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Karnimata Cold Storage Ltd.

BSE: 537784 Sector: Others
NSE: N.A. ISIN Code: INE576P01019
BSE LIVE 12:10 | 12 Jul Stock Is Not Traded.
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OPEN 8.32
PREVIOUS CLOSE 10.40
VOLUME 12000
52-Week high 14.00
52-Week low 8.32
P/E 42.86
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.32
CLOSE 10.40
VOLUME 12000
52-Week high 14.00
52-Week low 8.32
P/E 42.86
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Karnimata Cold Storage Ltd. (KARNIMATACOLD) - Director Report

Company director report

To

The Members

Karnimata Cold Storage Limited

Your Directors are pleased to present their 5th Annual Report on thebusiness and operations of your Company together with the Audited Accounts for the yearended 31st March 2016.

The Financial performance of the Company for the year ended 31st March 2016is summarized below:-

Financial Result 31st March 2016 31st March 2015
(Rs. in lacs) (Rs. in lacs)
Profit before taxation 8.56 6.29
Less: Provision for Taxation (1.64) (1.21)
Add: MAT credit entitlement 1.35 1.21
Profit after Tax 8.28 6.29
Add: Profit brought forward from previous year 20.37 14.08
Balance carried over to Balance Sheet 28.65 20.37

COMPANY’S PERFORMANCE

The revenue from operations for FY 2015-16 at ‘Rs. 425.34 lacs was lower by 21.53%over last year (` Rs. 542.05 lacs in FY 2014-15)Profit before taxation was Rs.8.56 lacsagainst Rs.6.29 lacs in the previous year. Profit after tax ("PAT") for the yearwas Rs 8.28 lacs recording a growth of 31.60% over the PAT of Rs 6.29 lacs of FY 2014-15.

SHARE CAPITAL

The paid up equity capital as on March 31 2016 was Rs.50840000 (Five Crores EightLacs Forty Thousand). The Company does not issued any Shares during the year and neitherissued any bonus shares nor granted stock options nor sweat equity during the year underreview.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the year ended 31st March2016.

TRANSFER TO RESERVES

The Board of the company has not proposed any amount to carry to its reserves.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the details forming part of the extract ofthe Annual Return in Form MGT-9 is annexed herewith as "Annexure I".

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

Companies which has become/ceased to be subsidiaries JVs or Associates during theyear: Not Applicable.

The provisions of the Rule 8(1) of the Chapter IX Rules are not applicable to thecompany as the Company does not have any subsidiaries associates and joint ventures.

INFORMATION TECHNOLOGY AND COMMUNICATION

During the financial year 2015-16 apart from upgrading the existing softwareapplication with enhanced/added features to meet the current and emerging business needs.

ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) of the Companies Act 2013 read with Rule 8 (3) ofCompanies (Accounts) Rules 2014 the relevant information is given below:

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT

The Company has no formal research and development department but the Company iscontinuously making efforts to strength research and development activities to improvequality and reduce cost.

TECHNOLOGY IMPORT ABSORPTION

The Company has not imported any technology. Indigenous technology available iscontinuously upgraded to improve overall performance. The Company has not made anyexpenditure on Research & Development throughout the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no earnings and outgo in foreign exchange.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

Mrs. Asha Ladia director of the Company liable to retire by rotation and beingeligible offered herself for reappointment.

During the year Mr. Subrat Kumar Nayak who was the Company Secretary & ComplianceOfficer of the Company submitted his resignation as on 24th September 2015due to some personal reasons. The same was accepted by the Board and the Board herebyplaces on record its sincere thanks and gratitude for the valuable contribution made byMr. Subrat Kumar Nayak. The Board on behalf of all the members wishes to Mr. Subrat KumarNayak a healthy and successful life.

DECLARATION BY INDEPENDENT DIRECTOR

Mrs. Kalpana Agrawal (DIN: 02976827) and Mrs. Venus Kedia (DIN: 06422518) independentdirectors of the Company have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has on recommendation of the Nomination and Remuneration Committeeformulated a policy named Nomination and Remuneration Policy for selection and appointmentof Directors senior managements and their remuneration.

MEETINGS

The details of the number of Board Meetings and meetings of various Committees aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the time period prescribed under the Companies Act 2013.

AUDIT COMMITTEE

The Constitution of Audit Committee of the Company are as follows:

Mrs. Venus Kedia (DIN: 06422518)-Non-executive Independent Director- Chairman Mrs.Kalpana Agarwal (DIN: 02976827) - Non-executive Independent Director-Member Mr. PradipLodha (DIN: 03006602)- Managing Director- Member More details on the Committee are givenon the Corporate Governance Report.

DIRECTOR’S RESPONSIBILY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013with respect to Directors’Responsibility Statement it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31stMarch 2016; the applicable accounting standards have been followed along with properexplanation relating to material departure.

