended Particulars 31st March 2020 31st March 2019 Revenue from operations 182561 170306 Other Income 8261 15503 Total Revenue 1,90,822 1,85,809 Cost of Material Consumed 2135 2,532 Depreciation and amortization expense 5033 3,835 Other Expenses 137582 1,13,721 Total Expense 1,44,750 120,088 Profit/Loss before tax 46,072 65,721 Current Tax 7571 12,335 Deferred Tax - - Profit or Loss after Tax 38500 49,246 Other comprehensive income -139 -92

Operational Performance: The total quantity of waste received during the F.Y. 2019-20 is 62610 MT as compared to 65490 MT of waste received during 2018-19. The total income generated by the Company is Rs. 1908.22 Lakhs compared to Rs. 1858.09 Lakhs generated in the previous year, recording an increase of 2.69%. However the expenses increased from Rs. 1200.88 Lakhs of previous year to Rs. 1447.50 Lakhs of current year. The Profit before tax earned by your company is Rs. 460.72 lakh in comparison with Rs. 657.21 lakh earned during the previous year. Expansion Plans i) Biomedical waste Treatment and Disposal Facility Your Directors are happy to inform that, Sanction letter dated 03 Mar 2020 for financial assistance of Rs 90 lacs was received from MoEF & CC for implementing the Biomedical Waste Management project.

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Your Company has started the project by complying all statutory regulations. Some delay in construction activity is anticipated because of the prevailing Covid 19 lockdown in the country. ii) E-waste Dismantling Facility Your Directors are happy to inform the shareholders that the company has commissioned the e-waste dismantling facility in November 2019 and started operations in the facility. iii) Construction of Monsoon Storage Shed The 2nd and 3rd phases of Monsoon Storage Shed having a capacity of 14000 MT of waste was completed during Financial Year 2019-20. This facility is useful for safe storage of waste during monsoon period in Kerala. Your company has received and stored around 20,000 MT of waste in the Monsoon Storage Shed during June to November 2019, which resulted in considerable reduction of leachate generation in the landfill. iv) RO Plant In order to effectively manage the Leachate generated from Landfill, your company has set up a Pre-treatment & Reverse Osmosis Plant (RO Plant) during FY 2019-20, and the plant is regular operation now. v) Expansion of the existing landfill capacity Your company is proceeding with necessary steps for enhancing the existing landfill capacity of 10 Lakh Metric Ton to 27.5 Lakh MT. KEIL has submitted EIA Report to State Environment Impact Assessment Authority (SEIAA) and this is now under review by SEAC, Kerala. Project Presentation for Environmental Clearance was made before SEAC jointly with representative of EIA consultant M/s SSWML. Share Capital: There was no change in the paid up share capital of the company during the year under report. The authorized and paid up capital of the company are Rs. 15,00,00,000/- and Rs. 12,17,34,940/ - respectively. During the Financial Year 2019-20 the company has not issued any shares with differential rights or shares under an employee stock option scheme or sweat equity shares. Transfer to Reserve: The company has transferred an amount of Rs. 385 lakhs to its reserves during the year under scrutiny. Dividend: Your Directors are pleased to recommend a dividend at the rate of 5% on paid up capital of the company for the financial year ended March 2020. 5% of the paid up capital of the company is worked out as Rs. 60,86,747/- (Rs. Sixty lakhs eighty six thousand seven hundred and forty seven only). Transfer of unclaimed dividend to investor education and protection fund: In terms of Section 125(2) of the Companies Act, 2013, no unclaimed or unpaid Dividend relating to the financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government.

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Details of Subsidiary / Joint Ventures / Associate Companies: The Company does not have any Subsidiaries/Joint ventures or Associate Companies. Deposit from Public: The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance Sheet. Directors and Key Managerial Personnel: (i) The composition of Board of Directors as on 31.03.2020 is as follows:

Sl. No. Name of Director Designation 1. Sri.Arun Chandrasen Ashar Director -Chairman 2. Sri Ashok Panjwani Director 3. Sri P.N Parameshwaran Moothathu Director 4. Sri Sunder Ramaswamy Balasubramanian Director 5. Sri M. B Trivedi Director 6. Sri Dr.G.Madhu Independent Director 7. Sri K George Independent Director 8. Sri Ashok Kumar Sharma Nominee Director 9. Sri Nithesh B Nominee Director 10 Sri Kesavan Nampoothiri Nominee Director

During the period under report, Mr. Kesavan Nampoothiri, Executive Director (Production Co- ordination) of FACT was appointed as new nominee Director in the board of KEIL in place of Mr. N Ramakrishanan, who vacated office on 18.02.2020 and Mr. Nithesh B, Manager of Kerala State Industrial Development Corporation Limited was appointed as new Nominee Director in place of Mr. K.G. Ajithkumar, who vacated office on 26.08.2019. During the period under report, Directors Shri. Arun C Ashar and Shri. Sunder Balasubramanian are liable to retire by rotation and being eligible offer themselves for reappointment and your Directors recommend their re appointment. Necessary resolutions proposing their re appointment is being placed at the ensuing Annual General Meeting. (ii) Key Managerial Personnel: As per Section 203 of Companies Act 2013, Companies having more than 10 crores as Paid up share capital are required to appoint Key Managerial Personnel. The details of KMP as on 31st March 2020 are as follows:

Sl. No. Name of KMP Designation 1. Dr.N.K Pillai Chief Executive Officer 2. Amit M. Ved Chief Financial Officer 3. Merin Philip Company Secretary

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Declaration given by Independent Directors: Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Independent Directors of the company viz Dr. G Madhu and Mr. K George have given declaration to the Company that they qualify the criteria of independence as required under Section 149(6) of the Companies Act 2013. Board Meetings: During the Financial Year 2019-20, Five (05) Meetings of Board of Directors were held. The details of the Board Meetings are given below:

Sl. No Date of Board Meeting Board Strength No. of Directors Present 1. 17.04.2019 10 9 2. 12.06.2019 10 6 3. 26.08.2019 9 6 4. 23.12.2019 10 5 5. 18.02.2020 9 8

Directors Responsibility Statement: Pursuant to the requirement of Section 134(5) of the Companies Act 2013, and based on the representations received from the management, the directors hereby confirmed that: a) in the preparation of Annual Accounts for the financial year 2019-20, the applicable accounting standards had been followed, along with proper explanation relating to material departures. b) the directors had selected the 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 at the end of the financial year and of the profit/ loss of the Company for that period. c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities. d) the directors had prepared the annual accounts on an ongoing concern basis; and e) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. Material Changes and Commitment if any under Section 134(3) (l) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report. Disclosure u/s 143(12) The Auditors of the company have not reported any fraud pursuant to section 143(12) of the Companies Act 2013 during the year under review.

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Loans, Guarantees or Investments under Section 186: The Company has neither provided any loans nor any guarantees nor made any investments under Section 186 of the Companies Act, 2013 during the period under report and hence the said provision is not applicable. Related Party Transactions under Section 188: The transaction entered with related parties during the year under review were on arms length basis and in the ordinary course of business .The disclosure under form AOC-2 for the transaction with related party during the period under review is attached as Annexure - I. Explanation on Auditors’ Report There were no qualifications, reservations and adverse remarks made by the Auditors in their report. Annual Return Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and administration) Rules, 2014 an extract of Annual return in MGT- 9 is annexed with this report as Annexure - II. Auditors: At the 14th Annual General Meeting of the Company held on 13.06.2019, the Members of the Company have approved the appointment of M/s Krishnamoorthy & Krishnamoorthy, Chartered Accountants (Firm Registration No. 001488S) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 (five) years from financial year 2019- 20, to hold office from the conclusion of 14th Annual General Meeting of the Company. Secretarial Audit Report: Pursuant to the section 204 of the Companies Act 2013 and the rules made there under relating to Secretarial Audit Report are not applicable to the Company. Statutory Orders: There are no significant and material orders passed by Regulators or courts or tribunals impacting the going concern status of the company and company’s operations. Audit Committee: The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (meeting of the Board and its Powers) Rules, 2014. The members of the Committee are:

Name Category Position Dr. G. Madhu Independent Director Chairman Mr. K. George Independent Director Member Mr. Ashok Panjwani Director Member

During the Financial Year 2019-20, Five (05) Meetings of Audit Committee were held. The details of the Audit Committee meetings are given below:

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Sl. No Date of Committee Meeting Committee Strength No. of Members Present 1. 17.04.2019 3 3 2. 12.06.2019 3 3 3. 26.08.2019 3 3 4. 23.12.2019 3 2 5. 18.02.2020 3 3

All the recommendations made by the Audit Committee were accepted/ approved by the Board. Nomination and Remuneration Committee Nomination and remuneration committee is constituted in compliance with requirements of section 178 of Companies Act 2013 read with Rule 6 of the Companies (meeting of the Board and its Powers) Rules, 2014. The Committee members are: Name Category Position Mr. Ashok Panjwani Director Chairman Prof (Dr) G Madhu Independent Director Member Mr. K. George Independent Director Member

During the Financial Year 2019-20, Two (02) Meetings of Nomination and remuneration committee were held. The details of the Nomination and remuneration committee meetings are given below:

Sl. Date of Committee Number of No. Committee Meeting Strength Members Present 1. 26.08.2019 3 3 2. 23.12.2019 3 2

CSR Committee CSR Committee is constituted in compliance with requirements of section 135 of Companies Act 2013 read with Companies (Corporate Social responsibility) Rules, 2014. The Committee members are:

Name Category Position Shri.Arun C Ashar Director Chairman Mr.Ashok Panjwani Director Member Prof(Dr) G Madhu Independent Director Member Dr.N.K Pillai Chief Executive Officer Member

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During the Financial Year 2019-20, CSR Committee meeting was held on 23.12.2019. Independent Directors Meeting As mandated by Clause VII of Schedule IV of the Companies Act 2013, a Meeting of Independent Directors was held on 26.08.2019 during the Financial Year 2019-20. CSR Policy Your Company is committed to take social responsibility towards the benefit of society at a large. These responsibilities include ensuring environmental sustainability, rural development projects, promoting education etc. These projects are in accordance with Schedule VII of the Act and its CSR policy. The brief report of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company are available on your Company’s website www.keralaenviro.com. Vigil Mechanism Policy In compliance with the provisions of Section 177(9) the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company and was implemented w.e.f 01.02.2016 and further the same was amended on 18.02.2020. The vigil mechanism Policy is disclosed in the website of the company viz., www.keralaenviro.com. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act 2013. The Company has adopted Anti Sexual Harassment policy as per provisions of the Companies Act 2013 and constituted an Internal Compliants Committee to redress complaints received regarding sexual harassment w.e.f 01.02.2016 .On 27.03.2019 and 23.12.2019 Internal Compliant Committee meetings were held and reported that no complaints were filed with the Committee under the provisions of the said Act, during the period under review. Risk Management Policy :- Pursuant to Section 134(3) (n) of the companies Act, 2013 the Company has adequate means for managing and mitigating the possible risks involved in operations and disposal of waste. Details in respect of adequacy of internal controls with reference to the financial statements The company has adequate internal financial controls such as defining authority to authorize financial transactions, Internal Audit and monthly review of financial statement mechanism in vogue. The change in the nature of business, if any; There was no change in the nature of the company’s business during the financial year under review. Conservation of energy and technology upgradation. Your Company has put up a Reverse Osmosis Plant (RO Plant) along with pre treatment plant

16 Fifteenth Annual Report 2019-2020 KEIL at a cost of Rs. 125.8 L for treatment of leachate going to the MEE Plant. This will result in considerable reduction of quantity of leachate going to the MEE Plant which eventually will result in reducing the cost of energy and other operating cost. Foreign Exchange Earnings / Outgo- During the Financial Year 2019-20, the Company has not carried out any activities relating to the export and import. There was no foreign exchange inflow or outflow during the year under report. Acknowledgement Your Directors place on record their deep sense of gratitude to the Government of Kerala, KSIDC, local authorities, FACT, HDFC Bank Ltd, Axis Bank Ltd, State Bank of India, Kerala State and Central Pollution Control Boards, Ministry of Environment Forest and Climate Change and several other Central and State Government authorities for their continued support. Your Directors also wish to convey their deep appreciation and gratitude to the shareholders, valued customers and employees for their whole-hearted support and co-operation.

