Kore Foods Ltd
Directors Reports
To the Members of Kore foods Limited
The Directors of your company present their W Annual Report together with the Audited
Financial Statements tor the year ended 31* March, 2023.
Financial Highlight Rs. in Thousands
Particulars |
2023-23 |
2021-22 |
Income from operations (Gross) |
0 |
1440 |
Other income |
17 |
1884 |
Proflt/(Loss) before Depreciation and Tax |
(3984) |
(1614) |
Depredatkai for the year |
0 |
882 |
Profit/(Loss) before Exceptional Terms & Tax |
(3984) |
(2495) |
Exceptional Items |
0 |
25821 |
Profit/Loss) before Tax |
(3964) |
23325 |
Balance of Profit/Loss bought forward |
(286816) |
(310141) |
Balance of Profit/ (Loss) carried forward In Balance Sheet |
(290799) |
(296816) |
Earnings Per Share |
(0.34) |
2.00 |
Dividend
In view of the accumulated losses, the Directors do not recommend any dividend for the
financial year 2022-2023.
Current Business
The Company has discontinued its business operations and the accounts are prepared on a
non-going concern basis.
Management Discussion and Analysis Report
A detailed analysis of the Company's performance is discussed in the Management
Discussion and Analysis Report attached as -Annexure-L
Business Responsibility and Sustainability Report
As per SEBI (listing Obligations and Disclosure Requirements) Regulations,
2015 top one thousand listed entities based on market capitalization shall submit a
Business Responsibility and Sustainability Report, since comp any is not falling under top
one thousand listed entities such report is not applicable.
Corporate Governance
Report on Company'& Corporate Governance is appended as Annexure II
and Compliance Certificate from auditors which forms part of this Annual
Report
Ihe Company is incompliance with the requirements stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate
Governance.
Board Evaluation
Pursuant to the provisions of the Companies Act; 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination A: Remuneration and other Committees.
The manner in which the evaluation has been earned out has been explained in the Corporate
Governance Report
Directors Responsibility Statement
In terms of Section 134 (5) of the Companies Act 2003, the Board of Directors, to the
best of their knowledge and ability confirm:
a. That in the preparation of the Annual Accounts the applicable Accounting Standards
have been followed and there has been no material departure; b. That the selected
accounting policies were applied consistently and the Directors made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2023 and of the loss of the Company for the year
ended on that date; C-That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the previsions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. That the Directors have prepared the annual accounts on non-going concern basis;
e. That proper internal financial controls were in place and that the internal
financial controls were adequate and were operating effectively; and
f. That systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
Declaration by Independent D irectors
All Independent Directors have given declarations under Section 149 (7) of the
Companies Act; 2013 that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations-, 2015. All Independent Directors have also given the
declaration under Rule 6(1) and (2) of Companies (Appointment and Qualification
ofDirectors) Rules, 2014.
Directors
With deep regret we report the sad demise of Mr. Sadaahiv Shet; Chairman and
Independent Director of the Company on 22nd March, 2023. Your Directors would like to
place on record their gratitude and appreciation for the guidance given by Mr. Sadaahiv
Shet to the Board during his tenure as a Director/Independent Director.
b) Mr. John BscolasticoSilveira was reappointed as Managing Director in the Board
Meeting held an 08.08.2022 and subsequently approved by the shareholders in the Annual
General Meeting held on 30.09.2022, for a further term of two years from 01 st April
2023 to31st March, 2025.
c) Mr. Abdullah Fazalbhoy, was reappointed, as a Director of the Company liable to
retire by rotation in the Annual General Meeting held on 30.09.2022
d) Mr. Sayed Abbas was-reappointed as an Independent Director in the Board Meeting held
an 08.082022 and subsequently approved by the shareholders by passing the Special
Resolution in the Annual General Meeting held on 30.092022, for a further term of five
consecutive years with effect from 29.01.2023.
e) Mr. Ganesh S. Shenoy was appointed as an Additional and Independent Director in the
Board Meeting held on 29th May, 2023 subject to regularisatfon and approval of
Shareholders in the 40th Annual General Meeting.
Mr. Sayed Abbas who is re-appointed as an Independent Director for a further term of
five consecutive years w.e.f, 29.01.2023 is honest, sincere, knowledgeable and is a
practicing lawyer and Public Notary, who has also passed the online Self-assessment
proficiency teat conducted by The Indian
Institute of Corporate Affairs hence the Board was of the opinion that the
reappointment of Mr. Sayed Abbas is in the best interest, of the Company.
Mr. Gnneah fi Sheeny who is appointed as an Additional and Independent Director by the
Board of Directors, is a practicing Company Secretary having wide experience and knowledge
of Company Law Matters and who is also very sincere and efficient hence the Board la of
the opinion that his appointment as an Independent Director would be of great advantage to
the Company. Mr, Gaitesh Shenoy has registered his name in the Independent Directors'
Database and will answer the self-assesment proficiency test
Key Managerial Personnel
In terms of Section 203 of the Companies Act, 2013, following are the Key Managerial
Personnel (KMT) of the Company during the Financial Year 2022-2023:
. Name of the KMF |
Designation |
1 JohnEscolastico Eiheira |
Managing Director |
1 Shalied Lobo |
Chief Financial Officer |
3 Puja Joshi |
Company Secretary-cum-Compliance Officer and Key Managerial Personnel |
•Note:
Re-appointed as a Managing Director for a period of two years with effect from 01.
