Your Directors have pleasure in presenting Company's 40th Annual Report andAudited Financial Statements for the financial year ended March 31st 2022.
1. FINANCIAL RESULTS
(Rs. in Lakhs)
|Other Income ||154.16 |
|Loss before Interest and Depreciation ||52.99 |
|Less : Interest ||7.20 |
|Depreciation ||3.01 |
|Tax Expense (including Deferred Tax) ||13.07 |
|Profit after tax ||29.71 |
|Other Comprehensive Income/(Loss) ||- |
|Total Comprehensive Income/(Loss) ||29.71 |
2. HIGHLIGHTS OF PERFORMANCE
During the year under review Pursuant to approval of Board of Directors/ AuditCommittee/Committee of Board of Directors the Company has completed the sale of Plant& Machinery Stores and Spares of the Company and leased out all godowns of theCompany situated at Akrampur-Magarwara Distt. Unnao which resulted in profit beforeinterest and depreciation of Rs. 52.99 Lacs. After adjustment of Interest depreciationand tax the year resulted in profit of Rs. 29.71 lakhs as compared to loss of Rs. 25.27lakhs in the previous year. The Company's assessment under Income Tax Act 1961 iscompleted upto A.Y. 2021-22 and there was no outstanding demand.
Impact of COVID-19:
There was no impact of COVID-19 on the financial statements of the Company as itsmanufacturing was totally closed.
Indian Accounting Standards (Ind-AS)-IFRS Converged Standards.
The Company has adopted Indian Accounting Standards (Ind-AS) with effect from 1stApril 2017 pursuant to Ministry of Corporate Affairs' notification of the Companies(Indian Accounting Standard) Rules 2015 and the Annual Accounts of 2021-22 has beendrawn in terms of provisions of the Ind-AS.
The present lease agreements are upto 31.08.2022 but the management expectspossibilities of its further renewal.
3. TRANSFER TO RESERVES
The Company has retained the amount of Rs. 29.71 lakhs in the Profit and Loss Accountand no amount has been transferred to General Reserve.
Due to accumulated losses the Board of Directors do not recommend any dividend onEquity shares.
5. SHARE CAPITAL
The Company's Authorized Capital remains unchanged at Rs. 200 Lakhs. The Paid up EquityShare Capital of the Company as on the date of Balance Sheet stands unchanged at Rs.8501000/- (comprising of 850100 Equity shares of Rs. 10/- each).
6. FIXED DEPOSITS
Your Company has not invited any deposits during the financial year under review.
Your Company does not have any subsidiary within the meaning of the Companies Act2013. During the financial year ended 31st March 2022 no entity became orceased to be the subsidiary joint venture or associate of the Company.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. In accordance with the provisions of Section 152 of the Companies Act 2013 andRules made thereunder Mr. Vishwa Nath Khandelwal (DIN: 00161893) Whole-time Director(Works) retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re- appointment to the Board.
The tenure of Mr. Dinesh Khandelwal designated as Whole-time Director (Finance) &CFO who was appointed for three (3) years w.e.f 1st April 2020 will expire on31st March 2023. The Board on the recommendation of Nomination and RemunerationCommittee has recommend for his re- appointment as Whole-time Director (Finance) & CFOfor three (3) years period from 01.04.2023 on the remuneration detailed in the notice ofAGM subject to approval by members in the general meeting. Your Directors recommend theresolution for re-appointment of Mr. Dinesh Khandelwal for your approval.
Pursuant to the Companies (Appointment and Qualification of Directors) Fifth AmendmentRules 2019 all Independent Directors have registered their name in the data bank ofIndependent Directors.
All Independent Directors have given declarations of compliance of Rule 6(1) & (2)of Companies (Appointment and Qualification of Directors) Rules 2014 as amended alongwith the declaration that they meet the criteria of independence as laid down underSection 149 (6) of the Companies Act 2013.
b. Mr. Dinesh Khandelwal Whole-time Director (Finance) & CFO; Mr. Vishwa NathKhandelwal (DIN: 00161893) Whole-time Director (Works) and Mr. Mohit Srivastava CompanySecretary and Compliance Officer are the Key Managerial Personnel of your Company.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013; the Nomination and RemunerationCommittee formulated the criteria for evaluation of the performance of the Board ofDirectors its various Committees constituted as per the provisions of the Companies Act2013 and individual directors. Based on that the Board of Directors carried out an annualevaluation of its own performance and of its various Committees viz. Audit CommitteeNomination and Remuneration Committee Stakeholder Relationship Committee and Committee ofDirectors and expressed their satisfaction with its performance and performance of itsCommittees. The Board of Directors also evaluated the performance of individual Directoron the basis of self-appraisal and expressed their satisfactory performance. The Board ofDirectors also carried out an annual performance evaluation of its Independent Directorsand expressed their satisfaction with their functioning / performance.