For KERALA ENVIRO INFRASTRUCTURE LIMITED

Sd/-

Place : Kochi Shri. Arun C Ashar Date : 11.05.2020 Chairman DIN: 00192088

17 Fifteenth Annual Report 2019-2020 KEIL Annexure - I FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 Form for Disclosure of particulars of contracts\arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm’s length basis - NIL 2. Details of contracts or arrangements or transactions at Arm’s length basis.

Particulars Details Sl. No. Name (s) of the Shivalik solid waste BEIL BEIL Research Fertilisers & Chemicals related party management limited Infrastructure Ltd Consultancy (P) Ltd Travancore Ltd a Nature of Mr. Arun Chandrasen Mr. Arun Chandrasen Mr. Ashok Panjwani, Shareholder of the relationship Ashar, Mr. Mukul Ashar and Mr. Ashok M.B. Trivedi and Mr. company holding Bhupendra Trivedi, Mr. Panjwani, Directos are Ashok Kumar Sharma, 25.66% Ashok Kumar Sharma, interested. Directors are Dr. Parameshwaran interested. Moothathu, Mr. Ashok Panjwani and Sunder Ramaswamy Balasubramanian, Directors are interested b Nature of Work of conducting Providing consultancy, Providing consultancy, i) Gypsum Stacking contracts/ EIA Landfill Expansion supervision and other supervision and other Work arrangements/ services. services for ii) Collection and transaction i) construction of disposal of Hazardous Monsoon Storage waste (FACT-CD & Shed, UDL) ii) Gypsum Stacking Work, iii) RO Plant and iv) e-waste dismantling facility v) Various diversification projects including Biomedical waste Treatment Facility c Salient terms of Arm’s length Basis Arm’s length BasisArm’s length Basis Arm’s length Basis the contracts or arrangements or transaction d Date of approval 11.04.2018 17.04.2019i) 28.06.2018, 24.09.2018 (BM) by the Board/GM ii) 24.09.2018, iii) 02.11.2017, iv) 11.04.2018, v) 21.01.2019 (EGM) e Amount paid as Nil NilNil Nil advances, if any f Amount of the Rs.12,00,000 Rs. 25 lakhs (i)-(iv) 15% Project i) 2,98,68,115 (Excl contract Plus GST plus GST Cost Tax) ii) Based on v) 150 L per year quantity of Waste for five years received

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Annexure - II

Form No. MGT - 9 EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN U24129KL 2005 PLC 017973 ii) Registration Date 04-03-2005 iii) Name of the Company Kerala Enviro Infrastructure Limited iv) Category / Sub-Category of the Company Public Company - Limited by Shares v) Address of the Registered KEIL, Inside FACT (CD) Campus, Office and contact details Ambalamedu, Ernakulam, Kerala - 682 303 Tel: 0484-2722141, 241 E-mail: [email protected] vi) Whether listed company No vii) Name, Address and Contact details of Registrar and Transfer Agent, if any NIL

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the total turnover of the company shall be stated)

Sl. Name and Description of NIC Code of the % to total turnover No. main products \ services Product \ service of the company 95.6% 1 Hazardous waste management 99943210 (excluding Other Income)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - NIL

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) a). Category-wise Share Holding

No. of Shares held at the beginning No. of Shares held at the end of % of the year (As on 01-04-2019) the year (As on 31-03-2020) Category of Change Shareholders % of % of during Demat Physical Total Total Demat Physical Total Total the year Shares Shares A. Promoters (1) Indian a) Individual/HUF 4 4 0.00003286 440.00003286 b) Central Govt c) State Govt(s) d) Bodies Corp. 10633000 10633000 87.35% 10633000 10633000 87.35% - e) Banks/FI f) Any other (Government Companies) - Total shareholding of Promoter (A) 10633004 10633004 87.35% 10633004 10633004 87.35% - B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks/FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (Cooperative Societies) 40,800 40,800 0.33% 40800 40800 0.33% - Sub-total (B)(1):- 40,800 40,800 0.33% 40800 40800 0.33% - 2. Non-Institutions a) Bodies Corp i) Indian 1498690 1498690 12.31% 1498690 1498690 12.31% ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 1000 1000 0.00821457 1000 1000 0.00821457 ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

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No. of Shares held at the beginning No. of Shares held at the end of % of the year (As on 01-04-2019) the year (As on 31-03-2020) Change Category of during Shareholders % of % of Demat Physical Total Total Demat Physical Total Total the Shares Shares year c) Others (specify) Non Resident Indians Overseas Corporate Bodies Foreign Nationals Clearing Members Trusts Foreign Bodies - D R Sub-total (B)(2):- 1499690 1499690 12.32 1499690 1499690 12.32 - Total Public Shareholding B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 12173494 12173494 100% 12173494 12173494 100% - b). Shareholding of Promoters Shareholding at the Shareholding at the beginning of the year end of the year % change Share % of shares % of shares Sl. % of total % of total in share hoIder’s pledged/ pledged/ No. No. of shares of No. of shares of holding Name encumbered encumbered shares the shares the during to total to total company company the year shares shares 1 UPL Ltd 3350000 27.52 - 3350000 27.52 - - 2 FACT 3124000 25.66 - 3124000 25.66 - - 3 ETL 2410000 19.80 - 2410000 19.80 - - 4 KSIDC 999000 8.21 - 999000 8.21 - - 5 BEIL Infrastructure Ltd 750000 6.16 - 750000 6.16 - - 6 T.P. Thomaskutty 1 0.0000082 - 1 0. 0000082 - - 7 R Prasanth 1 0. 0000082 - 1 0. 0000082 - - 8 Jose Kurian Mundakkal 1 0. 0000082 - 1 0. 0000082 - - 9 MT Binil Kumar 1 0. 0000082 - 1 0. 0000082 - - TOTAL 10633004 87.35 - 10633004 87.35 - -

21 Fifteenth Annual Report 2019-2020 KEIL c). Change in Promoters’ Shareholding (please specify, if there is no change) : NIL Shareholding at the Cumulative shareholding beginning of the year during the year Sl. Particulars % of total % of total No. No. of No. of shares of shares of shares shares the company the company At thebeginning of the year - - - - Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (eg. allotment / transfer / bonus/ sweat equity etc): At the End of the year - - - - d). Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs): Appendix - 01 Shareholding at the Cumulative shareholding beginning of the year during the year Sl. For each of the Top 10 Shareholders % of total % of total No. No. of No. of shares of shares of shares shares the company the company At thebeginning of the year - - - - Date wise Increase / Decrease in Share hoIding during the yearspecifying the reasons for increase / decrease (e.g. aIIotment / transfer / bonus / sweat equity etc): At the End of the year (or on the date of separation, if separated during the year) - - - - e). Shareholding of Directors and Key Managerial Personnel: NIL Shareholding at the Cumulative shareholding beginning of the year during the year Sl. Shareholding of each Directors % of total % of total No. and each Key Managerial Personnel No. of No. of shares of shares of shares shares the company the company At thebeginning of the year - - - - Date wise Increase / Decrease in Share holding during the yearspecifying the reasons for increase / decrease (e.g.allotment / transfer / bonus/ sweat equity etc): At the End of the year - - - -

22 Fifteenth Annual Report 2019-2020 KEIL

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment: NIL Indebtedness at the beginning Secured Loans Unsecured Deposits Total Indebtedness of the financial year excluding deposits Loans Indebtedness at the beginning of the financial year i) Principal Amount ------ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) ------Change in Indebtedness during the financial year * Addition * Reduction ------Net Change Indebtedness at the end of the financial year i) Principal Amount - - - - ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL : NA a). Remuneration to Managing Director, Whole-time Directors and/or Manager Sl. Name of MD/WTD/ Manager Total Particulars of Remuneration No. Amount 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 2 Stock Option 3 Sweat Equity 4 Commission - as % of profit - others, specify 5 Others, please specify Total (A) Ceiling as per the Act

23 Fifteenth Annual Report 2019-2020 KEIL b). Remuneration to other directors: Appendix - 02 Sl. Name of MD/WTD/ Manager Total Particulars of Remuneration No. Amount 1 Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) 2 Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total ManagerialRemuneration Overall Ceiling as per the Act c). REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD

Sl. Key Managerial Personnel Particulars of Remuneration No. CEO CS CFO Total 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 25,76,379 71,29,18 14,97,700 47,86,997 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 2 Stock Option 3 Sweat Equity 4 Commission - as % of profit others, specify 5 Others, please specify Total 25,76,379 71,29,18 14,97,700 47,86,997

24 Fifteenth Annual Report 2019-2020 KEIL

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES : NIL Section Details of Penalty / Authority Appeal made, of the Brief Punishment/ Type [RD / NCLT if any (give Companies Description Compounding fees / COURT] Details) Act imposed A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding

25 Fifteenth Annual Report 2019-2020 KEIL

Appendix - 01

Shareholding pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): ANNEXURE - 01 Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 01 UPL Limited No. of shares shares of shares of the shares the company company At the beginning of the year 33,50,000 27.52 33,50,000 27.52 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 33,50,000 27.52 33,50,000 27.52

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 02 FACT No. of shares shares of shares of the shares the company company At the beginning of the year 31,24,000 25.66 31,24,000 25.66 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 31,24,000 25.66 31,24,000 25.66

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 03 ETL No. of shares shares of shares of the shares the company company At the beginning of the year 24,10,000 19.80 24,10,000 19.80 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 24,10,000 19.80 24,10,000 19.80

26 Fifteenth Annual Report 2019-2020 KEIL

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 04 KSIDC No. of shares shares of shares of the shares the company company At the beginning of the year 9,99,000 8.21 9,99,000 8.21 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 9,99,000 8.21 9,99,000 8.21

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 05 BEIL Infrastructure Limited No. of shares shares of shares of the shares the company company At the beginning of the year 7,50,000 6.16 7,50,000 6.16 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 7,50,000 6.16 7,50,000 6.16

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 06 KMML No. of shares shares of shares of the shares the company company At the beginning of the year 1,75,000 1.43 1,75,000 1.43 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 1,75,000 1.43 1,75,000 1.43

27 Fifteenth Annual Report 2019-2020 KEIL

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 07 CMRL No. of shares shares of shares of the shares the company company At the beginning of the year 1,75,000 1.43 1,75,000 1.43 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 1,75,000 1.43 1,75,000 1.43

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 08 Binani Zinc Limited No. of shares shares of shares of the shares the company company At the beginning of the year 1,75,000 1.43 1,75,000 1.43 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 1,75,000 1.43 1,75,000 1.43

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total Travancore Titanium No. of 09 No. of shares shares of shares of the Products Limited shares the company company At the beginning of the year 1,16,300 0.95 1,16,300 0.95 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 1,16,300 0.95 1,16,300 0.95

