To The Members of Kore Foods Limited
The Directors of your company present their 37th Annual Report together with theAudited Financial Statements for the year ended 31st March 2020. Financial Highlight
|Particulars ||2019-20 ||2018-19 |
|Income from operation (Gross) ||32.40 ||16.20 |
|Other income ||9.56 ||21.11 |
|Profit/(Loss) before Depreciation and Tax ||(13.00) ||(5.95) |
|Depreciation for the year ||9.31 ||9.16 |
|Profit/(Loss) before Exceptional Items & Tax ||(22.32) ||(15.12) |
|*Exceptional Items ||60.29 ||- |
|Profit/(Loss) before Tax ||37.97 ||(15.12) |
|Balance of Profit/(Loss) brought forward ||(3114.32) ||(3099.20) |
|Balance of Profit/(Loss) carried forward to Balance Sheet ||(3076.35) ||(3114.32) |
|Earnings Per Share ||0.33 ||(0.13) |
There was a dispute regarding tax payment under Works Contract tax on photo prints.During the year Reassessment of tax liability was undertaken as per the direction ofSupreme Court order. During the course of Company's Reassessment of Tax Liability ExcessTax demand liability provision has been written back and shown under Exceptional item.
In view of the accumulated losses the Directors do not recommend any dividend for thefinancial year 2019-20.
To develop the nut business on a processing fee basis to Nutty Treats and Foods PrivateLimited.
Management Discussion and Analysis Report
A detailed analysis of Company's performance is discussed in the Management Discussionand 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 in compliance with the requirements stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with regard to CorporateGovernance.
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 own 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:
a. That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed and there has been no material departure;
b. 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 312020 and of the Profit of theCompany for the year ended on that date;
c. 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;
d. That the Directors have prepared the annual accounts on a going concern basis;
e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
f. That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Declaration by Independent Directors
All Independent Directors have given declarations under Section 149 (7) of theCompanies Act 2013 that they meet the criteria of independence as laid down under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All Independent Directors have also given the declarationunder Rule 6(1) and (2) of Companies (Appointment and Qualification of Directors) Rules2014.
a) Mr. John Silveira was reappointed as Managing Director and approved in the AnnualGeneral Meeting held on 17.09.2019 for a further term of two years from 01st April 2019 to31st March 2021.
b) Company Director Mrs. Sharon Carvalho resigned from directorship w.e.f. 24th April2019.
c) Mr. Sadashiv Shet was reappointed as an Independent Director at the Annual GeneralMeeting held on 17.09.2019 for a Period of 5 years.
d) Mrs. Mona D'Souza has been appointed as a Non-Executive Additional Director w.e.f.1stJune 2019 and regularised in the Annual General Meeting held on 17.09.2019.
e) Mr. Abdullah Fazalbhoy was reappointed as a Director of the Company liable to retireby rotation in the Annual General Meeting held on 17.09.2019.
The Board is of the opinion that Mr. SadashivShet who is reappointed as an IndependentDirector w.e.f. Annual General Meeting dated 17.09.2019 is very sincere honest and is ina Company Secretary Profession since May 1989 having expert knowledge of Company LawSecretarial matters and Accountancy. Accordingly his appointment is beneficial to theCompany. The online Proficiency Self-Assessment test as required by the Companies Act2013 and rules thereunder will be undertaken by him during the current financial year ifrequired.
Key Managerial Personnel
In terms of Section 203 of the Companies Act 2013 following are the Key ManagerialPersonnel (KMP) of the Company during the Financial Year 201920:
|Sr. No. Name of the KMP ||Designation |
|1 *John Silveira ||Managing Director |
|2 Shalini Lobo ||Chief Finance Officer |
|3 **Jayashree Mishra ||Company Secretary-cum- Compliance Officer and Key Managerial Personnel |
|4 ***Puja Joshi ||Company Secretary-cum- Compliance Officer and Key Managerial Personnel |
* Re-appointed as a Managing Director for a period of two years with effect from01.04.2019.
**Appointed on 15.06.2018 and resigned with effect from 01.06.2019.
*** Appointed with effect from 16.07.2019.
1. Details of remuneration drawn by the Key Managerial Personnel are mentioned inMGT-9.
Extract of Annual Return as per Section 92 (3)
As provided under Section 92(3) of the Companies Act 2013 extract of the Annual Returnin form MGT 9 is available on the Company's website. URL:http://www.korefoods.in/sites/default/files/docs/MGT-Aug2020.pdf
Board and Committee Meetings
During the year under review 4Board Meetings 4 Audit Committee Meetings were convenedand held. The details of the same are given in the Corporate Governance Report. Theintervening gap between two consecutive meetings was within the period prescribed underthe Companies Act 2013 and the SEBI Listing Regulations.
