TO THE MEMBERS OF KORE FOODS LIMITED
The Directors of your company present their 35th Annual Report together with theAudited Financial Statements for the year ended 31st March 2018
Amount in Lacs
|Particulars ||2017-18 ||2016-17 |
|Income from operation (Gross) ||0.99 ||59.05 |
|Other income ||38.74 ||23.47 |
|Profit/(Loss) before Depreciation and Tax ||(21.89) ||(87.97) |
|Depreciation for the year ||(9.25) ||(9.36) |
|Profit/(Loss) before Tax ||(31.14) ||(97.33) |
|Extra Ordinary Items ||0.00 ||(81.71) |
|Balance of Profit/(Loss) brought forward ||(3068.06) ||(2889.02) |
|Balance of Profit/(Loss) carried forward to || || |
|Balance Sheet ||(3099.20) ||(3068.06) |
|Earning Per Share ||(0.27) ||(1.54) |
In view of the loss made during the year and the accumulated losses the Directors donot recommend any dividend for the financial year 2017-18.
MATERIAL CHANGES AND COMMITMENTS
Company has leased out Food Processing business to Nutty Treats & Foods Pvt Ltd.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of Company's performance is discussed in the Management Discussion& Analysis Report attached as - Annexure I.
Report on Company's Corporate Governance is appended as Annexure II and compliancecertificate from auditors which forms part of this Annual Report. The Company is incompliance with the requirements stipulated under [SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015] entered into with the Stock Exchange withregard to Corporate Governance.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015] the Board has carried out an annualperformance evaluation of its flown performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm :
i) that in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed and there has been no material departure;
ii) that the selected accounting policies were applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2018 and of the profit andloss of the Company for the year ended on that date;
iii) that proper and sufficient care has been taken 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;
iv) that the Directors have prepared the annual accounts on a going concern basis;
v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and [SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015]
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Pursram Padmanabhan resigned from the position of Managing Director w.e.f. 31st May2017 and Mr. John Silveira was appointed as Managing Director w.e.f 07th July 2017 to holdoffice till 31st March 2019. Mrs. Anisia D'souza resigned from the position of CompanySecretary and Compliance Officer w.e.f 31st October 2017 and Mr. Pouras N. Rane wasdesignated as Company Secretary vide offer letter dated 15/01/2018 and he resigned w.e.f28/04/2018. Company's Independent Director Dr. J.C. Almeida passed away on 28/11/2017Company appointed Mr. Sayed Abbas on 29/01/2018 to fill in the vacancy of IndependentDirector.
Details of remuneration drawn by the Key managerial personnel are mentioned in MGT-9.
EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3)
As provided under section 92(3) of the Act extract of the Annual Return in form MGT 9is available on the Company's website.
During the year 6 Board Meetings and 3 Audit Committee Meetings were convened and held.The details of the same are given in the Corporate Governance Report.
The details of the composition of the Audit Committee are given in the CorporateGovernance Report.
1. Statutory Auditors
The Company's auditor M/s. S.V. Shah and Associates (Firm Registration No. 139517W)were appointed as statutory auditors for 5 years at the 34th Annual General meetingsubject to ratification by shareholders every year.
However pursuant to the amendment of Section 139(1) of Companies Act 2013 vide theCompanies second amendment rules 2018 effective 7th May 2018 every Company shall ateach Annual General Meeting (AGM') appoint an individual or a firm as Auditor tohold office from the conclusion of first AGM until the conclusion of sixth AGM andthereafter till the conclusion of every sixth AGM. So as per the modified provisionthe ratification is not required in every AGM.
The Auditor's Report of the statutory Auditor does not contain qualification or adverseremark. The Emphasis of Matter in the Auditor's Report has been explained in Note No.22 tothe Annual Accounts in the Annual Report.
2. Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Ms. GirijaNagvekar (C.P No 10335 / Membership No. 28111) a Practising Company Secretary toundertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith to the Annual Report - Annexure III.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
3. Cost Auditor
The Company is not required to maintain cost records as per the Companies (Cost Recordsand Audit) Amendment Rules 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not fulfill the criteria for undertaking CSR activity under Section135 of the Companies Act 2013 (hereinafter referred as 'the Act') and the Companies(Corporate Social Responsibility Policy) Rules 2014.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
The Company has in place an Anti-Sexual Harassment policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. This policy is gender neutral. There were no complaintsreceived during the financial year.
INDIAN ACCOUNTING STANDARD (IND-AS) IFRS CONVERGED STANDARD
The Ministry of Corporate Affairs vide its Notification dated 16/02/2015 has notifiedthe Companies (Indian Accounting Standard) Rules 2015. In pursuance of this notificationthe Company has adopted IND-AS with effect from 01/04/2017 with the comparative for yearended 31/03/2018.
The Company business is exposed to many internal and external risks and it hasconsequently put in place a robust risk management framework to identify and evaluatebusiness risks and opportunities. The risk management process consists of riskidentification risk assessment and risk mitigation.
The Board periodically reviews the risk management plan for the Company includingidentification of elements of risks if any which in the opinion of the Board may affectthe operations of the Company.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details of Remuneration Policy is stated in the Corporate Governancereport.
INTERNAL FINANCIAL CONTROL
The Company has an Internal Finance Control System commensurate with the size scaleand complexity of its operations. The Audit Committee of the Board periodically reviewsthe internal control system with the Management Internal Auditor and Statutory Auditorand the adequacy of internal audit functions significant internal audit findings andfollow up thereon.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Section 134 (3)(M) of the Companies Act 2013 read with rule 8(3) of the Companies(Accounts) Rules 2014 is forming part of the Director's Report for the year ended 31stMarch 2018.
A. Conservation of Energy:
Energy conservation is a continuous programme and the Company has laid emphasis oncreating awareness amongst employees for optimizing operations and improving efficiency ofmachinery and equipment. Steps taken for energy conversion were - heat reflective paintadoption of efficiency light fittings adoption of efficiency pumps and motors and LEDlamps for common areas. The measures taken by the Company have resulted in saving inenergy consumption.
B. Technology Absorption:
1. Expenditure incurred on Research & Development - Nil
2. Imported technology during last 3 years - None
C. Foreign Exchange Earnings and Outgo: Nil
During the financial year 2017-18 your Company had not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance and Deposits) Rules 2014.
PARTICULARS OF LOANS / ADVANCES / INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR
Company does not have any loans / advances /investments outstanding during the year andhence provisions of Section 186 of the Companies Act are not applicable.
The ratio of remuneration of each Director to the median employees remuneration andother details in terms of Section 197 (12) of the Companies Act 2013 read with Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areforming part of this Report - Annexure IV.
Particulars of the employees as required under Section 197 (12) of the Companies Act2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable as the Company did not have any employee drawingremuneration in excess of the sums prescribed.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year of review there was no significant and material orders passed by theRegulatories or Court or Tribunal which can impact the going concern status of the Companyand its operations in future.
EMPLOYEE STOCK OPTION SCHEME
The Company has no Employee Stock Option Scheme.
AWARDS & RECOGNITION
Company has not received any awards and recognitions.
Your Directors place on record their appreciation for the continuing support andco-operation from the customers vendors dealers distributors bankers shareholdersGoa Industrial Development Corporation State Industries Electricity and other Governmentdepartments.
The Directors also take this opportunity to thank the employees for their dedicatedservice throughout the year.
|Place : Mapusa ||For and on behalf of the Board |
|Date : 05th May 2018 ||Chairman |