28 Fifteenth Annual Report 2019-2020 KEIL

Shareholding at the Cumulative Shareholding SN For each of the Top 10 Shareholdres beginning of the year during the year % of total % of total No. of 10 Cochin Shipyard Limited No. of shares shares of shares of the shares the company company At the beginning of the year 70,000 0.57 70,000 0.57 Date wise increase/decrease in promoters shareholding during the year specifying the reasons for increase / decrease (eg. allotment/transfer/bonus/ sweat equity etc.) - - At the end of the year 70,000 0.57 70,000 0.57

Appendix - 02 Sitting Fee to Directors (Amount in Rupees)

Particulars of Total SN Name of Directors Remuneration Amount 1 Independent Directors Mr. K. George Dr. G. Madhu - Fee for attending board meetings 24,000.00 30,000.00 60,000.00 Fee for Audit Committee Meeting 24,000.00 30,000.00 60,000.00 2 Other Non-Executive Mr. K.G. Ajith Kumar Mr. N. Mr. Nithesh B. - Directors Ramakrishnan Fee for attending board committee meetings 6,000.00 12,000.00 12,000.00 30,000.00 Commission - - - Others, please specify - - -

29 Fifteenth Annual Report 2019-2020 KEIL

Annexure - III

REPORT ON CSR ACTVITIES FOR THE YEAR ENDED 31ST MARCH 2020

1. Brief outline of the Company’s CSR Policy: KEIL is committed to build a sustainable business with strong social relevance and a commitment to inclusive growth and contribute to the society by supporting causes on various concerns including healthcare, environmental sustainability, promoting education and other rural development activities etc. The Company focuses on CSR activities as specified in Schedule VII of the Companies Act, 2013 and accordingly the projects have been identified and recommended by the CSR Committee and approved by the Board. The Company has framed the CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is outlined below: Our Objectives: The main objective of the CSR Policy is to lay down guidelines for Kerala Enviro Infrastructure Limited to make CSR as one of the key focus areas to adhere to KEIL’s interest in environment and society that focuses on making a positive contribution to society through effective impact and sustainable development programs. Areas of Focus: Your Company focuses on the following major areas, with preference being given to the local areas where the company operates: i. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation( including contribution to the Swacch Bharat Kosh set-up by the Central Government for the promotion of sanitation) and making available safe drinking water; ii. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects; iii. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups; iv. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water (including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga); v. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts; vi. Measures for the benefit of armed forces veterans, war widows and their dependents;

30 Fifteenth Annual Report 2019-2020 KEIL vii. Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports; viii. Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, and other backward classes, minorities and women; ix. Contribution to incubators funded by Central Government or State Government or any agency or Public Sector Undertaking of Central Government or State Government, and contributions to public funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous Bodies (established under the auspices of Indian Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department of Atomic Energy (DAE), Defence Research and Development Organisation (DRDO), Department of Science and Technology (DST), Ministry of Electronics and Information Technology) engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs; x. Rural Development Projects; and xi. Slum area development xii. Disaster management, including relief, rehabilitation and reconstruction activities. a) Overview of the major activities undertaken during the Financial Year 2019-20: a) Your Company has contributed an amount of Rs.1,60,104/ towards financial assistance to Govt U.P School Puttumanoor for improving the quality of education of children. b) In order to rennovate a water stream an amount of Rs. 5,00,000/- was contributed to Vadavucode-Puthencruz Grama Panchayth,in response to a request from the Panchayth. c) As part of promoting sanitation in the local area,the company has contributed an amount of Rs. 100,000/- to Vadavucode-Puthencruz Grama Panchayth for providing uniforms to members of the Haritha Karma sena. d) Your company has provided food kits to economically backward people during COVID 19 crisis. 2. Composition of CSR Committee:

Sl. No. Name of the member Designation in committee 1 Shri. Arun C Ashar Chairperson 2 Shri. Ashok Panjwani Member 3 Prof.Dr. G Madhu Member 4. Dr.N.K Pillai Member

31 Fifteenth Annual Report 2019-2020 KEIL

3. Financial details as sought under Section 135 of the Companies Act, 2013 for the FY 2018-19: i. Average Net Profit of the Company for last three years: Rs. 35,801,964 ii. Prescribed amount for CSR Expenditure (i.e. 2% of item i): Rs. 7,16,039/- iii. Details of CSR spent during the financial year: a) Total amount to be spent for the financial year;: Rs. 7,16,039/- b) Amount unspent (Previous Year) : 0 c) Manner in which the amount was spent during the financial year is given below:

Sl. CSR Projects / Sector in projects or Amount Amount spent Cumulative Amount spent No. activities which the programs outlay on the projects / expenditure directly / Identified Project is i) Local area or (Budget) Program upto to the through covered other, project / Sub Heads: reporting implementing ii) Specify the Program i) Direct period agencies state and wise expenditure on district where projects or projects or programs, programs was 2) Overhead undertaken 1 Education and Promoting Local Area 1,60,104/- 1,60,104/- 1,60,104/- Directly by the Knowledge education covered by (Direct Company Development Govt UP expenditure) through School School Puttumanoor, Management Enakulam (Dt), Kerala 2 Cleaning and maintaining Local Area 5,00,000/- 5,00,000/- 5,00,000/- Directly by the renovation of quality of covered by (Direct Company water stream water Vadavucode- expenditure) through Puthencruz Grama Grama Panchayth Panchayth, Enakulam (Dt), Kerala 3 Stiching and promotion Local Area 1,00,000/- 1,00,000/- 1,00,000/- Directly by the printing of of sanitation covered by (Direct Company Cotton bags Vadavucode- expenditure) through and overcoats Puthencruz Grama for Haritha Grama Panchayth karma sena Panchayth, members for Enakulam (Dt), removal of Kerala waste. 4 Food Kits Eradicating Local Area- 48,000/- 48,000/- 48,000/- Directly by the distribution hunger Ambalamedu, (Direct Company during COVID Enakulam (Dt), expenditure) 19 crisis Kerala Total 8,08,104/- 8,08,104/- 8,08,104/-

32 Fifteenth Annual Report 2019-2020 KEIL

4. In c ase the company has failed to spend the two percent, of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report : Not Applicable. The Company has spent the required amount. Our Responsibility The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company is reproduced below; ‘The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of the Company.’

For Kerala Enviro Infrastructure Limited

Sd/- Sd/- Place: Kochi Shri. Arun C Ashar Shri. Ashok Panjwani Date:11.05.2020 (Chairman CSR Committee) Director (DIN: 00192088) (DIN: 00200220)

33 Fifteenth Annual Report 2019-2020 KEIL

BALANCE SHEET AS AT 31ST MARCH 2020 (Rs. in ’000) Note As at 31st As at 31st Particulars Number March, 2020 March, 2019 ASSETS 1 Non - Current Assets a. Property, Plant and Equipment 4.01 121,051 38,801 b. Capital Work in Progress 4.02 4,826 - d. Financial Assets (i) Other Financial Assets 4.03 107,448 96,170 e Other non - current Assets 4.04 6,555 898 2 Current Assets a. Inventories 4.05 60,032 67,414 b. Financial Assets (i) Trade Receivables 4.06 32,212 42,659 (ii) Cash and cash equivalents 4.07 12,518 10,662 (iii) Bank Balances other than (ii) above 4.08 12,731 51,704 (iv) Other Financial Assets 4.09 205 210 c. Current Tax Assets (Net) 4.10 6,253 2,202 d. Other Current Assets 4.11 6,959 8,797 Total Assets 370,790 319,517 EQUITY AND LIABILITIES Equity Equity Share Capital 4.12 121,735 121,735 Other Equity 4.13 78,768 47,720 Liabilities 1 Non - Current Liabilities a. Financial Liabilities (i) Borrowings 4.14 5,749 - b. Provisions 4.15 114,279 87,777 c. Other non - current liabilities 4.16 30,152 30,981 2 Current Liabilities a. Financial Liabilities (i) Trade Payables 4.17 (A) Total outstanding dues of Small Enterprises and Micro Enterprises (B) Total outstanding dues of creditors other than small enterprises and micro enterprises 9,127 12,142 (ii) Other financial liabilities 4.18 3,799 1,833 b. Other current liabilities 4.19 7,101 8,702 c. Provisions 4.20 79 8,627 Total Equity and Liabilities 370,790 319,517 Significant Accounting Policies & Notes forming part of Financial Statements

As per our separate report of even date attached For Krishnamoorthy & Krishnamoorthy Chartered Accountants (Firm Reg. No. 001488S) For and on behalf of the Board of KERALA ENVIRO INFRASTRUCTURE LIMITED (Sd/-) CA KT Mohanan (Sd/-) (Sd/-) Partner Arun C. Ashar Ashok Panjwani (Membership No. 201484) Director (DIN: 00192088) Director (DIN: 00200220) Place: Cochin - 16 (Sd/-) (Sd/-) (Sd/-) Date: 14th May 2020 Dr. N.K. Pillai Amit M Ved Merin Phillip UDIN - 20201484AAAABO7876 C.E.O. C.F.O. C.S. 34 Fifteenth Annual Report 2019-2020 KEIL

STATEMENT OF PROFIT AND LOSS

FOR THE PERIOD ENDED 31ST MARCH 2020 (Rs. ’000)

Note Year ended Year ended Particulars Number March 31, 2020 March 31, 2019

INCOME I Revenue from Operations 4.21 182,561 170,306 II Other Income 4.22 8,261 15,503

III Total Income (I + II) 190,822 185,809

IV Expenses Cost of Materials Consumed 4.23 2,135 2,532 Operating Expenses 4.24 73,428 63,741 Employees Benefit Expenses 4.25 21,200 16,183 Finance Cost 4.26 5 251 Depreciation and Amortisation Expenses 4.01 5,033 3,835 Other Expenses 4.27 42,949 33,546

Total Expenses (IV) 144,750 120,088

V Profit/Loss before Exceptional Items and tax (III - IV) 46,072 65,721 VI Exceptional Items VII Profit/(Loss) before tax (V - VI) 46,072 65,721 VIII Tax Expense: 7,571 16,475 a. Current Tax (Refer Note 4.39) 7,571 12,335 b. MAT Credit Entitlement - 4,140 IX Profit/(Loss) for the period (VII - VIII) 38,500 49,246 X Other Comprehensive Income (i) Items that will not be reclassified to profit or loss a. Remeasurement of defined employee benefit plan -116 -92 (ii) Income Tax relating items that will not be reclassified to profit or loss -23 Total other comprehensive income/(loss) (net of tax) -139 -92 XI Total Comprehensive Income for the period 38,361 49,154 Profit/(Loss) + Other Comprehensive Income) XII Earnings per equity share (a) Basic 4.28 3.16 4.05 (b) Diluted 3.16 4.05

Significant Accounting Policies & Notes forming part of Financial Statements As per our separate report of even date attached For Krishnamoorthy & Krishnamoorthy Chartered Accountants (Firm Reg. No. 001488S) For and on behalf of the Board of KERALA ENVIRO INFRASTRUCTURE LIMITED (Sd/-) CA KT Mohanan (Sd/-) (Sd/-) Partner Arun C. Ashar Ashok Panjwani (Membership No. 201484) Director (DIN: 00192088) Director (DIN: 00200220) Place: Cochin - 16 (Sd/-) (Sd/-) (Sd/-) Date: 14th May 2020 Dr. N.K. Pillai Amit M Ved Merin Phillip UDIN - 20201484AAAABO7876 C.E.O. C.F.O. C.S. 35 Fifteenth Annual Report 2019-2020 KEIL (Rs. ’000) STATEMENT OF CASH FLOW FOR THE PERIOD ENDED 31ST MARCH 2020

