Kapil Cotex Ltd.
|BSE: 512036||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE393H01016|
|BSE 00:00 | 18 May||Kapil Cotex Ltd|
|NSE 05:30 | 01 Jan||Kapil Cotex Ltd|
|BSE: 512036||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE393H01016|
|BSE 00:00 | 18 May||Kapil Cotex Ltd|
|NSE 05:30 | 01 Jan||Kapil Cotex Ltd|
Kapil Cotex Limited
The Directors have pleasure in submitting their 35th ANNUAL REPORT along with theAudited Balance Sheet and Profit & Loss Account for the year ended 31st March 2018
Total revenues for the year ended 31st March 2018 is Rs. 645891/- as against Rs.2301045/- in the previous year. Profit before depreciation and taxation is Rs. 21379/-as against Rs. 263167/- in the previous year. The net profit/(Loss) of the Company forthe year under review was placed is (Rs. 41718/-) as against Rs. 166960/- in theprevious year.
In view of loss incurred by the company the directors are not recommending anydividend.
The paid up equity capital as on March 31 2018 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 2018 and the date of this report i.e. May 30 2018.
During the financial year 2017-18 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
Mr. Prakash Rathi retires by rotation and being eligible offers himself forreappointment. The Directors recommend Mr. Prakash Rathi for re-appointment.
There has been three Changes in the constitution of Board during the year Mr. RakeshSompani & Mr. Jagsih Mantri were appointed as additional Director w.e.f. 04/09/2017& 07/09/2017 respectively and appointed as Independent Non-Executive Directorw.e.f.29th September 2017. And Mr. Prakash Rao was resigned from the directorship of thecompany w.e.f. 13/02/2018.
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.
Pursuant to the provisions of the Companies Act 2013 the Board has carried 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 operatingeffectively.
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.
The Company does not have any subsidiary.
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year Five Board Meetings were convened and held and the intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
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.
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 year2017-18.
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 Committeewere held during the financial year 2017-18
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
The Auditors Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2018. The Notes on financialstatement referred to in the Auditors Report are self-explanatory and do not call for anyfurther comments.
In accordance with Sec 139 of the Companies Act 2013 M/s. R. K. Somani &Associates Chartered Accountants (ICAI Firm Registration No. 118666W) were appointed bythe shareholders of the Company at the Annual General Meeting held on September 29 2017as Statutory Auditors for a period of 5 years to hold office until the conclusion of the39th Annual General Meeting of the Company in calendar year 2022.
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 to2018-2019 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.
As per Section 148 read with Companies (Audit & Auditors) Rules applicable to costauditors the company was not liable to appoint Cost auditors for the financial year2018-19.
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 Mishra & Associates a Company Secretaries in practice to undertake theSecretarial 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 2018 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 withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.
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.10 Croresand Net worth is below Rs.25 Crores as on the last day of the previous financial year(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.
B) EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS ARE AS FOLLOWS:
1) As per provisions of Section 203 of Companies Act 2013 Company has notappointed Key Managerial Personnels. Also as per Regulation 6 of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 Company has not appointed aCompliance Officer.
Ans: The Company is in process of reconstituting its Board in the near future byappointing executive nonexecutive & independent director as per the provisions of theCompanies Act and LODR. The Company is enjoying the services of Practising CompanySecretary (PCS) since last so many years for observance and compliance as per theCompanies Act 2013 & kmp; SEBI. The Company has already intimated about appointmentof Managing Director CFO to BSE & necessary compliance under companies act will bedone in current financial year & Mr. Yogesh Chandak has appointed as a complianceOfficer
2) As per management representation received and explanation provided by theManagement of the Company Company do have a website however due to some technical errorit was not functional. Therefore we unable to make any judgement regarding compliance withRegulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015regarding maintenance of Website.
The Company has discuss with the technical person for issues & they try to resolvethe technical issues at the earliest.
3) Ms. Pankti Chetan Bhansali who was appointed as an Independent Director of theCompany does not full fill the Criteria of Independence as per Section 149 (6) ofCompanies Act 2013 and Regulation 16 (b) of SEBI (Listing Obligation and DisclosureRequirements) Regulation
2015 as she holds 2.40% of the Total Voting Power of the Company as per ShareholdingPattern as on June 2018. Also as per minutes of the Board Meetings of the Company Ms.Pankti Chetan Bhansali was redesignated as Non-Independent and Non-Executive Director ofthe Company w.e.f. September 07 2017. However Form DIR-12 for such re-designation was notfiled till date.
Ans: Ms. Pankti Chetan Bhansali was re-designated as Non-Independent andNon-Executive Director of the Company w.e.f. September 07 2017. The company has filedDir-12 in due course.
4) Mr. Rakesh Ramswaroop Somani and Mr. Jagdish Manohar Mantri who was appointedas Additional Director (Independent and Non-Executive) with effect from 07.09.2017 and wasregularized at the 34th Annual General Meeting but Company failed to File Form DIR-12 withRegistrar of Companies Mumbai.
The Company has filed Mgt-14 in Registrar of Companies Maharashtra for appointment ofMr. Rakesh Ramswaroop Somani and Mr. Jagdish Manohar Mantri appointed as an IndependentNon-Executive director. The company has filed Dir-12 in due course.
5) As per representation received during the year under review the Company hasappointed M/s. G. S. Toshniwal & Associates Chartered Accountants as InternalAuditors. However in Form MGT-14 inadvertently mentioned as N.S. Bhatt & Company.
Its typographical mistake however attached proper board resolution for appointmentM/s. G. S. Toshniwal & Associates Chartered Accountants as Internal Auditors in formMgt-14.
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.
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.