Karnimata Cold Storage Limited
Your Directors are pleased to present their 7th Annual Report on thebusiness and operations of your Company together with the Audited Accounts for the yearended 31st March 2018.
The Financial performance of the Company for the year ended 31st March 2018is summarized below:-
|Financial Result ||31st March 2018 ||31st March 2017 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Profit before taxation ||32.99 ||14.43 |
|Less: Provision for Taxation ||(6.34) ||(2.75) |
|Add: MAT credit entitlement ||6.34 ||2.75 |
|Profit after Tax ||32.99 ||14.43 |
|Add: Profit brought forward from previous year ||43.08 ||28.65 |
|Balance carried over to Balance Sheet ||76.07 ||43.08 |
The revenue from operations for FY 2017-18 at 'Rs. 470.90 lacs was increased by 1.58%over last year ('Rs. 463.56 lacs in FY 2016-17) Profit before taxation was Rs.32.99 lacsagainst Rs. 14.43 lacs in the previous year. Profit after tax ("PAT") for theyear was ' 32.99 lacs recording a growth of 128.62% over the PAT of '14.43 lacs of FY2016-17.
The paid up equity capital as on March 31 2018 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.
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 March2018.
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
The Company continues to adopt and use the latest technologies to improve theproductivity and quality of its services 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.
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 Miss Chandni Gupta resigned from the post of Company Secretary &Compliance Officer of the Company at the board meeting held on 16th January2018. The same was approved by the Board.
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.
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 ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on directors' appointment and remuneration provided in Section178(3) of the Act has been disclosed in the Corporate Governance Report which is a partof this report.
Six meetings of the board were held during the year. For details of meetings of theboard please refer to the Corporate Governance Report which is a part of this report.
The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report.
DIRECTOR'S RESPONSIBILY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby confirmed:
a) That in the preparation of the accounts for the financial year ended 31stMarch 2018; 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 2018 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 2014 are given below:
a. ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2017-18:
|Name of the directors ||Ratio to median remuneration |
|Executive directors || |
|Pradip Lodha ||0.16 |
|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 2017-18:
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the financial year |
|Mr. Pradip Lodha Managing Director ||88.41 |
|Mr. Sunil Kumar Churiwala Chief Financial Officer ||@ |
|Miss Chandni Gupta Company Secretary ||49.73 |
@ Mr. Sunil Kumar Churiwala was appointed on 1st April 2017. Accordinglythe disclosures with respect to increase in their salary are not given.
c. The percentage increase in the median remuneration of employees in the financialyear: 4.04%
d. The number of permanent employees on the rolls of Company: 15
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 3.70%. Average increase in managerialremuneration for the year was 73.82%.
f. 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 details in respect of code of conduct is included in the Corporate Governancereport which is a part of this report.
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.
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 continual 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.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
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.
The observations of the auditors in their report are self-explanatory and therefore inthe opinion of the Directors do not call for further comments. The Auditor's report forfiscal 2017-2018 does not contain any qualification reservation or adverse remark.
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 Ms. Dipika Jain a whole time Company Secretary in practice having MembershipNo. 50343 & C.P. No.18466 to undertake the Secretarial Audit of the Company for theFinancial Year 2017-18.
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 for financial year 2017- 2018 doesnot contain any qualification reservation or adverse remark. The Secretarial Audit reportis annexed herewith as "Annexure II" to the Board's report in this Annualreport.
As per SEBI Listing Regulations corporate governance report with auditors' certificatethereon and management discussion and analysis are attached which form part of thisreport.
INVESTOR COMPLAINTS AND COMPLIANCE
There were no complaints received during the year.
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 2017-18has been paid.
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: 30/05/2018 ||ASHA LADIA |
|Place: Paschim Medinipur ||(CHAIRPERSON) |
|Registered office: || |
|Village - Chekuasole P.O. - Jogerdanga P.S.- Goaltore || |
|Dist - Paschim Medinipur PIN- 721121 West Bengal || |