Year ended Year ended Particulars March 31, 2020 March 31, 2019

A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit after tax 38,500 49,246 Adjusments for: Depreciation 5,033 3,829 Amortisation of Upfront Fees 1,233 Effect in Land Lease Security Deposit due to change in discounting factor 239 - Transitional effect of Ind As 1 - Loss/ ( Profit) on sale of fixed assets - 0 Interest and Finance Charges Provision for doubtful debts 70 501 Remeasurement of defined benefit plans -116 -92 Interest Received -6,867 -7,138 Deffered Government Grant -829 -824 Notional Interest on Lease Land Security Deposit - -202 -2,469 -2,695 Operating profit before working capital changes 36,032 46,552 Adjustments for: (Increase)/Decrease in Inventories 7,382 -35,195 (Increase)/Decrease in Trade Receivables 10,378 -23,036 (Increase)/Decrease in Other Bank Balances 38,973 6,639 (Increase)/Decrease in Financial Assets -57,828 -9,391 (Increase)/Decrease in Other Current Assets 1,838 -463 (Increase)/Decrease in Other Non Current Assets -5,657 - Increase/(Decrease) in Financial Liabilities 1,966 -4,615 Increase/(Decrease) in Provisions 17,954 11,249 Increase/(Decrease) in Trade Payables -3,015 5,324 Increase/(Decrease) in Other Current Liabilities -1,601 5,071 10,391 -44,417 Cash generated from Operating Activities 46,422 2,135 Direct Tax (Payments)/Refunds (Net) -4,052 2,452 Net cashflows from Operating Activities 42,371 4,587 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant & Equipment including capital work in progress -92,109 -20,285 Interest Received 6,867 7,138 Upfront fee reversed (transferred to Right to use) 46,317 - Disposal of Property, Plant & Equipment - 9 Net Cash flow from Investing Activities -38,925 -13,138 C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of Share Capital Proceeds from Borrowings 5,749 - Interest Paid -- Dividend paid including dividend distribution tax -7,338 - Net Cash flow from Financing Activities -1,589 - Net Increase/(Decrease) in cash and cash equivalents 1,857 -8,551 Cash and cash equivalents at the beginning of the period 10,662 19,213 Cash and cash equivalents at the end of the period 12,518 10,662 Cash and cash equivalents as per above comprise of the following a. Cash on Hand 73 b. Bank Balances In Current Account 9,149 4,829 In Deposit Accounts(Maturity less than 3 months) 3,363 5,830 12,518 10,662

Significant Accounting Policies & Notes forming part of Financial Statements As per our separate report of even date attached For and on behalf of the Board of For Krishnamoorthy & Krishnamoorthy KERALA ENVIRO INFRASTRUCTURE LIMITED Chartered Accountants (Firm Reg. No. 001488S) (Sd/-) (Sd/-) (Sd/-) CA KT Mohanan Arun C. Ashar Ashok Panjwani Partner Director (DIN: 00192088) Director (DIN: 00200220) (Membership No. 201484) (Sd/-) (Sd/-) (Sd/-) Place: Cochin - 16 Dr. N.K. Pillai Amit M Ved Merin Phillip Date: 14th May 2020 C.E.O. C.F.O. C.S. 36 Fifteenth Annual Report 2019-2020 KEIL

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH 2020 a. EQUITY SHARE CAPITAL (Rs. ’000)

No. of Equity Particulars Amount Shares (Lakhs)

Balance as on 1st April 2018 121,735 12,173,494 Changes in equity share capital during the year Balance as on 31st March 2019 121,735 12,173,494 Changes in Equity Share Capital during the year Balance as on March 2020 121,735 12,173,494 b. OTHER EQUITY

Reserves and Surpuls

Other Retained Other Equity Comprehensive Total Earnings Income

Balance as on 1st April 2018 -1,434 - -1,434 a) Profit/(Loss) for the year 49,246 - 49,246 b) Other Comprehensive income for the year -92 -92 Balance as on 31st March 2019 47,812 -92 47,720 a) Profit for the year 38,500 - 38,500 b) Other comprehensive income for the year - -116 -116 c. Ind As Transitional Adjustment(Ind AS 116) 1 - 1 c) Dividends 6,087 6,087 d) Tax on Dividend 1,251 1,251 Balance as on 31st March 2020 78,975 -208 78,768

Significant Accounting Policies & Notes forming part of Financial Statements

As per our separate report of even date attached For Krishnamoorthy & Krishnamoorthy Chartered Accountants (Firm Reg. No. 001488S) For and on behalf of the Board of KERALA ENVIRO INFRASTRUCTURE LIMITED (Sd/-) CA KT Mohanan (Sd/-) (Sd/-) Partner Arun C. Ashar Ashok Panjwani (Membership No. 201484) Director (DIN: 00192088) Director (DIN: 00200220) Place: Cochin - 16 (Sd/-) (Sd/-) (Sd/-) Date: 14th May 2020 Dr. N.K. Pillai Amit M Ved Merin Phillip UDIN - 20201484AAAABO7876 C.E.O. C.F.O. C.S.

37 Fifteenth Annual Report 2019-2020 KEIL

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31-03-2020

1. CORPORATE INFORMATION Kerala Enviro Infrastructure Limited (‘the Company’) has been set up as a Special Purpose Vehicle during the year 2005, in association with Kerala State Industrial Development Corporation Limited (KSIDC) for the establishment of a Common Hazardous Waste Treatment, Storage and Disposal facility of dumping of solid wastes produced by member companies in their manufacturing and other processing. This has been set up at the Notified Industrial Area in Ambalamedu, Kunnathunadu Taluk, Ernakulam District, Kerala. The Company is the Associate Company of UPL Ltd and Fertilizers and Chemicals Travancore Ltd 2. SIGNIFICANT ACCOUNTING POLICIES FOLLOWED BY THE COMPANY This Note provides a list of significant accounting policies adopted in the preparation and presentation of these financial statements. These policies have been consistently applied to all the years presented unless otherwise stated. 2.1 Basis of Preparation and Presentation Compliance with Ind AS: These financial statements are the stand alone finacial statements of the Company that have been prepared in accordance with Indian Accounting Standards (herein referred to as Ind AS) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rule, 2015 as amended from time to time and other relevent provisions of the Act. The Accounting Policies are applied consistantly to all the periods presented in the Financial Statements. 2.2 a) Application of new accounting prouncements: The Company has applied the following Ind AS pronoucements pursuant to the issuance of the Companies (Indian Accounting Standards) Amendment Rules 2019 in the preparations of financial statements for the year under consideration: a) The Company has adopted Ind AS 116 - Leases: with effect from 1st April 2019. b) The Company has adopted Appendix C to Ind AS 12 - uncertainty over income tax treatment: with effect from 1st April, 2019 and had been decided to give effect prospectively. c) The Company has also given effect to amendments to other Ind AS such as Ind AS 19, Ind AS 12, Ind AS 109 and Ind As 23 and these changes are having no impact on the financial results. b) Current Non Current Classification All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities, except in the case of inventory by way of landfill cells whcih is treated as inventory considering operating cycle based on the utilisaiton of the land fill for waste treatment.

38 Fifteenth Annual Report 2019-2020 KEIL c) Rounding of amounts All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousands as per the requirement of Schedule III, unless otherwise stated. 2.3 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. Estimates and underlying assumptions are reviwed on a periodic basis.In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes: i) Discount rate used to determine the carrying amount of the Company‘s defined benefit obligation. ii) Useful life of Property plant and equipment iii) Contingencies and committments iv) Allowance for doubtful debts. 2.4 Property, Plant and Equipments (PPE) On adoption of Ind AS, the Company retained the carrying value for all of its property, plant and equipments as recognised in the financial statements as at the date of transition to Ind AS’s measured as per previous GAAP and used that as its deemed cost as permitted by Ind AS 101 “First Time Adoption of Indian Accounting Standards” PPE are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the assets to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to statement of profit and loss during the reporting period in which they are incurred. Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the assets to its working condition for its intended use. The Right to Use assets being the lease hold right to use (RTU) land is capitalised and disclosed as part of PPE. The right to use is measured as the present value of lease rent payable and also the nominal value of lease deposit over and above its present value.

39 Fifteenth Annual Report 2019-2020 KEIL

Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost or revalued amount are recognized in the Statement of Profit and Loss. 2.5 Capital Work In Progress Capital work in progress are carried at cost, comprising of direct cost, related incidental expenses and attributable borrowing cost. 2.6 Depreciation Depreciation is provided using the “Written Down Value” Method as per the useful lives of the assets estimated by the management based on schedule II of the Companies Act, 2013. The useful life considered by the management is as under: Buildings - 3, 5, 30 and 60 years Plant and Machinery - 10 and 15 years Furniture and fixtures - 10 years Computers - 3 years Vehicles - 10 years Office equipment - 5 years Right to Use assets being the lease hold right over the land is amortised over the remaining period of lease. Assets whose acquisition value is less than or equal to Rs. 5,000 has been charged off to Statement to Profit and Loss. 2.7 Impairement The carrying amounts of assets are reviewed at each balance sheet date to confirm whether there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. 2.8 Derecognition: An item of PPE is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss araising on derecognition of asset is included in the statement of Profit and Loss in the year in which asset is derecognised. 2.9 Intangible Asssets: The value of intangible asset is measured and recognised on the date of purchase at the cost of purchase. Amortisation is recognised on a straight line over their esitmated useful life of 5 years. 2.10 Financial Instruments i) Initial Recognition Financial assets and financial liabilities are recognised when a Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or

40 Fifteenth Annual Report 2019-2020 KEIL issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through statement of profit and loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value are recognised immediately in the Statement of Profit and Loss. ii) Subsequent Measurement Financial Assets a. Financial assets carried at amortised cost A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. b. Financial assets at fair value through other comprehensive income A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Company has made an irrevocable election for its investments which are classified as equity instruments to present the subsequent changes in fair value in other comprehensive income based on its business model. c. Financial assets at fair value through statement of Profit and loss A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss. 2.11 Leases The company has adopted Ind AS 116 Leases with effect from from 1st April 2019. It changes the current accounting requirements of differentiating between lease arrangements as an ‘Operating Lease’ and ‘Finance Lease’. It requires recognition of a ‘Right-to-use’ (ROU) and a corresponding lease liability where the lessee, at the commencement date, has a financial obligation to make lease payments to the lessor for its right to use the underlying asset during the lease term. The Right to Use recognised (along with the nominal value of lease deposit in excesss of its present value ) as per the lease agreement is classified under the repsective asset class and the corresponding lease liabilities under Borrowings as required by the standard. 2.12 Government Grants Governemnt Grants are assistance by the Government in the form of transfer of resources to the Company in return of past or future compliance with certain conditions relating to the operating activities of the Company. Grants and subsidies from the government are recognized when the same is received or there is reasonable assurance that the grant/subsidy will be received and all attaching conditions will be complied with. When the grant or subsidy relates to an expense item or depreciable fixed assets, it is recognized as income over the periods necessary to match them on a systematic basis to the costs, which it is intended to compensate. However, if a grant related to non-depreciable asset requires the

41 Fifteenth Annual Report 2019-2020 KEIL fulfillment of certain obligations, the grant is credited to income, over the same period, over which the cost of meeting such obligations is charged to Statement of Profit and Loss. 2.13 Inventories Inventories are valued as follows: a) Materials, Stores and consumables Materials, stores and consumbles are valued at lower of cost or net realisable value. Cost of inventories comprises of purchase cost and cost of procurement net of on a weighted average basis. b) Landfill pits/cells: The life cycle for the land fill pits is the period between the date of constrution and the peirod within which the same is used for disposing the waste and is treated as inventory. Cost incurred for construction of landfill pits/cells are intially debited to work in progress and on completion of construction, transfered to Inventory. The proportionate cost of the area/space utilised in each year for disposing of solid waste to the landfill compared to total capacity of the land fill pits is taken as the basis for charging cost of land fill to Statement of Profit and Loss and the balance cost of land fill pits are carried forward at cost as inventories. The work in progress of landfill under construction is valued at cost. 2.14 Provisions, Contingent Assets and Contingent Liabilities Provisions are recognized when the Company has a present obligation as a result of a past event, for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. These are reviewed at each balance sheet date and adjusted to reflect the correct management estimates. Contingent Liabilities are disclosed when the Company has a possible obligation or a present obligation and it is probable that a cash flow will not be required to settle the obligation. Contingent assets are disclosed in the accounts, where an inflow of economic benefits is probable. 2.15 Cash Flow Statement Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. 2.16 Revenue Recognition Revenue from contracts with customers is recognised on transfer of control of promised goods or services to a customer at an amount that reflects the consideration to which the Company is expected to be entitled in exchange of those goods or services. The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, it does not adjust any of the transaction prices for the time value of money. Revenue is recognised at the point in time at which the performance obligation is satisfied.

