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Kapil Cotex Ltd.

BSE: 512036 Sector: Industrials
NSE: N.A. ISIN Code: INE393H01016
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OPEN 145.00
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VOLUME 1
52-Week high 145.00
52-Week low 145.00
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 145.00
Sell Qty 289.00
OPEN 145.00
CLOSE 145.00
VOLUME 1
52-Week high 145.00
52-Week low 145.00
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 145.00
Sell Qty 289.00

Kapil Cotex Ltd. (KAPILCOTEX) - Director Report

Company director report

To

The Members

Kapil Cotex Limited

The Directors have pleasure in submitting their 34th ANNUAL REPORT alongwith the Audited Balance Sheet and Profit & Loss Account for the year ended 31stMarch 2017

FINANCIAL RESULTS

Current Year ended 31.03.2017 Previous Year ended 31.03.2016
(Rs0 (Rs.)
Income
Revenue from operations 0 0
Other Income 2301045 1126256
Total Revenue 2301045 1126256
Less : Total Expenses (Excluding Depreciation) 2037878 789028
Profit Before Depreciation & Taxation 263167 337228
# (-) Depreciation 43864 36893
Profit Before Taxation & Extra- Ordinary Items 219303 300335
Less: Extra Ordinary Items 1153 252810
Profit Before Taxation 218150 47525
(-) Provision for Taxation
(i) Current Tax 34800 15500
(ii) Deferred Tax 788 1136
(iii) Income Tax Provision earlier year 15602 13296
Profit for the year 166960 44185 1

OPERATIONAL REVIEW:

Gross revenues for the year ended 31st March 2017 is Rs. 2301045/- asagainst Rs. 1126256/- in the previous year. Profit before depreciation and taxation isRs. 263167/- as against Rs. 337228/- in the previous year. The net profit of theCompany for the year under review was placed is Rs. 166960/- as against Rs. 44185/- inthe previous year.

DIVIDEND

However with the view to conserve the resources of company the directors are notrecommending any dividend.

SHARE CAPITAL

The paid up equity capital as on March 31 2017 was Rs. 10400000/-. During the yearunder review the Company has not issued any shares.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financialposition of the Company between the end of the financial year of the Company as on March31 2017 and the date of this report i.e. May 31 2017.

GENERAL

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 and rules made there under.

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

The Company has in place policy as per the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013. During the year companyhas no women employees during the year.

DIRECTOR & KMP

Mrs. Poonam Rathi retires by rotation and being eligible offers herself forre-appointment. The Directors recommend Mr. Poonam Rathi for reappointment.

There has one Change in the constitution of Board during the year Mr. Ellath Surendranhas resigned from the directorship of the company w.e.f. 12/08/2016.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has earned out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffective^.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Four Board Meetings were convened and held and the intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

SN Date of Meeting Board Strength No. of Directors Present
1. 30/05/2016 6
2. 12/08/2016 5
3. 14/11/2016 5
4. 14/02/2017 5

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The detail of the investments made by company is given in the notes to the financialstatements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theChairman & Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies.

Based on the report of internal audit function corrective action is taken and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted as per the section178(1) of the Companies Act 2013.

AUDIT COMMITTEE

The Company's Audit Committee has been constituted as per section 177 of the CompaniesAct 2013. Four meetings of the Audit Committee were held during the financial year2016-1.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company's Stakeholders Relationship Committee has been constituted as per section177 of the Companies Act 2013. Two meetings of the

Stakeholders Relationship Committee were held during the financial year 2016-17

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has constituteda business risk management committee. The details of the committee and its terms ofreference are set out in the corporate governance report forming part of the Boardsreport.

At present the company has not identified any element of risk which may threaten theexistence of the company.

AUDITORS & REPORT thereon

Pursuant to the provisions of Section 139 of the Companies Act 2013 the term ofStatutory Auditors of the Company M/s. G. S. Toshniwal & Associates (FRN: 116867W)ends at the conclusion of the ensuing Annual General Meeting and not eligible forre-appointment. The Audit Committee has recommended the appointment of R. K. Somani 8sAssociates Chartered Accountants (ICAI Firm Registration No. 118666W) in place ofretiring Statutory Auditors. M/s. R. K. Somani & Associates have furnished acertificate that their appointment if made will be within the limits prescribed underthe Companies Act. The Directors recommend their appointment as the Statutory Auditors fora period of five years for approval of the Members. Members are requested to approve theirappointment as Statutory Auditors to hold office from the conclusion of this AnnualGeneral Meeting until the conclusion of the 69th Annual General Meeting of the Companysubject to the ratification of their appointment by the Members at every Annual GeneralMeeting till the 38rh Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

INTERNAL AUDITOR

As per section 138 of the Companies Act 2013 the Company has appointed M/s. G SToshniwal & Associates Chartered Accountants internal auditors for the year to2017-2018 to conduct the internal audit and to ensure adequacy of the internal controlsadherence to Company's policies and ensure statutory and other compliance throughperiodical checks and internal audit.