The details of the composition of the Board and Committee Meetings and the number ofmeetings held during the year including the attendance of Board and members of theCommittees are given in the Corporate Governance Report. All recommendations of the AuditCommittee were accepted by the Board.
Internal Financial Control
The Company has an Internal Financial 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.
The Company's auditor M/s. S.V. Shah & Associates (Firm Registration No. 139517W)were appointed as statutory auditors for 5 years at the 34th Annual General Meeting heldon 05th September 2017. Accordingly the said firm will continue to be the statutoryauditors till the conclusion of Annual General Meeting for Financial Year 2021-22.
Statutory Auditors' Observation
The report of the statutory auditor does not contain qualification or adverse remark.The emphasis of matter in the Auditor's Report has been explained in Note No. 20(1) 20(2)to the annual accounts in the Annual Report. Incase of Note 10(B) no provision has beenmade for interest.
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 (CP No. 10335/Membership No. 10358) a Practicing Company Secretary to undertakethe Secretarial Audit of the Company for the year under review.
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 however it contains certain observations which are self explanatory.
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 and hence the same is not applicableto the Company during the year under review.
Related Party Transactions
During the year under review the Company has entered into transactions with relatedparties in the ordinary course of business and at arm's length. The particulars of relatedparty transactions entered during the year is provided in Form AOC-2 which is annexed tothis report as Annexure VI.
Disclosure under The Sexual Harassment of Women at Workplace (Prevention Prohibitionand 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.
During the year under review there were no complaints referred to ICC.
Vigil Mechanism/Whistle Blower Policy
The Company has a Vigil Mechanism/Whistle Blower Policy the details of this areexplained in the Corporate Governance Report.
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 are stated in the Corporate Governancereport.
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 Directors' Report for the year ended 31stMarch 2020.
* 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.
* Technology Absorption
* Expenditure incurred on Research & Development - Nil
* Imported technology during last 3 years - None
* Foreign Exchange Earnings and Outgo: Nil Public Deposits
During the financial year 2019-20 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 underreview and hence provisions of Section 186 of the Companies
Act 2013 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 as 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 were no significant and material orders being passed bythe regulatory or Court or Tribunal which can impact the going concern status of theCompany and its operations in future.
However the Company has received the Adjudicating Order No.Order/KS/AA/2019-20/7327-7329 dated 23.03.2020 from SEBI in which the Company has not beenpenalised for alleged violations of Section 21 of Securities Contracts (Regulation) Act1956 and Clause 41(l)(c) 47(a) 49(ll)(B) 49(ll)(E) and 49(VI)(ii) of the ListingAgreement.
During the year the Company has received a letter from Bombay Stock Exchange forNon-submission of Financial Results for the quarter ended 31st March 2019 and fine wasalso imposed on the Company. The Company had reported to timely submission of auditedFinancial Results for the year ended 31st March 2019 however due to inadvertent reasonsthere was nonsubmission of financial results for the quarter ended 31st March 2019 andsubsequently the Company has filed the quarterly results as on 31.03.202019 with theBombay Stock Exchange and has prayed for Condonation of delay and waiver of penalty.
Material changes and commitment if any affecting financial position of the Company
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the Financial year of the Company towhich the Financial statements relate and the date of this Report.
Impact of COVID-19 Pandemic:
Due to COVID-19 Pandemic the Central and State Government declared lockdown from22.03.2020. The Impact of lockdown is as under:
1. The Company has entered into a processing/Lease Rental Agreement of its factory withNutty Treats And Foods Private Limited. Since Lockdown due to Covid-19 Pandemic the saidfactory is temporarily shut down and was not operational because it supplies its productsto the customers based outside Goa and due to lockdown situation the supply of goods washampered. The Company has not received processing/Lease rentals for the Month of April2020 May 2020 and June 2020.
2. Since lockdown the employees of our company employed at the Registered Office of theCompany were working from home and required office connectivity was established.
3. All the Key Managerial Personnel of the Company have voluntarily reduced theirRemuneration because of Covid-19 Pandemic with effect from 01.04.2020.
Employee Stock Option Scheme
The Company has no Employee Stock Option Scheme.
Awards & Recognition
The Company has not received any awards and recognitions during the year under review.
Your Directors place on record their appreciation for the continuing support andcooperation from all the stakeholders. The Directors also take this opportunity to thankthe employees for their dedicated service throughout the year.
| ||For and on behalf of the Board |
|Place : Mapusa Date : 25th June 2020 ||Sadashiv Shet (Chairman) DIN:02227102 |