42 Fifteenth Annual Report 2019-2020 KEIL

Revenue towards satisfaction of performance obligation is measured at the amount of transaction price (based on fixed rate contracts) allocated to that performance obligation. This consideration is estimated based on the expected value of outflow. Revenue is recognized only to the extent that it is highly probable that the amount will not be subject to significant reversal when uncertainty relating to its recognition is resolved. a) Revenue from sale of goods: Revenue from sale of goods is recognised when the company has transferred to the buyer the significant risks and rewards of ownership of goods. b) Revenue from rendering of services: Revenue from the treatment and disposal of waste and other related income from services are recognised as and when services are rendered and it is probable that an economic benefit will be received which can be quantified reliably. Income from membership of participating companies is recognised as and when the membership is alloted based on application. b) Interest Income Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount on initial recognition. Other incomes are recognized on accrual basis except when there are significant uncertainties. 2.17 Employee Beneits: a) Short Term Employee Benefits - All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits and recognized in the period in which the employee renders the related service. b) Defined Contribution Plans - The Company makes contributions to Provident Fund, which is a defined contribution plan for employees. The contributions paid/payable under the scheme during the year are charged to the Statement of Profit and Loss for the year. c) Defined Benefit Plans - Defined benefit plan covers the obligation of the Company towards the gratuity benefits. For defined benefit plans, the cost of providing benefits is determined using projected unit credit method, with actuarial valuations being carried out at the end of each reporting period. Re-measurement, comprising actuarial gains and losses, any change in the effect of the asset ceiling(excluding interest) and the return on plan assets (excluding net interest), is reflected immediately - with a charge or credit recognized in other comprehensive income in the period in which they occur. Re-measurement recognized in other comprehensive income is reflected immediately in retained earnings and is not reclassified to the Statement of Profit and Loss. Past service cost is recognized in the Statement of Profit and Loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability (asset). Defined benefit costs categorized as follows.

43 Fifteenth Annual Report 2019-2020 KEIL

(i) Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements); (ii) Net interest expense or income; and (iii) Re-measurement. The Company presents the first two components of defined benefit costs in the Statement of Profit and Loss in the line ‘Employee benefits expense’. Curtailment gains and losses are accounted as past service costs. The retirement benefit obligation recognised in the separate balance sheet represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation limited to the lower of the surplus in the defined benefit plan and the asset ceiling. d) Long term employee benefits - The Company has a policy on compensated absence which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absence is determined by Actuarial valuation performed by an independent actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid/availed as a result of unused entitlement that has accumulated at the Balance Sheet date. Expense on non-accumulating compensated absence is recognised in the period in which the absences occur. Long Term Employee Benefits is categorised as follows: (i) Service Cost (ii) Net Interest on the net defined benefit liability (asset) (iii) Re-measurements of the net defined benefit liability (asset) The Company presents the first two components of employee benefit costs in the Statement of Profit and Loss in the line ‘Employee benefits expense’. Re-measurements of the net defined benefit liability (asset) is charged or credited to Other Comprehensive Income. 2.18 Foreign Currency Translation The functional currency of the company is Indian Rupees On initial recognition, all foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the date of the transaction. As at the reporting date, foreign currency monetary assets and liabilities are translated at the exchange rate prevailing on the Balance Sheet date and the exchange gains or losses are recognized in the Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of the transaction. 2.19 Taxation Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognized in Statement of Profit and Loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

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Current tax Current tax comprises the expected tax payable on the taxable income for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and laws) enacted or substantively enacted by the reporting date. Deferred Tax Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax assets is realized or the deferred income tax liability is settled. Deferred tax assets are recognized for all deductible temporary differences and unused tax losses, only if, it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, the Company recognizes a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realized. Deferred tax assets – unrecognized or recognized, are reviewed at each reporting date and are recognized/ reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will be realized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. Current and deferred tax is recognized in the Statement of Profit and Loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively. Minimum Alternate Tax credit is recognized as deferred tax asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period. 2.20 Earnings Per Share The earnings considered in ascertaining the Company’s Earnings per share comprise of the net profit after tax. The number of shares used in computing the basic earnings per share is the weighted average number of equity shares outstanding during the year. The number of shares used in computing diluted Earnings per share comprises the weighted average shares considered for deriving the basic earnings per share and also the weighted average number of shares, of

45 Fifteenth Annual Report 2019-2020 KEIL any shares, which would have been issued on the conversion of all dilutive potential equity shares. 2.21 Corporate Social Responsibility (CSR) The Company has opted to charge its CSR expenditure to its Statement of Profit and Loss. 2.22 Exceptional Items: Incomes/expenses which are not forming part of regular operations and are material are classified as Exceptional Items and such items are disclosed as separate line item in the statement of Profit and Loss. 2.23 Borrowing Cost Borrowing cost includes interest and amortisation of anciliary costs incurred in connection with the arrangement of borrowings. Borrowing costs that are attributable to the acquisition of an asset that take place a substantial period of time for its intended use are capitalised as part of cost of the respecitve asset. All other borrowing costs are recognised as an expenditure for the period for which they are incurred. 2.24 Dividend to Equity Share holders: Dividend to equity share holders is recognised as a liability and deducted from share holders equity in the period in which the dividends are approved by the equity share holders in the General Meeting. 3.00 RECENT ACCOUNTING PRONOUNCEMENTS : Nil

46 Fifteenth Annual Report 2019-2020 KEIL

Total 21,750 (Amount in ‘000) Furniture & Fixtures

Office Equipements

Electrification

Computer & 331 5,472 608 450 60,551 Accessories

Vehicles

Leasehold

Land - ROU 46,369 519 666 5,472 950 660 147,834

Plant &

Machinery 9,076 1,253 380 432 4,108 442 372 26,783

Building 2,660 336 1,253 -0 239 259 235 52 5,033 8,060 8,740 - 380 194 3,849 206 320 33,22350,411 3,149 22,992 45,116 - 138 138 234 137 1,364 1,623 509 401 288 130 121,051 38,801 19,848 20,178 46,369 - 335 - 343 210 87,283

Particulars Note No. 4.01 SCHEUDLE OF PROPERTY, PLANT AND EQUIPMENTS FOR THE YEAR ENDED 31.03.2020 Depreciation for the year Net Carrying Amount as on 31-03-2019 Net Carrying Amount as on 31-03-2020 Gross Carrying Amount as on 31-03-2019DeletionGross Carrying Amount as on 41,28231-03-2020 11,889Accumulated Depreciation as on 31-03-2019 - - 61,130Disposal 32,068 519 Accumulated -Depreciation as 31-03-2020on 10,720 ------Addition

47 Fifteenth Annual Report 2019-2020 KEIL

NOTES TO FINANCIAL STATEMENTS (Rs. ’000)

As at March As at March 31, 2020 31, 2019

NOTE NO. 4.02 CAPITAL WORK IN PROGRESS Biomedical Waste Treatment Plant in progress 4,488 - Office Computer Server Installation in progress 338 - TOTAL 4,826 -

NOTE NO. 4.03 OTHER FINANCIAL ASSETS (NON-CURRENT) a. Bank deposits with maturity more than 12 months a. Having Lien for Term Loan 30,189 - b. Others 74,788 47,143 b. Upfront Fees - Land Lease - 46,317 d. Security Deposits - land lease 2,212 2,450 - Others 259 259 TOTAL 107,448 96,170

4.03.1. BANK DEPOSITS INCLUDE (i) Deposit under Escrow account amounting to Rs. 2,60,45,415/- maintained in the joint name of the Company and Kerala State Pollution Control Board and a public sector bank as operating agency in accordance with the requirement of maintaining Escrow account for post closure monitoring of hazardodus waste, treatment storage and disposal facility issued by Ministry of Envronment and Forest, Governemnt of India. (ii) Rs. 35,95,507/- under lien for performance Bank Gurantee issued (iii) Rs. 3,00,00,000/- having lien for the Fund and non-fund based limits sanctioned by the Bank iv) Rs. 92516/- as security with commercial tax authorities.

4.03.2. Lease deposit paid to Government of Kerala for leasing 50 acres of land for a period of 50 years, which is discounted and amortised over the period of lease (Refer Note No. 4.29 & 4.30), till the introduction of Ind As 116 with effect from 01.04.2019. As per the terms of lease agreement, the security deposit will be refunded on successful completion of the 50 year lease peirod and accordingly the discounted present vlaue of secuirty deposit is created in the financial statements in accordance with the requirement of Ind AS. Consequent to the implementation of Ind AS 116, the nomial value of lease deposit over and above the present value disclosed as Upfront fee under non-current financial assets is considered as part of Right to Use (RTU) along with the net present value of lease rent payable, to be amortised over the remaining period of lease.

As at March As at March 31, 2020 31, 2019

NOTE NO. 4.04 OTHER NON - CURRENT ASSETS a) Advances for capital assets 6,555 - b) Balances with Government Authorities - 898 TOTAL 6,555 898

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As at March As at March 31, 2020 31, 2019

NOTE NO.4.05 INVENTORIES Consumables & materials for land fill construction 2,774 6,409 Inventories (Refer Note No. 2.13) 54,055 41,045 Work in progress (Refer Note No. 2.13) 3,203 19,960 TOTAL 60,032 67,414

NOTE NO. 4.06 TRADE RECEIVABLES (CURRENT) Considered Good - Secured - - Considered Good - Unsecured Due from Related Parties 7,880 11,847 Others 24,331 30,812 Trade Receivable which have significant increase in credit risk 2,033 1,964 Trade Receivables - credit impaired Sub-total 34,245 44,623 Less: Provision for doubtful debts -2,033 -1,964 32,212 42,659

4.06.1 ALLOWANCE FOR CREDIT RISK LOSS The Company has considered a provisioning metric based on approach for computing the expected credit loss allowance for trade receivables. The provision matrix has been designed considering the expected credit loss on account of two factors: (i) delay loss (ii) Precentage Probability of default risk. Appropriate discounting factors based on the time value of money has been reckoned for computing the percentage of delay loss. For computing the percentage probability of default risk, appropriate percentages were arrived by analysing historic credit loss experience among various customer classes. A blended percentage by considering the average of delay loss percentage and percentage probability of default risk has been considered for arriving at the expected credit loss provision. Based on the policy formulated, 100% provision is created for all receivables outstanding for a period exceedig 3 years.

