Kotia Enterprises Limited
Your Directors have pleasure in presenting the 42nd Annual Report togetherwith Audited Financial Statement of your Company for the year ended 31st March 2022.
FINANCIAL HIGHLIGHTS (STANDALONE)
The Company's financial performance for the year under review along with previousyear's figure are given hereunder:
( in 00')
|Particulars ||For the year ended on 31st March 2022 ||For the year ended on 31st March 2021 |
|Income from Operations ||338800 ||76234.79 |
|Other Income ||97073.60 ||91902.77 |
|Total Income ||435873.60 ||168137.56 |
|Total Expenditure` ||365498.68 ||130160.62 |
|Profit/(loss) before tax ||70374.92 ||37976.94 |
|Less: Provision for Taxation || || |
|(i) Current Year ||(17959.16) ||(9984.90) |
|(ii) Earlier Year Adjustment ||- ||- |
|(iii) Deferred Tax ||16.30 ||364.55 |
|Profit/(Loss) After Tax ||54432.06 ||28356.59 |
REVIEW OF BUSINESSS OPERATIONS
Bleached Hardwood Kraft Pulp
The company is in the trading of Bleached Hardwood Kraft Pulp and performed excellentin this sector. The positive response motivates the company management and the company islooking for expansion of business operations in this segment in the upcoming financialyears.
Construction and Civil Works
The Company is operating in construction and civil works traditionally. The Companyalways leads in providing construction and civil work solutions in the Indian market.Moreover the Company is hoping to achieve more growth in the upcoming financial years.
DIVIDEND AND RESERVES
Considering the current market scenario of the Company your Directors do not recommendany dividend and have not transferred any amount to Reserve for the financial year ended31st March 2022.
CHANGES IN NATURE OF BUSINESS IF ANY
The company carrying the same business as it is carrying out in the preceding financialyears.
During the year under review there has been no change in the capital structure of thecompany.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year to which the financial statements relatesand the date of the approval of the Directors Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received from its Independent Directors the necessary declaration thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013.
During the financial year 2021-22 9 meetings of the Board of Directors of the Companywere held on the following dates:
01st June 2021 28th June 2021 12th July 2021 10thAugust 2021 25th August 2021 15th November 2021 20thJanuary 2022 14th February 2022 and 02nd March 2022.
The gap between two consecutive Board Meetings did not exceed 120 days.
Number of meetings attended by the Board of Directors:
|S. No. ||Name of Director ||No. of Meetings Attended |
|1 ||Manoj Kumar Bansal ||9 |
|2 ||Paaven Bansal ||9 |
|3 ||Anil Gupta ||9 |
|4 ||Khushboo Agarwal ||9 |
|5 ||Ankit Agarwal ||9 |
COMMITTEE OF THE BOARD AND MEETINGS
The Board of Directors of the Company has constituted the following committees.
The terms of reference of the Audit Committee is as specified in Section 177 of theCompanies Act 2013. During the financial year 2021-2022 4 meetings of the AuditCommittee were held on the following dates:
28th June 2021 10th August 2021 15th November 2021and 14th February 2022.
The composition and number of meetings attended by the members of the Audit Committeeis as follows:
|Name of Director ||Category ||Position ||No. of Meetings Attended |
|Mr. Anil Gupta ||Independent Director ||Chairman ||4 |
|Ms. Khushboo Agarwal ||Independent Director ||Member ||4 |
|Mr. Manoj Kumar Bansal ||Managing Director ||Member ||4 |
NOMINATION AND REMUNERATION COMMITTEE
The terms of reference of the Nomination and Remuneration Committee is as specified inSection 178 of the Companies Act 2013. During the financial year 2021-2022 1 meeting ofthe Nomination and Remuneration Committee was held on 28.02.2022.
The composition and number of meetings attended by the members of the Nomination andRemuneration Committee is as follows:
|Name of Director ||Position ||Category || |
No. of Meetings Attended
|Ms. Khushboo Agarwal ||Independent Director ||Chairman || |
|Mr. Anil Gupta ||Independent Director ||Member || |
|Mr. Paaven Bansal ||Non- Executive Director ||Member || |
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company has been formulated in accordancewith Section 178 of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.The Nomination and Remuneration Policy of theCompany has been formulated by the Nomination and Remuneration Committee and has beenapproved by the Board of Directors of the Company. This policy specifies the criteria forthe payment of equitable remuneration to the Directors Key Managerial Personnel (KMP)Senior Management and other employees of the Company.