042023.
Details of remuneration drawn by the Key Managerial Personnel are mentioned in the
Extract of the Annual Return in Form MGT-7.
Extract of Annual Return as pa Section 92 (3)
As provided under Section 92(3) of the Companies Act, 2013 extract of the Annual Return
in form MGTT -7 is available on the Company's website at URL:http://knrefoods.in/ sites/
default/files/ docs /ExtractofAnnna 1 Retur n2023.pdf
Board and Committee Meetings
During the year under review, 5 Board Meetings, 4 Audit Committee Meetings were
convened and held. The details of the same are given in the Crap orateGovernance Report.
The intervening gap between two consecutive meetings was within the period prescribed
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The details of the composition of the Board and Committee Meetings and the number of
meetings held during the year including the attendance of Board and members of the
Committees are given in the Corporate Governance Report.
All recommendations of the Audit Committee were accepted by the Board.
Compliance of Secretarial Standards
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
Internal Financial Control
The Company has an Internal Financial Control System, commensurate with the size, scale
and complexity of its operations. The Audit Committee of the Board periodically reviews
the internal control system with the Management, Internal Auditor and Statutory Auditors
and the adequacy of internal audit functions, significant internal audit findings and
follow up thereon.
Statutory Auditors
Company's Statutory Auditors M/s. V. C. Shah & Co. (Firm Registration No.l09818W )
were appointed as statutory auditors for 5 years at the 39th Annual General Meeting held
on 30th September, 2022 to hold office till the conclusion of Annual General Meeting to be
held in the year 2027.
Statutory Auditors' Observation
The report of the statutory auditors does not contain qualification or adverse remarks.
The emphasis of matter in the Auditor's Report has been explained in Note No. 21 to the
annual accounts in the Annual Report. In case of Note 27(d) and 27(j) no provision has
been made for interest
Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Ms. Girija
Nagvekar (CP No. 10335 /Membership No. 10358), a Practicing Company Secretary to undertake
the Secretarial Audit of the Company for the year under review.
The Secretarial Audit Report is annexed herewith to the Annual Report as Annexure III.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
Cost Auditor
The Company is not required to maintain cost records as per the Companies (Cost Records
and Audit) Rules,2014.
Corporate Social Responsibility (CSR)
The Company docs not fulfill the criteria for undertaking CSR acti vity under Section
135, of the Companies Act, 2013 (hereinafter referred as 'the Act1) and the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the same is not
applicable to the Company during the year under review.
Related Party Transactions
During the year under review, the Company has entered into transactions with related
parties in the ordinary course of business and at arm's length. The particulars of related
party transactions entered during the year is provided in Form AOC-2 which is annexed to
this report as Annexure VI
Disclosure under 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 requirement
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act,2013.
Internal Complaints Committee (ICQ has been set up to redress complaints received
regarding 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 these are
explained in the Corporate Governance Report,
Risk Management
The Company business is exposed to many internal and external risks and it has
consequently put in place a robust risk management framework to identify and evaluate
business risks and opportunities. The risk management process consists of risk
identification, risk assessment and risk mitigation.
The Board periodically reviews the risk management plan for the Company including
identification, of ele ments of risks if any, which in the opinion of the Board may affect
the operations of the Company,
Re numeration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The details of Remuneration Policy are stated in the Corporate Governance
report.
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 31st
March, 2023.
Conservation of Energy
Since the Company is not involved in any type of business activity the Energy
conservation provision is not applicable to the company.
Technology Absorption
Expenditure incurred on Research & Development - Nil Imported technology during
last3 years-None
Foreign Exchange Earnings and Outgo: Nil Public Deposits
During the financial year 2022-23, your Company had not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies
(Acceptance and Deposits) Rules, 2014.
Particulars of Loang/Advances/Guarantees/Investmentg during the financial year
The Company has not given any loans/advances/guarantees and made investments during the
year under review and hence provisions of Section 186 of the Companies Act, 2013 are not
applicable.
Employee Remuneration
The ratio of remuneration of each Director to the median employees remuneration and
other 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 are
forming part of this Report as Annexure IV.
Particulars of the employees as required under Section 197 (12) of the Companies Act,
2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable as the Company did not have any employee drawing
remuneration in excess of the sums prescribed during the year under review.
Significant and Material Orders passed by the Regulators or Courts
During the year of review there were no significant and material orders being passed by
the regulatory or Court or Tribunal which can impact the going concern status of the
Company.
Material changes and commitment, if any, affecting financial position of the Company
There was no occurrence of Material changes and commitment affecting the financial
position of the Company during the year under review. The Company has no business and
operating income.
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.
Acknowledgement
Your Directors place on record their appreciation for the continuing support and
cooperation from all the stakeholders. The Directors also take this opportunity to thank
the employees for their dedicated service throughout the year.
|
For and on behalf of the Board of Directors |
|
Sayed Abbas |
|
(Chairman) |
|
DIN: 08057330 |
Place :Mapusa, Goa |
|
Date :29th May, 2023 |
|
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