KONNDOR INDUSTRIES LIMITED
Your Directors take pleasure in presenting the 37th Annual Report of yourCompany together with Audited Accounts for the year ended 31st March 2020.
1. FINANCIAL HIGHLIGHTS:
Your company's performance for the financial year 2019-20 is summarized below:-
| ||2019-20 ||2018-19 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Total Revenue ||1210.31 ||5185.77 |
|Total Expenses ||1213.46 ||5176.36 |
|Profit (Loss) ||(3.15) ||9.40 |
|Before Taxes || || |
|Net Tax Expense ||1.69 ||(2.33) |
|Profit/ (Loss) ||(4.84) ||7.07 |
|for the period || || |
|(After Tax) || || |
Your Company has earned total revenue of Rs. 1210.31 Lacs as compared to Rs. 5185.77Lacs in the previous year. The total expenditure incurred during the year was Rs. 1213.46Lacs as compared to Rs. 5176.36 Lacs in the previous year. The Net Loss after taxationduring the year under review is Rs. 3.15 Lacs as compared to previous year's Profit of Rs.9.40 Lacs in the previous year.
With a view to conserve the resources your Directors do not recommend any dividend onthe equity share capital of the Company for the year ended 31st March 2020.
4. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from public during the year under review.
Shri Shashikant Thakar retires at the ensuing Annual General Meeting of the Company andbeing eligible for reappointment he offers himself for reappointment.
Shri Santoshkumar Pandey has been appointed as Additional Director and Chief FinancialOfficer of the Company w.e.f 24th April 2019.
Shri Sanjay Gupta has been appointed as Whole Time Director of the Company w.e.f 24thApril 2019.
Shri Rushal Patel Shri Nishant Kumar and Shri Nikhil Rajpuria has resigned from theoffice of Director of the Company w.e.f. 24th April 2019. The Board places onrecord its appreciation for the services rendered by them in their tenure as Directors ofthe Company.
6. COMPOSITION AND NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company consists of well qualified and experinced personshaving expertise in their respective areas. It has combination of 3 ExecutiveDirectors 1 Independent Director.
The Board of Directors is in continuous search for a Woman Director and IndependentDirectors to further strengthen the Composition of the Board.
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under thereview the Board met 8 times on the following dates: 24th April 2019 29thMay 2019 12th July 2019 14th August 2019 18thOctober 2019 14th November 2019 14th February 2020 and 23rdMarch2020.
7. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134 (3) of the Companies Act 2013 in relation to the financialstatements for FY 2019-20 the Board of Directors state that
a) In preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2020 and ofthe profits for the year ended 31st March 2020;
c) the Directors have taken proper and sufficient care for 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; and
d) The financial statements have been prepared on a going concern basis.
e) The Directors had 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 systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
8. POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE
ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3)OF SECTION 178
The Nomination & Remuneration Committee considers the requirement of the skill onthe Board integrity of the persons having standing in their respective field/professionand who can effectively contribute to the Company's business and policy decisionsrecommend the appointment to the Board for approval.
The Committee has approved a policy with respect to the appointment and remuneration ofthe Directors and Senior Management personnel.
9. STATUTORY AUDITORS AND THEIR REPORT
M/s. Shah and Shah Chartered Accountants the Statutory Auditors of the Company hasConducted the audit for Financial Year 2019-20.
The board has decided to appoint them as Statutory auditors to conduct the Audit forthe further Period at the ensusing Annual general Meeting.
The Auditors' Report does not contain any qualification reservation or any adverseremark.
10.CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Report on Corporate Governance and Management Discussion &Analysis Report are not applicable to the Company as the paid up equity share capital ofthe Company is less than Rs. 10 Crore and net worth of the Company is less than Rs. 25Crores as on the last date of Financial year
Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 your Company has appointed M/s RNCA & Associates. Chartered Accountantsas the Internal Auditors of the Company for conducting internal audit for the financialyear
12.SECRETARIAL AUDIT REPORT
Pursuant to Section 204 read with Section 134(3) of the Companies Act 2013 the Boardof Directors has appointed Ms. Viral Garachh. Company Secretary Ahmedabad as SecretarialAuditor of the Company for FY 2019-20. The Secretarial Audit Report issued in Compliancewith SEBI (LODR) by Ms. Viral Garachh. Is annexed with the Board's report as AnnexureC.
13.SECRETARIAL AUDITORS' REMARKS
Ms. Viral Garachh Company Secretary who was appointed as Secretarial Auditor for theCompany for conducting audit for the year 2019-20 has given following qualifications inher report Section 149 of the companies Act 2013 and regulation 17 of Securitiesand Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation2015 has not been complied with.
Section 203 of the Companies Act 2013 has not been complied with.
Board of Directors of the Company is not duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors as there is noexecutive directors in the board of directors of the Company
14. MANAGEMENT'S VIEW ON REMARKS
With reference to the remarks provided in the Secretarial Audit Report Board ofDirectors of the Company has considered the remarks. With respects to non-appointment ofDirectors your Directors were not able to find any suitable candidate for the post andthus the position remains vacant. Your Directors will strive harder to find a suitablecandidate and will comply with the law. With opening of the Independent Director'sRepository your Directors are hopeful to appoint Directors to the Board.
15. CODE OF CONDUCT
The Company has adopted a Code of Business Conduct based on the business principles ofthe Company. The Board has laid down the code of conduct for all Board members and Seniormanagement of the Company. The code of conduct has been posted on the website of thecompany. All Board members and Senior management personnel affirms the compliance with thecode on an annual basis in the prescribed format.
16.STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OFSECTION 149
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the applicable provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asapplicable regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Equity shares of the Company are in compulsory demat segment and are available fortrading in the depository system of both National Securities Depository Ltd (NSDL) and theCentral Depository Services (India) Ltd. (CDSL). 5217972 nos. of equity shares forming94.56% of the equity share capital of the Company stands dematerialized on 31st March2020.
18. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited the nationwide StockExchange.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions were at arm's length basis. They were in compliancewith the applicable provisions of the Companies Act 2013 and the Listing Agreement.
All the related party transactions are put forth for the approval of appropriatebodies as applicable in compliance with the applicable provisions of the Act. Astatement of all related party transactions is presented before the Audit and RiskManagement Committee for its review on quarterly basis specifying the nature value andterms and conditions of the transaction.
The particulars of contracts/arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 areannexed to this report as Annexure A.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Corporate Social Responsibility (CSR) are currently not applicable to theCompany.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details relating to conservation of energy technology absorption foreign exchangeearnings and outgo prescribed under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Account) Rules 2014 are not applicable to the Company.
22. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are not applicable to the Company.
23. THE EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 as requiredunder Section 134 (a) of the Companies Act 2013 is attached as Annexure B to thisReport.
24.APPRECIATION AND ACKNOWLEDGEMENTS
The Board of Directors places on record their appreciation for the continued supportand confidence received from its Bankers and employees of the Company.
For and on behalf of the Board of Directors
Place : Ahmedabad