The Nomination and Remuneration Policy of the Company has been disclosed on the websiteof Company and the weblink thereto is https://www.kotiaenterprises.com/policies.php
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The terms of reference of the Stakeholders Relationship Committee is as specified inSection 178 of the Companies Act 2013. During the financial year 2021-2022 1 meetings ofthe Stakeholders Relationship Committee were held on 22.03.2022.
The composition and number of meetings attended by the members of Stakeholders'
Relationship Committee is as follows:
|Name of Director ||Category ||Position ||No. of Meetings Attended |
|Mr. Ankit Agarwal ||Non- Executive Director ||Chairman ||1 |
|Ms. Khushboo Agarwal ||Independent Director ||Member ||1 |
|Mr. Anil Gupta ||Independent Director ||Member ||1 |
CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 17A 18 19 20 21 22 23 24 24A 25 2627 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E ofSchedule V shall not apply to the Company.
LISTING OF SHARES
The shares of the Company are listed in BSE and MSEI. Applicable listing fees have beenpaid up to date. The shares of the Company have not been suspended from trading at anytime during the year by the concerned stock exchange.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors would like to state that:
a) in the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standards had been followed;
b) they had 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 profitand loss of the company for that period;
c) they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and f)they had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The company has in place adequate internal financial controls with reference to thefinancial statements. During the financial year ended March 31 2022 such controls weretested and no reportable material weakness was identified.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are well developed and are adequate to ensureefficiency in operations compliance with applicable statutes policies as well asprocedures and reliability and integrity of financial and operational information. TheCompany has constituted an Audit Committee for the guidance and proper control of theaffairs of the Company.
DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Companies.
During the Financial Year 2021-22 your company has not invited or accepted anydeposits from the public and as such no amount on account of principal or interest onpublic was outstanding as on the date of the Balance Sheet.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the financial year ended March 31 2022 the Company has neither given any loanor guarantee nor provided any security or made any investment under Section 186 of theCompanies Act 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year endedMarch
31 2022 were on an arm's length basis and were in the ordinary course of business.Further there were no materially significant related party transactions made by theCompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with the interest of the Company at large.
The details are given in Annexure "I" in Form AOC-2 forms partof this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria laid down in Section 135 of the Companies Act2013 and hence the said provisions are not applicable to the Company.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy
Company has limited scope for undertaking energy conservation exercises butnevertheless continues to emphasize work practices that result in conservation of energy.At the offices of your Company special emphasis is placed on installation ofenergy-efficient lighting devices use of natural light as best as possible and adoptionof effective procedures for conservation of electricity water paper and other materialsthat consume natural resources.
B. Technology Absorption
Company did not absorb any new Technology during the financial year.
C. Foreign Exchange and Outgo:
There was no foreign exchange inflow or Outflow during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the courts/regulators or tribunalsimpacting the going concern status and company's operations in future.
Pursuant to the provisions of Section 134(3) and 92 of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the AnnualReturn of the Company as on 31st March 2022 is uploaded on the website of the companyi.e. www.kotiaenterprises.com
The link for annual return as follows: http://www.kotiaenterprises.com/notice-for-shareholders.php
The Company treats its "Human Resource" as one of its most important assetsand has taken continuous efforts to set up and maintain an efficient work force.
a) Statutory Auditor
M/s Ajay Rattan & Co. Chartered Accountants (FRN: 012063N) have been appointed asStatutory Auditors of the Company for a consecutive term of five years from the conclusionof 41st Annual General Meeting ("AGM") of the company held on 22ndSeptember 2021 till the conclusion of the AGM of the Company to be held in the year 2026.They have confirmed their eligibility for the FY 2021-22 under section 141 of theCompanies Act 2013 and the rules framed thereunder.
Further the Auditors have given an unqualified opinion on the financial of the Companyfor the financial year ended 31st March 2022 therefore response of the Board ofDirectors is not required.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Mr. Amit Kumar Practicing Company Secretary (C.P. No. 16877) as SecretarialAuditor for the financial year 2021-22 to undertake the Secretarial Audit of the Company.The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer. The Secretarial Audit Report in the Form MR-3 has beenenclosed with this
Report as "Annexure II".
c) Internal Auditor
The Company had appointed M/s ASPA & Co. Chartered Accountant as Internal Auditorsof the Company for the financial year 2021-22 to undertake the internal Audit of theCompany.
EXPLANATION IN RESPONSE TO AUDITORS' QUALIFICATIONS
The Statutory Auditors have not made any qualification reservation adverse remark ordisclaimer in their Report.
FRAUDS REPORTED BY THE AUDITOR
The Statutory Auditors of the Company have not reported any instances of fraud to theBoard of Directors during the financial year ended March 31 2022.