As at March As at March 31, 2020 31, 2019

NOTE NO. 4.07 CASH AND CASH EQUIVALENTS a. Balances with bank In Current Accounts 9,149 4,829 In Deposit Accounts (maturity less than 3 months) 3,363 5,830 b. Cash on hand 7 3 12,518 10,662

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As at March As at March 31, 2020 31, 2019 NOTE NO. 4.08 BANK BALANCES OTHERS Bank Balances In Deposits (i) Maturity 3 to 12 months 12,686 51,704 In Earmarked Accounts (i) Unpaid Dividend Account 46 - 12,731 51,704 NOTE NO. 4.09 OTHER FINANCIAL ASSETS (CURRENT) Unscured, considered good: Security Deposit and EMD 205 210 205 210 NOTE NO. 4.10 CURRENT TAX ASSET (NET) Income Tax (Net) 6,252.84 2,201.52 6,252.84 2,201.52 NOTE NO. 4.11 OTHER CURRENT ASSETS a. Advances other than capital advances (i) Advances recoverable in cash or in kind or for value to be received 602 1,283 (iii) Balances with Indirect Taxes & Other Authorities 3,965 - (iv) Prepaid Expenses 1,974 7,514 b. Others (i) Interest Accrued on Escrow deposit 418 - 6,959 8,797 NOTE 4.12: SHARE CAPITAL: Authorised: 1,50,00,000 Equity Shares of Par Value Rs.10/- each 150,000 150,000 Issued and Subscribed and fully paid: 1,21,73,494 Equity shares of Par Value Rs. 10/- each, fully paid up 121,735 121,735 121,735 121,735

Reconciliation of the shares at the beginning and at the end of the financial year As at As at Particulars 31.03.2020 31.03.2019 Equity Shares: No. of shares Rupees Rupees

Balance at the beginning of the financial year 12,173,494 121,735 121,735 Add: Shares issued during the year - - - Balance at the end of the financial year 12,173,494 121,735 121,735

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Rights, Preferences and restrictions attached to the shares The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share and carry a right to dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Particulars of share holding more than 5%

As at As at Name of the shareholder 31.03.2020 31.03.2019 % No. of No. of shares shares

UPL LTD. (Formerly United Phosphorus Limited) 27.52 3350000 3350000 Fertilizers & Chemicals Travancore Limited 25.66 3124000 3124000 Enviro Technology Limited 19.80 2410000 2410000 Kerala State Industrial Development Corporation Limited 8.21 999000 999000 BEIL Infrastructure Limited 6.16 750000 750000 As at March As at March 31, 2020 31, 2019

NOTE NO. 4.13: OTHER EQUITY: Other Equity consist of the following Retained Earnings: a. Opening balance 47,720 -1,434 b. Profit/(Loss) for the year 38,500 49,246 c. Ind As Transitional Adjustment(Ind AS 116) 1 - c. Other Comprehensive Income -116 -92 d. Dividends 6,087 - e. Tax on dividend 1,251 - f. Balance at the end of the financial year 78,768 47,720

4.13.1 DIVIDEND Dividend declared by the Company are based on the profits available for distribution as reported in the financial statements of the Company. For the year 2018-19, the Directors had recommended and share holders had approved a dividend of 5% (Rs. 0.50 per share), the amount being Rs. 6086.75 thousands along with dividend tax of Rs. 1251.15 thousands which has been accounted during the current year as reduction from retained earnings.

NOTE NO. 4.14 BORROWINGS (NON-CURRENT) REFER NOTE 4.43 Secured: a. Term Loan From Bank 5,698 - Unsecured: b. Long Term Maturies of finance lease obligations 51 - TOTAL 5,749 -

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4.14.1. Long term Maturities of finance lease obligations represents the computation of lease liability in accordance with Ind As 116 for the lease rent payable for the remaining period of lease, for the land taken on lease from Government of Kerala for disposing hazardous waste by constructing landfill cells. As per the lease agreement, the annual lease rent payable is Rs.5000 and the period of lease is 50 years, commencing from October 2006.

4.14.2 The Term Loan represents the loan sanctioned for the purchase of plant and equipments for the common bio-medical waste treatement facility and is secured by the plant and equipments purchased with the said term loan and also having lien over fixed deposits amouting to Rs.300 lakhs. The amount of loan sanctioned is Rs.900 lakhs and is repayable in 72 monthly instalments. The initial loan disbursement of Rs.60.55 lakhs was received on on 20/03/2020 and the repayment of instalment of initial disbursement to start from 07/11/2020. The rate of interest is MCLR % plus 0.75% and the present rate of interest is 9.45% p.a.

As at March As at March 31, 2020 31, 2019

4.14.3. CURRENT AND NON-CURRENT CLASSIFICATION: Amount included in non-current borrowings 5,698 - Amount included in current maturities of long term debt (other current liabilities) 357 -

NOTE NO. 4.15 PROVISIONS (NON-CURRENT) REFER NOTE 4.32 Provision for Employee Benefits: Provision for leave benefits 550 376 Provision for Gratuity 964 673 Others: Provision for Pit Covering 50,344 34,638 Provision for Post Closure 62,421 52,091 TOTAL 114,279 87,777

4.15.1 PROVISION FOR PIT COVERING: The Company is under obligation to cover the pits once they are fully filled. Cost of such obligation is measured at the best estimate of expenditure required to settle the obligation at the Balance sheet date and recognised in proportion to the land filled up to the year end.Such current cost is reviewed and adjusted at each year end. For the current year, the provision has been provided @Rs.207.82 per mt of waste disposed for the purpose of Pit covering. The provision created is also considering the expenses intended to be incurred for covering the entire area after completion of construction of all the 20 pits as per the approval of Kerala State Pollution Control Board. The actual expenses incurred at each time is reduced from this provision

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4.15.2 PROVISION FOR POST CLOSURE In compliance with the provisions of Hazardous Wastes (Management and Handling and Trans boundary movement) Rules, 2008 made under the Environment (Protection) Act, 1986 and the authorization granted to the company by Kerala Pollution Control Board for managing and handling solid wastes, the company is under an obligation to maintain the landfills for a period of 30 years after closure of landfills.Cost of such oblligation is measured at the best estimate of expenditure required to meet the obligation at the Balance Sheet date and recognised in proportion to the land filled upto the year end. Such current cost is reviewed and adjusted at each year end. For the current year, provision has been made @ 10% of the disposal charges collected which is considered to be sufficient to meet the obligation by the Mangement.

NOTE NO. 4.16 OTHER NON CURRENT LIABILITIES As at March As at March 31, 2020 31, 2019 a) Others Deffered Revenue arising from Government Grant 30,152 30,981 TOTAL 30,152 30,981

NOTE NO. 4.17 TRADE PAYABLES (CURRENT) (i) Total outstanding dues of micro enterprises and small enterprises (ii) Total outstanding dues other than micro enterprises and small enterprises 9,127 12,142 TOTAL 9,127 12,142 4.17.1. There is no defined credit period. The dues are settled based on the credit policy extended by the vendors. The company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company and no such vendors are identified and hence disclosure relating to amount unpaid as at the year end together with interest payable, if any, under this Act have not been given.

4.17.2. Refer Note 4.35 for the amount payable to related parties NOTE NO. 4.18 OTHER FINANCIAL LIABILITIES (CURRENT) Current maturities of loan term debts (Refer Note 4.14) 357 - Unpaid Dividend 46 - Security Deposits Including Retention Moneys 3,396 1,833 TOTAL 3,799 1,833

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As at March As at March 31, 2020 31, 2019

NOTE NO. 4.19 OTHER CURRENT LIABILITIES a) Revenue Received in advance Advance from customers 4,298 1,889 b) Others Statutory Dues 1,239 3,785 Other Payables 1,564 3,029 TOTAL 7,101 8,702

NOTE NO. 4.20 PROVISIONS (CURRENT) Provision for Employee Benefits: Provision for leave benefits 55 43 Provision for Gratuity 24 18 Others: Provision for Pit Covering - 8,566 TOTAL 79 8,627

NOTE NO 4.21. REVENUE FROM OPERATIONS A. Sale of services: Income from Waste treatment 104,553 111,121 Lab Analysis and stabilisation charges 28,550 25,284 Waste transportation charges 26,053 22,022 Income from Construction (Gypsum stock yard) 19,815 10,053 Enrolment Fees collection 2,160 1,398 181,132 169,876 B. Sale of goods: E Waste sales 1,429 430

1,429 430 TOTAL 182,561 170,306

NOTE NO. 4.22. OTHER INCOME Interest Income (bank and others) 6,867 7,138 Interest on lease land security deposit - 202 Deffered Government grant 829 824 Prior Period Income - Land Utilisation cost - 7,336 Other non - operating Income 566 2 TOTAL 8,261 15,503

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4.22.1 Interest on lease land security depsoit is the computation of notional income on account of Ind AS adjustment of Seurity Deposit receivable on completion of 50 year lease period as per lease agreement. (Refer Note 4.28)

4.22.2 Prior period income - land utilisation - On transition to Ind AS during FY 2016-17, the land upfront fees paid towards the cost of the land is amortised over the period of lease-50 years. As per IND AS 116-” Leases “ the upfront fees is amortised in P &L and adjusted in the Balance Sheet - Upfront fees in Schedule 2 - Other financial Assets. However for the same time Land utilisation charges is also debited in the P & L and Provision for land utilisation is created in the Balance sheet. To correct this anamaly, the provison created for land utilisation charges of Rs. 73.36 lakhs till the financial year 2017-18 is reversed and accounted as other income during the financial year 2018- 19.

As at March As at March 31, 2020 31, 2019

NOTE NO. 4.23. COST OF MATERIALS CONSUMED Activated carbon for stabilisation - 1,230 Bentonide Pdr for stabilisation - 288 Cement 1,143 832 E Waste - cost of sales 590 1 Hydrated Lime 121 85 Safety Equipments 147 96 Hydrated Lime for Pretreatment 133 - TOTAL 2,135 2,532

NOTE NO. 4.24. OPERATING EXPENES Hazardous Waste Transportation Expenses 15,374 15,093 Pit Covering Expenses 13,057 13,666 Post Closure Expenses 10,330 10,621 JCB Operating Expenses 2,361 2,174 Tipper for Internal Shifting 2,446 3,303 Tarupauline Covering 1,855 858 Pit Utilisation 9,904 10,313 Landfill Expenses 688 267 Lab Expenses 240 307 Construction Expenses (gypsum stock yard) 17,172 7,138 TOTAL 73,428 63,741

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As at March As at March 31, 2020 31, 2019

NOTE NO. 4.25. EMPLOYEE BENEFIT EXPENSES (i) Salaries and Wages 19,513 15,210 (ii) Contribution to Provident Funds and other funds 702 654 (iii) Staff Welfare Expenses 985 320 TOTAL 21,200 16,183

NOTE NO. 4.26. FINANCE COST Finance charges on Leases 5 - Interest Expenses - 251 TOTAL 5 251

NOTE NO. 4.27. OTHER EXPENSES Power and Fuel 6,140 5,781 R O Plant Expenses 123 - Labour Charges 5,713 3,900 Hire Charges of Machines 4,703 3,720 Repairs & Maintenance 7,340 2,703 Annual Maintenance Contracts 193 193 Security Charges 1,019 867 Legal Charges 289 407 Professional and consultancy charges 6,235 5,926 Travelling and Conveyance 3,065 2,271 Directors Sitting Fees 138 150 Boarding & Lodging 257 95 Advertisement Expenses 334 155 Administrative Expenses 837 645 Effect of Interest on security deposit due to change in discoutning factor 239 - Insurance 1,253 1,314 Rates & Taxes 1,340 710 Payment to Auditors 450 686 Printing & Stationery 330 313 Postage & Telephone 296 258 CSR Expenses 808 - Provsion for Doubtful Debts 70 501 Amortisation of Upfront Fees - 1,233 Miscellaneous Expenses 1,779 1,719 TOTAL 42,949 33,546