In terms of Schedule IV to the Companies Act 2013 the Independent Directors alsoconvened a separate meeting for this purpose and evaluated the performance of Chairman andNon- Independent Directors.
10. REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination and RemunerationCommittee has framed a policy which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The Policycovers the criteria for selection and appointment of Board Members and senior managementand their remuneration. The Company's Remuneration Policy is based on the principles of(i) Pay for Responsibility and Duties (ii) Pay for Potential and (iii) Pay for growth ofthe Company.
The Nomination and Remuneration Committee is vested with powers to determine yearlyincrements/salary increase of Executive Directors/ KMPs and one level below based on theirperformance and contribution towards profitability and sustainability of Company. NonExecutive Directors are paid only sitting fee which is decided by Nomination &Remuneration Committee.
11. RISK MANAGEMENT POLICY
The Company's business at present is limited to leasing out the godowns which havelimited risk. As leasing to a renowned corporate has little risk.
12. INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal control relating to purchase/repairs& maintenance items commensurate with the size of the Company and nature of itsbusiness. The Company has also Internal Control System for speedy compilation of Accountsand Management Information Reports and to comply with applicable laws and regulations. TheCompany has a well defined organizational structure authority levels and internal rulesand regulations for conducting business transactions suitable to the size of the business.
The Company has already formed an Audit Committee which met four times in a year. AuditCommittee also ensures proper compliance with the provisions of The Companies Act 2013and also reviews the adequacy and effectiveness of the internal control environment andmonitors implementation of internal audit recommendations. Besides the above AuditCommittee is actively engaged in overseeing financial disclosures and in reviewing yourCompany's risk management policies.
13. INTERNAL FINANCE CONTROLS
In accordance with Section 134(5)(e) of the Companies Act 2013 the Company hasInternal Financial Controls Policy by means of policies and procedures commensurate withthe size & nature of its operations and pertaining to financial reporting. Inaccordance with Rule 8(5)(viii) of Companies (Accounts) Rules 2014 it is herebyconfirmed that the Internal Financial Controls are adequate with reference to thefinancial statements.
14. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or grievancesdetrimental to the interest of the Company. The Whistle Blower Policy has been posted onthe website of the Company.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business and the provisions of Section188 of the Companies Act 2013 are not attracted. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. Thus disclosure in Form AOC-2 was not required. Detailsof transactions made are disclosed in financial statements. All related party transactionsare presented to the Audit Committee and the Board. Omnibus approval of Audit Committeewas obtained for the transactions which are foreseen and repetitive in nature.
16. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethere under M/s. Gupta Vaish & Co. Kanpur Chartered Accountants (ICAI RegistrationNo 005087C) were appointed as the Statutory Auditors of the Company to hold office forfive consecutive years starting from the conclusion of the 35th Annual General Meeting(AGM) held on September 23 2017 until the conclusion of the 40th AGM of the Company to beheld during the current year 2022.
Subject to the approval of the members of the Company the Audit Committee and theBoard of Directors during their respective meetings held on August 13 2022 haveconsidered and recommended the appointment of M/s. P.L. Tandon & Co.
Kanpur Chartered Accountants (ICAI Registration No 000186C) as the StatutoryAuditors of the Company to hold office from the conclusion of the 40th Annual GeneralMeeting until the conclusion of the 45th Annual General Meeting of the Company to be heldin year 2027.
M/s. P.L. Tandon & Co. have confirmed their eligibility and qualification requiredunder Sections 139 141 and other applicable provisions of the Companies Act 2013 andRules issued thereunder (including any statutory modification(s) or reenactment(s) thereoffor the time being in force).
M/s. P.L. Tandon & Co. Kanpur Chartered Accountants (ICAI Registration No000186C) have given their consent for the proposed appointment as Statutory Auditors ofthe Company from the conclusion of the ensuing Annual General Meeting of the members ofthe Company. They have further confirmed that the said appointment if made would bewithin the prescribed limits under Section 141(3)(g) of the Companies act 2013 and thatthey are not disqualified for appointment.
There are no qualifications reservations or adverse remarks or disclaimer made in theAuditor's Report for the financial year ended 31st March 2022 which requiresany clarification or explanation by the Board of Directors.
17. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of The Companies Act 2013 and the Rules madethere under M/s. Banthia & Co Practicing Company Secretary (CP No. 1405) Kanpurwere appointed to conduct the Secretarial Audit of the Company for the year ended 31stMarch 2022. The Practicing Company Secretary has submitted his Report on the secretarialaudit which is annexed as Annexure I to this Directors' Report. The SecretarialAudit Report does not contain any adverse observation or qualification requiringexplanation or comments from the Board under Section 134(3)(f) of the Companies Act 2013.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS Pursuant to the provisions ofSection 143 (12) of the Companies Act 2013 no instance of fraud has been reported by theauditors against the Company.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departure:
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for the same period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the Company that are adequate andare operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these are adequate and are operating effectively.
20. MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments made by the Company affecting thefinancial position of the Company between the end of financial year and date of the Report.
21. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL
No significant and material orders have been passed by any Regulator or Court orTribunal impacting the going concern status and Company's operations in future.
22. CHANGE IN THE NATURE OF BUSINESS
The Company had closed manufacturing operations in 2018. During the year all the plantand machineries and stores and spare parts have been sold. It has leased out all godownsof the Company situated at Akrampur-Magarwara Distt. Unnao.
23. STATUTORY DISCLOSURES:
i. CORPORATE GOVERNANCE
The Company is exempted from compliance of Corporate Governance provisions as per SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
ii. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on 31st March 2022 is available on the website of the Companyand can be accessed at http://www.khandelwalextractions.com/announcements.html
iii. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR
a. The Board of Directors met four times during the year on 26.06.2021 14.08.202113.11.2021 and 12.02.2022. All the Directors were present in all the meetings.
b. The Audit Committee formed under Section 177 of Companies Act 2013 consisting ofMr. Ashok Gupta Chairman; Mr. Atul Bagla and Mr. K.N. Khandelwal met five times duringthe year on 26.06.2021 05.07.202114.08.2021 13.11.2021 and 12.02.2022. All the memberswere present in all the meetings.
c. During the year Nomination and Remuneration Committee consisting of Mr. AshokGupta Chairman; Mr. Atul Bagla Mr. Anil Kamthan and Mr. K.N. Khandelwal met one timeduring the year on 12.02.2022. All the members were present in the meeting.
d. The Stake Holders Relationship Committee consisting of Mr. Anil Kamthan Chairman;Mr. K.N. Khandelwal and Mr. Dinesh Khandelwal met once on 25.03.2022 to take note ofinvestor complaints/grievances. All the members were present in the meeting.
e. Independent Directors held a meeting on 25.03.2022 to assess /evaluate theperformance of Chairman and Non-Independent Directors and concluded their satisfaction ontheir performances.
iv. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is not applicable to the Company.
v. DISCLOSURE UNDER SECTION 186: LOANS AND INVESTMENTS
Loans and investments were made for deployment of surplus funds which are within thelimits as prescribed u/s 186 of the Companies Act 2013. Details are given in financialstatements annexed in the Annual Report for F.Y. 2021-22.
vi. CONSERVATION OF ENERGY
vii. TECHNOLOGY ABSORPTION
viii. IMPORTS / EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no import/export and no foreign exchange earnings and outgo incurred duringthe year under review.
ix. REMUNERATION PAID TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL PERSONAL
Details of remuneration paid to Directors KMPs are given in Form No. MGT-9 (availableon the website of the Company). Further details as required under Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read withsection 197(12) of the Act are same as per previous year. No new employee was employedduring the year. Also no increase in salary was given to any employee. Executive directorshave been paid minimum remuneration as approved by the Shareholders. Non-executiveDirectors have been paid only sitting fees.
There was no employee getting salary in excess of the limit as specified under Rule5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014read with section 197(12) of the Act throughout or part of the year under review.
x. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
No complaint has been received under the aforesaid Act during the year under reference.
24. ENVIRONMENT AND SAFETY
In the present business there is no generation of pollution of any sort. Securitypersonnel are duly employed for safety of godowns/assets.
25. LISTING OF EQUITY SHARES
The Equity shares continue to be listed with BSE Ltd. The Company has paid the AnnualListing fee for the year 2021-22 to the said stock exchange.
26. DEMATERIALISATION OF SHARES/APPOINTMENT OF RTA
The Company has necessary arrangement with National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) to enable the shareholdersto dematerialize their shareholding in the Company for which they may contact theDepository Participant of the above Depository. The Company's ISIN No. is INE687W01010.
M/s Alankit Assignments Limited New Delhi continues as its Registrar and ShareTransfer Agent (RTA) for providing services in respect of transfer and dematerializationof securities of the Company with NSDL/CDSL.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The present leasing agreements are upto August 2022 and management expects forextension/renewal of the agreement.
28. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARD
The Company has complied with the applicable Secretarial Standards SS-1 on Meetings ofthe Board of Directors and SS-2 SS-3 and SS-4 on General Meetings and Board Meetingissued by the Institute of Company Secretaries of India.
Your Directors thank all the Stakeholders including employees for their continuedsupport to your Company.
| ||FOR AND ON BEHALF OF THE BOARD |
|Place: Kanpur ||K N KHANDELWAL (CHAIRMAN) |
|Date: 13.08.2022 || |