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) That the Directors have prepared the accounts for the financial year ended 31stMarch 2016 on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

a. ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16:

Name of the directors Ratio to median remuneration
Executive directors
Pradip Lodha 0.31
Non-executive directors
Mrs. Asha Ladia -
Mrs. Kalpana Agarwal -
Mrs. Venus Kedia -

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year 2015-16:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Pradip Lodha Managing Director 64.81
Supreme Lodha Chief Financial Officer 37.78
Subrat Kumar Nayak Company Secretary 7.91

c. The percentage increase in the median remuneration of employees in the financialyear: 66.09%

d. The number of permanent employees on the rolls of Company: 17

e. The explanation on the relationship between average increase in remuneration andCompany performance:

The revenue of the Company decreases by (-)18.75% and the profit of the Companyincreases by 31.60% in comparison to Company performance.

f. Comparison of the remuneration of the key managerial personnel against theperformance of the

Company:

Aggregate remuneration of key managerial personnel (KMP) in FY 16 (` lacs) 7.92
Revenue (`lacs) 425.34
Remuneration of KMPs (as a % of revenue) 1.86
Profit before Tax (PBT) (`lacs) 8.56
Remuneration of KMP (as a % of PBT) 92.52

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2016 March 31 2015 % Change
Market Capitalisation (‘lacs) 688.88 991.38 (-)30.51
Price Earnings Ratio 84.69 162.50 (-)47.88

h. Comparison of each remuneration of the key managerial personnel against theperformance of the

Company:

Pradip Lodha Supreme Lodha Subrat Kumar Nayak
Managing Director Chief Financial Officer Company Secretary
Remuneration in FY16 (` lacs) 3.56 3.2 1.16
Revenue (`lacs) 425.34
Remuneration as % of revenue 0.84 0.75 0.27
Profit before Tax (PBT) (`lacs) 8.56
Remuneration (as % of PBT) 41.59 37.38 1.55

i. The key parameters for the variable component of remuneration availed by thedirectors:

They are considered by the Board of Directors based on the recommendation of the HumanResources Nomination and Remuneration Committee as per remuneration policy for DirectorsKey Managerial Personnel and other employees.

j. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors and KMPs but receive remuneration in excess of the highest paiddirector during the year: None

k. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 (1) of the Companies Act 2013 during the year under review. There are notransactions to be reported in Form AOC 2.

CODE OF CONDUCT

The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations. The "Code of Conduct" is available on the Corporate Governancesection of the Company’s website www.karnimatacoldstorage.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.

All the directors and management personnel have submitted declaration confirmingcompliance with the code.

PUBLIC ISSUE

During the year under review the Company has not issued any securities to the public.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company framed a policy to provides a channel to theemployees and directors to report to the management concerns about unethical behavioractual or suspected fraud or violation of the Codes of Conduct or legal or regulatoryrequirements incorrect or mis-representation of any financial statements and reports etc.

This Policy intends to cover serious concerns that could have serious impact on theoperations and performances of the Company and malpractices and events which have takenplace or suspected to have taken place misuse or abuse of authority fraud or suspectedfraud violation of company rules manipulations negligence causing danger to publichealth and safety misappropriation of monies and other matters or activity on account ofwhich the interest of the Company is affected and formally reported by whistle blowersconcerning its employees.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.

All the Board of Directors and designated employees have confirmed compliance with theCode.

RISK MANAGEMENT POLICY

The board of directors of the Company has formed a risk management committee to frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis.

This Policy intends to cover concerns that could have serious impacts on theoperational and financial performance of the Company. The scope of the policy is toidentify assess and treat the risk associated with the Company and building framework andrisk management programs reviewing of the effectiveness of such programs and collectivelyto achieve the target of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014]:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company’s operations in future.

FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL 2014)

There is no such fraud committed/occurred in the Company which is required to bereported to the Board as per Companies Amendment Bill 2014.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has maintained adequate internal financial control system to ensure thatits assets are protected against loss of unauthorized use and improper handling. Duringthe year the company appointed M/s Kshitiz & Co. 51 Nalini Sett Road 5thFloor Room No- 19 Kolkata- 700007. The firm is authorized by the Audit Committee and theboard to access the adequacy and compliance of internal financial control processprevention and detection of frauds and errors the accuracy and completeness of theaccounting records the timely preparation of reliable financial disclosures and statutoryrequirements etc. The Audit Committee met regularly to review reports submitted by theInternal Auditor. The Audit Committee upon discussion with internal auditor set upapplicable control measures for the Company.

STATUTORY AUDITORS

At the 3rd Annual General Meeting held on 25th September 2014M/s Bidasaria & Associates Chartered Accountants were appointed as statutory auditorsof the Company to hold office till the conclusion of 8th Annual General Meetingof the Company. In the terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s Bidasaria & Associates CharteredAccountants as Statutory Auditors of the Company is placed for ratification by theshareholders. In this regard the Company has received a certificate from the Auditors tothe effect that if they are re-appointed it would be in-accordance with the provisions ofSection 141 of the Companies Act 2013.

AUDITORS’ REPORT

The observations of the auditors in their report are self-explanatory and therefore inthe opinion of the Directors do not call for further comments.

SECRETARIAL AUDITOR

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 Mr. B L Patni a whole time Company Secretary in practice having Membership No.1321 to undertake the Secretarial Audit of the Company for the Financial Year 2015-16.

SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The Secretarial Audit report is annexed herewith as "AnnexureII".

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations corporate governance report with auditors’certificate thereon and management discussion and analysis are attached which form partof this report.

INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints duly resolved and as on date there is no complaintspending.

LISTING OF SHARES

The equity shares of your Company are listed on the SME Platform of BSE Limited 25thFloor P.J. Towers Dalal Street Mumbai 400001 and listing fees for the year 2015-16 hasbeen paid.

ACKNOWLEDGEMENT

Your directors place on record their appreciation for co-operation and support extendedby the Banks SEBI Shareholders Bankers to the Issue RTA and farmers and Traders fortheir continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degreeof professionalism and enthusiastic effort displayed by them during the year.

For and on behalf of the Board of Director

Sd/-
Date: 30/05/2016 ASHA LADIA
Place: Paschim Medinipur (CHAIRMAN)
Registered office:
Village - Chekuasole P.O. - Jogerdanga P.S.- Goaltore
Dist Paschim Medinipur PIN 721121 West Bengal