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As at March As at March 31, 2020 31, 2019

NOTE NO. 4.27.1 PAYMENT TO AUDITORS For Statutory Audit 450 450 For other services 236 TOTAL 450 686

4.28 EARNINGS PER SHARE Basic Profit/(Loss) after taxation for the year (In Rs) 38,500 49,246 Weighted Average No. of Equity Shares of Rs 10/- each fully paid up 12,173 12,173 Basic Earnings Per Share (In Rs) 3.16 4.05 Diluted Profit/(Loss) after taxation for the year (In Rs) 38,500 49,246 Weighted Average No. of Equity Shares of Rs 10/- each fully paid up 12,173 12,173 Diluted Earnings Per Share (In Rs) 3.16 4.05

4.29 The Government of Kerala acquired 50 acres of land from Fertilizers and Chemicals India Ltd. (FACT) and made available to the Company for the purpose of setting up a common hazardous waste treatment, storage and disposal facility for dumping of solid waste, on the basis of 50 year leas agreement entered into on 28/11/2012 and the lease deposit paid is Rs.6,24,80,000/- As per the Lease Agreement dated 28th Nov 2012, the company is having a right to pledge the Land for procurement of any loan. 4.30 As per the clause 2 (w) of the lease agreement approved by the Government of Kerala “in the event of termination of Lease during the tenure of the Lease Period or in the event of not renewing the Lease after the Lease period of 50 years, the lessor (Goverment of Kerala) agrees to refund the Lease Deposit without any interest, amounting to Rs. 6,24,80,000/- (Rupees Six Crores Twenty Four Lakhs Eighty Thousand Only) to the Lessee (KEIL). In the event the Lessee fails to operate the facility or abandon the project before a period fo 25 years, the Lease Deposit amount shall be forfeited and the Lessee (KEIL) shall not be entitled to make any claim for the amount”. Considering the past trend and the future prospects, the Management do not expect to discontinue the operations of the Company for a period of 25 years from commencement, and hence no impact of the said provision in the lease agreement has been taken into consideration in the preparation of financial statements. Transitional Provision Ind AS 116 4.31 Application of modified retrospective approach and right of use asset at its carrying amount but discounted using the lessee’s incremental borrowing rate at the date of initial application: Under this approach, a lessee applies Ind AS 116 from the beginning of the current period. Additionally under this approach, the lessee does not restate its prior period financial information. Additionally, the right to use asset is measured at its carrying amount as if Ind AS 116 has been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate at the date of initial application. In this case, the entity would calculate the difference, as at the date of initial application of Ind AS 116 (i.e 1st April 2019), between the following:

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i) The amount at which right to use asset is measured and capitalised ii) The amount at which lease liability is measured iii) The difference recognised in the retained earning(or other component of equity, as appropriate) 4.32 Pit cover expenditure and Post closure expenditure: In compliance with the provisions of Hazardous Wastes (Management and Handling and Transboundary movement) Rules, 2008 made under the Environment (Protection) Act, 1986 and the authorization granted to the company by Kerala Pollution Control Board for managing and handling solid wastes, the company is under an obligation to maintain the landfills for a period of 30 years after closure of landfills. Accordingly, provision for pit cover and post-closure care expenditure is made, in proportion to the land filled up to the year-end, based on the Company’s estimation of the total current cost of the pit cover and post-closure care expenditure. Such current cost is reviewed and adjusted at each year- end to take cognizance in the regulatory requirements, inflation/deflation, etc. Further the provsion for pit cover is done considering the pit coverage to be done for the whole area after completion all the 20 cells intended to be constructed as per approval of KSPCB.

As at Created Description March during 31, 2019 the year Provision for Pit Covering Expenditure 43,203 13,067 Provision for Post Closure Expenditure 52,091 10,330

4.33 DOSCLOSURE IN RESPECT OF IND AS 19 EMPLOYEE BENEFITS a) Defined Contribution Plan Employee Benefits Schemes recognised in the Financial Statements as per the Acturial Valuation for the year ended 31st March 2020 and March 2019 are as follows As at March As at March 31, 2020 31, 2019 (i) Component of Expenses Current Service Cost 105 76 Interest Cost 54 38 Actuarial losses/(Gain) 139 92 Expenses recognised in the statement of Profit/Loss 298 206 (ii) Change in Defined Benefit Obligation (DBO) during the year Present Value of DBO at the beginning of the year 691 485 Current Service Cost 105 76 Interest Cost 54 38 Actuarial Losses/(Gains) 139 92 Benefits Paid - - Present Value of DBO at the end of the year 989 691 (iii) Net Liability recognised in the Balance Sheet Present value of the obligations at the end of the year 989 691 Fair Value of Plan Assets at the end of the year Net Liability recognised in the Balance Sheet 989 691

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(iv) Acturial Assumptions Discount Rate 6.82% 7.78% Salary Escalation Rate 5.00% 5.00% Attrition Rate 2.00% 2.00% (v) Amount disclosed under Other Comprehensive Income (OCI) Opening amount disclosed under OCI Actuarial Gain/ Loss on obligation side during the period (139) (92) Actuarial Gain/ Loss on asset side during the period Return on assets other than those included in net interest Any other impact from asset value assumption Any other impact from liability value assumption Closing amount disclosed under OCI (139) (92) 4.34 As assessed by the management, they are no any internal or external indicators of impairment, which would have any impact on the carrying value of fixed assets. The Company’s management believes that they will be able to generate future cash flows which shall be adequate to recover their carrying value of fixed assets, accordingly no provision for any impairment is made in the books of account.

4.35 Disclosure of transactions with related parties as required by Indian Accounting Standard – 24 on Related Party Disclosures as prescribed by Companies (Accounting standards) Rules, 2006.

RELATED PARTIES AND NATURE OF TRANSACTIONS a) Enterprises having significant influence Name of the Party Relationship Tatva Global Environment Private Limited Enterprise over which Key Management (Formerly known as Personnel and other relatives have significant Tatva Global Environment Limited) influence with whom transactions are entered. BEIL Infrastructure Limited BEIL Research and Consultancy Pvt Ltd Shivalik Solid Waste Management Limited Fertilizers & Chemicals Travancore Limited b) Key Managerial Personnel Dr. N Kunjuikrishna Pillai Chief Executive Officer Mr. Amit M Ved Chief Financial Officer Ms. Merin Philip Company Secretary Description of Transactions

Particulars 2019-20 2018-19 (i) BEIL Infrastructure Limited Reimbursement of Retainership Fees 5,671 4,391 Employees Health Insurance 61 549 Service Promotional Activities and Marketing Consultancy Charges 2,500 2,000 Outstanding as at the year end - Payables 2,056 782

59 Fifteenth Annual Report 2019-2020 KEIL

(ii) BEIL Research and Consultancy Private Limited Consultancy charges for support services for construction of monsoon storage cell, gyspsum stacking area, RO plant, Bio Medical and E waste dismantling utility 8,273 1,890 Outstanding as at the year end - Payable 1,198 -

(iii) Shvalik Solid Waste Management Limited Consultancy charges for prepare Environment Impact Assessment (EIA) 480 600

(iv) Fertilizers & Chemicals Travancore Limited Construction Charges of Gypsum Stack Yard 23,382 11,862 Operating charges Receivable 2,287 66 Outstanding at the year end - Receivables 7,880 11,847

Details of Transactions with Key Managerial Personnel

Particulars 2019-20 2018-19

Salaries and other benefits To Dr. N Kunjikrishna Pillai (CEO) 2576 1,641 To Mr. Amit M Ved (CFO) 1498 1,236 To Ms Merin Philip (CS) 713 600

Sitting Fees paid to Directors

Name of Directors Particulars of Remuneration 2019-20 2018-19

Independent Director Mr. K George For attending board Meetings 24 30 For audit committee meeting 24 30 Dr. G Madhu For attending board Meetings 30 30 For audit committee meeting 30 30 Other Non Executive Mr K G Ajith Kumar For attending board Meetings 6 18 Mr. N Ramakrishnan For attending board Meetings 12 12 Mr.Nithesh B For attending board Meetings 12 -

4.36 As the Company is availing tax holiday under section 80IA of the Income Tax Act from the Assessment Year 2017-18 onwards and these being the initial years of tax holidy, deferred tax asset/liability is not accounted in the books of account on prudence basis considering the uncertainty associated with identifying the timing difference originting and reversing during the tax holiday period, which is in accordance with Ind AS 12. Further Mat Credit Entitlement has also not been considered and taken into account as deferred tax asset as a matter of prudence. The income tax assessment is completed upto the Assessment Year 2017-18 and there are no disputed demands outstanding based on the completed assessments.

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4.37 DISCLOSURE UNDER IND AS 116 a) Depreciation charged for Right of Use assets Rs. 12,53,227/- b) Interest expense on lease liability Rs. 4823/- c) Total cash outflow for leases Rs. 5000/- d) Addition to right to use assets Nil

4.38 EXPENDITURE IN FOREIGN CURRENCY ON ACCOUNT OF As at March As at March Particulars 31, 2020 31, 2019 Value of Imports on CIF Basis HDPE Sheets - Inventory - 7,202 - 7,202

4.39 Balances of sundry receivables, payables, deposit and other debit and credit balances are subject to confirmation and reconciliation. Adjustments, if any, in this regard would be carried out as and when ascertained, which in view of the management would not be material. 4.40 Details of provisions and contingent liabilites are given hereunder in terms of Ind AS 37 - Provisions, contingent liabilities and contignet Assets: a) Contingent liabilities: i) Claims against the Company not acknowledged as debts:

As at March As at March Particulars 31, 2020 31, 2019

Income Tax Demands pending on appeal in respect of AY 2017-18 (in respect of which favourable orders have been received on similar cases in earlier years) An amount of 452 thousands has been remitted agaisnt the pending demand and has been carried under Current Tax (Assets) 3,503 -

Income Tax Demands pending on appeal in respect of AY 2015-16 (in respect of which favourable orders have been received on similar cases in earlier years) - 15,541 ii) Gurantees issued by the Banks on behalf of the Company towards defect Liability for the contract work undertaken Rs. 35,95,507/-

4.41 Estimated amount of contracts remaining to be executed on capital account - Rs. 26220 (Rs. In thousands)

4.42 Being the initial years of introduction of Goods and Service Tax and pending the filing of annual return of GST for the previous financial year and current financial and also pending the reconcilliation of input tax credit availed, the liability for GST is assessed only provisionally. However, the Managemnt is of the opinion that there will not be any material difference when the annual return is finalised and the reconciliation is done.

4.43 DISCLOSURE UNDER IND AS 108 - OPERATING SEGMENTS: a) The Company primarly operate in only in one segment ie solid waste management. Hence segment reporting under Accounting Standard 108 - opperating segment is not applicabe. No client individually accounted for more than 10% of the revenue in the year ended March 31st 2020.

61 Fifteenth Annual Report 2019-2020 KEIL b) Information about the major customers, based on Revenue derived: i) Hindalco Industries Ltd. ii) Cochin Shipyard Limited

4.44 CORPORATE SOCIAL RESPONSIBILITY: As per section 135 of Companies Act 2013, CSR committee has been formed by the Company> The areas of CSR activites include education, general public utility, social empowermet and those specified in Schedule VII of Companies Act, 2013. The details of amount required to be spent and the amount utilised are given below: As at March As at March Particulars 31, 2020 31, 2019 Gross amount required to be spent by the Company during the year a) Annual CSR allocation for the year - - b) Carryforward from previous year 716 - Total 716 - By payment to local panchayat for project of general public utility 808 - Amount spent during the year

4.45 New Project for Biomedical Waste Treatment and disposal facility The Company has initiated steps for setting up a bio medical waste treatment and disposal facility and the requirement of various approvals including that of environmental clearence has been obtianed and pending completion of project activites, the amount spent for the project so far is considered as capital work in progress, including the borrowing cost of the loan disbursed.