MAINTENANCE OF COST RECORDS
The company is not required to maintain Cost Records as specified by the CentralGovernment under Section 148(1)of the Companies Act 2013.
ENVIRONMENT HEALTH AND SAFETY (EHS)
The Company is conscious of the importance of Safety & Health of the employees havealways assumed the highest importance in your company. The management is committed toensure zero harm to its employees and to all persons within the Company premises. Safetyand occupational health responsibilities are integral to the Company's business processesas spelt out in the Company's Safety Health and Environment Policies and Procedure.
THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED AND RESIGNEDDURING THE PERIOD
At the end of the financial year 2021-22 following below persons comes under the Boardof Directors of the Company:
|S. No. ||Name ||Designation |
|1 ||Manoj Kumar Bansal* ||Managing Director and CFO |
|2 ||Paaven Bansal ||Non- Executive Director |
|3 ||Ankit Agarwal** ||Non- Executive Director |
|4 ||Anil Gupta ||Independent Director |
|5 ||Khushboo Agarwal ||Independent Director |
*During the financial year 2021-22 the designation of Mr. Manoj Kumar Bansal haschanged from Additional Non- Executive Non- Independent Director to Managing Director witheffect from 25th August 2021 and he shall hold office for a period of 5 yearsfrom 25th August 2021 to 24th August 2026. Further the Companyhas appointed Mr. Manoj Kumar Bansal as Chief Finance Officer of Company with effect from25th August 2021.
** The designation of Mr. Ankit Agarwal has changed from Managing Director to Non-Executive Non- Independent Director with effect from 25th August 2021 and Mr.Ankit Agarwal has resigned from the post of Chief Finance Officer of the Company witheffect from 25th August 2021.
Below mentioned are the details of appointment and resignation of KMP made during thefinancial year ended 31st March 2022:
|S.No. ||Name ||Designation ||Date of Appointment/Cessation ||Reasons |
|1. ||Mr. Ayush Jindal ||Company ||25.11.2020 to 12.01.2022 ||Appointment& |
| || ||Secretary || ||Cessation |
|2. ||Ms. Neelam Rani ||Company ||02.03.2022 ||Appointment |
| || ||Secretary || || |
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulations 34 of the Listing regulations Management Discussion &Analysis Report as stipulated in Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of thisAnnual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards during the financialyear ended March 31 2022.
DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
The Company is committed to provide a safe and conducive work environment to itsemployees. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has not received anycomplaint regarding sexual harassment during the financial year ended March 31 2022.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company in accordance with the provisions of Section 177(9) of the Companies Act2013 and Regulation 22 of SEBI (LODR) Regulations 2015 has established a Vigil Mechanism/ Whistle Blower Policy for directors and employees of the Company to report their genuineconcerns or grievances. The vigil mechanism provides for adequate safeguards againstvictimization of directors employees or any other person who avails the mechanism andalso provides for direct access to the Chairperson of the Audit Committee in appropriateand exceptional cases. The Company hereby affirms that no personnel have been deniedaccess to the Chairman of the Audit Committee and that no complaints were received duringthe financial year.
The Company has complied with all the mandatory SEBI Listing Regulations. SecretarialAudit Report is enclosed as Annexure "II" Management Discussion andAnalysis Report is enclosed as Annexure "III" and Auditor's Report andBalance Sheet is enclosed as Annexure "IV" to this report
EVALUATION BY THE BOARD
Pursuant to the provisions of the Section 134 178 and Sch. IV of the Companies Act2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the Board has made a formal annual evaluation of its own performanceand that of its individual directors and committees.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:
a) The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year: Not Applicable as no remuneration waspaid to any Director during the financial year under review.
b) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: NotApplicable as the Company has not paid any remuneration to Directors during the financialyear under review. Further there is no increase in the remuneration of CFO and CompanySecretary and Compliance officer of the Company during the year.
c) The percentage increase in the median remuneration of employees in the financialyear: Not Applicable d) The number of permanent employees on the rolls of company: 5
e) Average percentiles increase already made in the salaries of employees other thanthe managerial 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: Nil
f) the key parameters for any variable component of remuneration availed by thedirectors: Nil
g) Affirmation that the remuneration is as per the remuneration policy of the company:It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.
Your directors wish to place on record their appreciation for the dedicationcommitment and contribution of all stakeholders and employees of your Company.
For and on behalf of the Board Kotia Enterprises Limited
| || ||Sd/- ||Sd/- |
|Place: ||New Delhi ||Manoj Kumar Bansal ||Paaven Bansal |
|Date: 03.09.2022 ||Managing Director ||Director |
| || ||DIN: 00272806 ||DIN: 08098647 |