COST AUDITORS

As per Section 148 read with Companies (Audit 8s Auditors) Rules applicable to costauditors the company was not liable to appoint Cost auditors for the financial year2017-18.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Nimesh Padia & Associates a Company Secretaries in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the extract of AnnualReturn of the Company for the financial year ended on March 31 2015 in Form MGT-9 isannexed herewith.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not meet the criteria of Section 135 of Companies Act

2013 read with the Companies (Corporate Social Responsibility Policy) Rules

2014 so there is no requirement to constitute Corporate Social ResponsibilityCommittee.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

SEBI Circular No. No. SEBI/LAD-NRO/GN/2015-16/013 dated 02nd September 2015 we areunder exempted category as the paid up equity capital of the Company is below Rs. 10Crores and Net worth is below Rs.25 Crores as on the last day of the previous financialyear (audited). I.e. 31.03.2017.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

A) There were no qualifications reservations or adverse remarks made by the Auditorsin their report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

A) There were no qualifications reservations or adverse remarks made by the Auditorsin their report.

B) EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS ARE AS FOLLOWS:

1) The Board of Directors of the Company is not constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Director. The Company has notappointed a full-time Company Secretary as key managerial personnel as required underSection 203 of the Act.

Ans : The Comapany is reconstituting the Board in the near future by appointingexecutive nonexecutive & independent director The Company is enjoying the services ofPractising Company Secretary (PCS) since last so many years for observance and complianceas per the Companies Act 2013 & amp; SEBI. The Company has already intimated aboutappointment of Managing Director CFO to BSE & necessary compliance under companiesact will be done current financial year

2) The Company has appointed Mrs. Pankti Chetan Bhansali as an Independent Director onthe Board of the Company. However she is not eligible to be appointed as an IndependentDirector as she holds more than 2% of the total voting power of the Company which is notin compliance with the provisions of Section 149 of the Act and the Rules made thereunder.

Ans: The Company will change the designation from Independent Director to NonIndependent Non-Executive Director during the reconstitution of the Board

3) We further report that the composition of the Audit Committee Nomination &Remuneration Committee and Shareholders Grievance Committee is not as per the provisionsof the Act.

Ans: As soon as the board of directors are reconstituted the Audit CommitteeNomination & Remuneration Committee and Shareholders Grievance Committee shall beconstituted as prescribed under the Act.

4) Investments of the Company are in excess of the limits prescribed under Section 186of the Act. As per the explanation received from the Management of the Company theinvestments pertain to previous financial years the approval of which was given by themembers. However presently the Company does not have the copies of the resolution passedfor the same. We have been informed by the Management that the Company shall trace themissing documentation and apply for condonation of delay in filing of MGT- 14 to registerthe special resolution in the current year as prescribed under the Act

Ans: The investments pertain to previous financial years and the Company has not madenew investments during the financial year under review but since the investments areexcess in terms of limits under the Act the company shall take necessary steps to applyfor compounding under Act.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

As such there is no woman employee in the Company; an Anti-Sexual Harassment Policy inline with the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is not applicable to the Company.

PARTICULARS OF EMPLOYEES

Information as per Section read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyis not applicable.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Considering the nature of activities of the company the Information relating toconservation of energy technology absorption and foreign exchange earnings and outgo arenot applicable to the Company. However the Company is making all efforts to conserve thesame and the Company's technology being indigenous the question of absorption by theCompany does not arise. Also no foreign exchange were earned or spent.

DETAILS OF FRAUDS REPORTED BY AUDITORS:

During the year under review there were no frauds reported by Statutory Auditors underprovision of section 143(12) of the Companies Act 2013 and rules there under.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

Place : Mumbai By Order of the Board
DATED: 31/05/2017
REGISTERED OFFICE
SHOP NO. 276 PRAKASHCHANDRA RATHI POONAM RATHI
DREAMS MALL Din 01393087 Din. 01274428
L. B. S. MARG BHANDUP (WEST) Director Director
MUMBAI - 400078