4.46 Financial Risk Management a) The major risk of the Company is the failure of the Land fill and the consequent threat to the environment and public. The Company has taken public liability insurance and special contingency insurance to mitigate the aforesaid contingency. The operational risk expected is the non-availablity of sufficient hazardous waste for disposal whih is being mitigated by way of creating awarness among the industries and better marketing. b) The Impact of COVID 19 on the operations and the going concern concept has been considered and reviewed by the Management in the preparation and presentatioin of the finacial statements. Since the Company is part of the essential sector and the customers of the Company are spread accross, though there will be some marginal decrease in the flow of waste for treatment during the initial months due to Lockdown on account of Covid 19. However when the industries start normal operations, it is not expected that the flow of indutrial waste for disposal and treatment will improve and it is expected that the marginal reduction will be made good by the increased flow of industrial waste for disposal. Therefore it is expected that the effect of COVID 19 will not have a material impact on the operations and financial performance of the Company. Further the financial position of the company can withstand the short term impact and will not have any impact on the going concern concept. 4.47 Litigation: The Company is subjected legal proceedings and claims, which are in the ordinary course of business. The Companys Management does not reasonably expect that these legal actions when ultimatelly concluded and determined will have a material and adverse effect on the Companies results of operation. 4.48 The Company did not have any long term contrcts including derivative contracts for which there were any material forseeable losses

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4.49 Previous year‘s figures have been regrouped/reclassified where ever necessary to correspond with the current years classsification/disclosure.

As per our separate report of even date attached

For Krishnamoorthy & Krishnamoorthy Chartered Accountants (Firm Reg. No. 001488S) For and on behalf of the Board of (Sd/-) KERALA ENVIRO INFRASTRUCTURE LIMITED CA KT Mohanan (Sd/-) (Sd/-) Partner Arun C. Ashar Ashok Panjwani (Membership No. 201484) Director (DIN: 00192088) Director (DIN: 00200220) Place: Cochin - 16 (Sd/-) (Sd/-) (Sd/-) Date: 14th May 2020 Dr. N.K. Pillai Amit M Ved Merin Phillip UDIN - 20201484AAAABO7876 C.E.O. C.F.O. C.S.

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KERALA ENVIRO INFRASTRUCTURE LIMITED Report on the Standalone IndAS Financial Statements: Opinion: We have audited the accompanying standalone IndAS Financial Statements of Kerala Enviro Infrastructure Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020 and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date. Basis of opinion: We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management’s responsibility for the Standalone Ind AS Financial Statements: The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone IndAS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IndAS) prescribed under Section 133 of the Act, read with relevant rules issued there under. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

64 Fifteenth Annual Report 2019-2020 KEIL and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the company’s financial reporting process. Auditor’s Responsibility for the audit of the Financial Statements: Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: (a) Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls. (c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. (d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. (e) Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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Report on Other Legal and Regulatory Requirements: 1. As required by The Companies (Auditor’s Report)Order, 2016 (“the order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, enclosed herewith, a statement on the matters specified in the paragraph 3 and 4 of the Order. 2. As required by Section 143 (3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account. d. In our opinion, the aforesaid standalone IndAS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act. e. On the basis of the written representations received from the directors by the Company and taken on record in the meeting of the Board of Directors, none of the Directors is disqualified as on 31st March, 2020 from being appointed as a Director in terms of Section 164 (2) of the Act. f. Since the company’s turnover as per latest audited financial statement is less than Rs 50 crore and its borrowings from the banks and financial institutions at any time during the year is less than Rs 25 crores, the company is exempted from getting an audit opinion with respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such controls. g. With respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i) The Company has disclosed the details of pending litigations in the standalone Ind AS Financial Statements. Refer Note No. 4.47 ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. – Refer Note 4.48 to the financial statements. iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Krishnamoorthy and Krishnamoorthy Chartered Accountants (FRN: 001488S) Place: Cochin - 16 CA. K T Mohanan Date: 14/05/2020 Partner (M No.201484) UDIN - 20201484AAAABO7876

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ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT (Referred to in Paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date) (i) a) The Company has maintained records showing full particulars, including quantitative details and situation of fixed assets. b) We are informed that these fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company do not hold any landed properties requiring title deeds except for the lease hold right over land and the immovable properties, as disclosed in Note No. 4.1 on plant, property and equipment, to the financial statements, are held in the name of the Company. (ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. According to the information and explanations given to us and as examined by us, no material discrepancies were noted on such verification. (iii) The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013. Accordingly, paragraphs (iii) (a)to (f) of CARO 2016 are not applicable. (iv) In our opinion and according to the information and explanations given to us, the Company has not made any investments, loans requiring the compliance of provisions of Section 185 and 186 of the Companies Act, 2013 during the year of report. The company has not provided any guarantees and securities to the parties covered under Section 185 of the Act. Accordingly, paragraphs (iv) of CARO 2016 are not applicable. (v) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year as per the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Accordingly, paragraph 3 (v) of the Order is not applicable to the Company. (vi) The Central Government of India has not prescribed the maintenance of cost records under sub section (1) of section 148 of the Companies Act for any activities of the company and according paragraph 3 (vi) of the order not applicable. (vii) According to the information and explanations given to us, in respect of statutory dues: (a) The company has been generally regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Goods and Service tax, Customs Duty, Value Added Tax, cess and any other statutory dues tothe appropriate authorities during the year.There are no arrears of outstanding undisputed statutory dues as at the last day of the financial year concerned for a period of more than six months from the date, they became payable.

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(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax or Sales Tax or Wealth Tax or Service Tax or Goods and Service Tax, duty of customs or duty of excise or value added tax or cess, which have not been deposited on account of any dispute as on 31st March, 2020.

Name of Nature Amount Period to From where dispute Statue of Dues (In Rs.) which relates is pending Income Tax Income Tax 35.02 AY First Appellate Act, 1961 Demand Lakhs 2017-18 Authority

(viii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the bank during the year. The Company has not obtained any loans from financial institutions, government and debenture holders. (ix) According to the information and explanations given to us, we report that the Company has not raised any moneys by way of initial public offer and further public offer (including debt instruments). (x) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us, no fraud by the Company or on the Company by the officers and employees of the Company has been noticed or reported during the year, nor have we been informed of any such case by the Management. (xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and information and explanations given to us, the company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 with Schedule V to the Companies Act, 2013. (xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the CARO 2020 Order is not applicable to the Company and hence not commented upon. (xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us, transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards. (xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon. (xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given

68 Fifteenth Annual Report 2019-2020 KEIL

to us, the Company has not entered into any non-cash transactions with its Directors or persons connected with them, and hence provisions of section 192 of the Companies Act, 2013 are not applicable. (xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. For Krishnamoorthy and Krishnamoorthy Chartered Accountants (FRN: 001488S) Place: Cochin - 16 CA. K T Mohanan Date: 14/05/2020 Partner (M No.201484) UDIN - 20201484AAAABO7876

69

Form No. MGT - 12 POLLING PAPER [Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014] Name of the company : Kerala Enviro Infrastructure Limited Registered office : Inside FACT (CD) Campus, Ambalamedu, Ernakulam - 682 303 CIN : U24129KL 2005 PLC 017973 BALLOT PAPER

Sl. No. Particulars Details 1. Name of the First Named Shareholder (In block letters) 2. Postal address

3. Registered folio No./*Client ID No. (*Applicable to investors holding shares in dematerialized form)

4. Class of Share Equity Shares

I hereby exercise my vote in respect of Ordinary/Special resolution enumerated below by recording my assent or dissent to the said resolution in the following manner:

No. of shares I assent to the I dissent from Sl. No. Item No. held by me resolution the resolution

1

2

3

4

5

Place: Date: (Signature of the shareholder)

Form No. MGT - 13 REPORT OF SCRUTINIZER(S) [Pursuant to rule section 109 of the Companies Act, 2013 and rule 21(2) of the Companies (Management and Administration) Rules, 2014] To,

Chairman ...... Annual / Extraordinary General Meeting of the Equity Shareholders of ...... Limited. Held on ...... at ......

Dear Sir, I/We, ...... *and ...... , appointed as Scrutinizer(s) for the purpose of the poll taken on the below mentioned resolution(s), at the ...... meeting of the Equity Shareholders of ...... Limited, held on ...... at ...... , submit our report as under: 1. After the time fixed for closing of the poll by the Chairman, ...... ballot boxes kept for polling were locked in my/our presence with due identification marks placed by me/us. 2. The locked ballot boxes were subsequently opened in my/our presence and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the Company / Registrar and Transfer Agents of the Company and the authorizations / proxies lodged with the Company. 3. The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately. OR I/We did not find any poll papers invalid. * Not applicable if there is only one scrutinizer appointed. 4. The result of the Poll is as under:

(a) Resolution (i) Voted in favour of the resolution: Number of members present and Number of votes % of total number voting (in person or by proxy) cast by them of valid votes cast

(ii) Voted against the resolution: Number of members present and Number of votes % of total number voting (in person or by proxy) cast by them of valid votes cast (ii) Voted against the resolution: Number of members present and Number of votes % of total number voting (in person or by proxy) cast by them of valid votes cast

(iii) Invalid votes Total Number of members (in person or by proxy) Total Number of votes whose votes were declared invalid cast by them

(Enumerate depending on the number of resolutions for which poll is taken). 5. A Compact Disc (CD) containing a list of equity shareholders who voted “FOR”, “AGAINST” and those whose votes were declared invalid for each resolution is enclosed. 6. The poll papers and all other relevant records were sealed and handed over to the Company Secretary / Director authorized by the Board for safe keeping.

Thanking you, Yours faithfully,

Place:

Dated: Name/s and Signature/s of the Scrutinizer/s Form No. MGT - 11 PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : U24129KL 2005 PLC 017973 Name of the company : Kerala Enviro Infrastructure Limited Registered office : KEIL, Inside FACT (CD) Campus, Ambalamedu, Ernakulam, Kerala - 682 303 Name of the member(s) : Registered address : E-mail Id: Folio No/ Client Id: DP ID:

I/We, being the member(s) of ...... shares of the above named company, hereby appoint

1. Name:...... Address: E-mail Id: Signature: ...... , or failing him

2. Name:...... Address: E-mail Id: Signature: ...... , or failing him

3. Name:...... Address: E-mail Id: Signature: ...... , or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the ...... Annual general meeting/ Extraordinary general meeting of the company, to be held on the ...... day of ...... At ...... am / pm at ...... (place) and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. 1 ......

2 ......

3 ......

Signed this ...... day of ...... 20 ...... Affix Signature of shareholder Revenue Stamp Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

ATTENDANCE SLIP

KERALA ENVIRO INFRASTRUCTURE LIMITED Inside FACT CD Campus, Ambalamedu, Cochin - 682 303 CIN : U24129KL2005PLC017973

PLEASE FILL THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

Folio No. No. of Shares

NAME AND ADDRESS OF THE SHAREHOLDER

I hereby record my presence at the 15th ANNUAL GENERAL MEETING of the Company held on 28th day of July 2020 at 11.00 a.m. at Common TSDF Project, Inside FACT CD Campus, Ambalamedu, Kochi - 682 303 and any adjournment thereof.

Signature of Shareholder / Proxy