Kore Foods Ltd
Directors Reports
To The Members of Kore Foods Limited
The Directors of your company present their 36th Annual Report together with the
Audited Financial Statements for the year ended 31st March, 2019.
Financial Highlight
|
Amount in Lacs |
| Particulars |
2018-19 |
2017-18 |
| Income from operation (Gross) |
16.20 |
0.99 |
| Other income |
21.11 |
38.74 |
| Profit/(Loss) before Depreciation and Tax |
(5.95) |
(21.89) |
| Depreciation for the year |
(9.16) |
(9.25) |
| Profit/(Loss) before Tax |
(15.12) |
(31.14) |
| Balance of Profit/(Loss) brought forward |
(3099.20) |
(3068.06) |
| Balance of Profit/(Loss) carried forward to Balance Sheet |
(3114.32) |
(3099.20) |
| Earnings Per Share |
(0.13) |
(0.27) |
Dividend
In view of the loss made during the year and the accumulated losses, the Directors do
not recommend any dividend for the financial year 2018-19.
Current Business
To develop the nut business on a processing fee basis to Nutty Treats and Food Private
Limited.
Management Discussion and Analysis Report
A detailed analysis of Company's performance is discussed in the Management Discussion
and Analysis Report attached as Annexure - I.
Corporate Governance
Report on Company's Corporate Governance is appended as Annexure II and compliance
certificate from auditors which forms part of this Annual Report.
The Company is in compliance 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 & Remuneration and other
Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
Director's Responsibility Statement
In terms of Section 134 (5) of the Companies Act 2013, 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, 2019 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 provisions 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 a going concern basis;
e) That proper internal financial controls were in place and that the 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 Directors
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
Directors
a) Mr. John Silveira was appointed as Managing Director w.e.f. 07th July 2017 to hold
office till 31st March 2019 and his reappointment was taken in the Board Meeting held on
05th February, 2019 subject to approval of the members in the General Meeting for a
further term of two years from 01st April 2019 to 31st March, 2021.
b) Company Director Mrs. Sharon Carvalho resigned from directorship w.e.f 24th April,
2019.
c) Mrs. Mona D'Souza has been appointed as a Non-Executive Additional Director w.e.f.
1st June, 2019.
Key Managerial Personnel
In terms of Section 203 of the Companies Act, 2013, following are the Key Managerial
Personnel (KMP) of the Company as on the date of this report:
| Sr. No. |
Name of the KMP |
Designation |
| 1 |
John Silveira |
Managing Director |
| 2 |
Shalini Lobo |
Chief Finance Officer |
| 3 |
Pouras N Rane (till 28.04.2018) |
Company Secretary |
|
Jayashree Mishra (Appointed on 15.06.2018) |
Company Secretary-cum |
|
|
-Compliance Officer and Key Managerial Personnel |
Note:
1. Jayashree Mishra has submitted resignation letter w.e.f. 1st June, 2019.
2. 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 Companies Act, 2013 extract of the Annual Return
in form MGT 9 is available on the Company's website.
URL:http://www.korefoods.in/sites/default/files/docs/Extract%20of%20Annual
%20Return%20(MGT-9).pdf
Board and Committee Meetings
During the year under review, 4 Board Meetings, 4 Audit Committee Meetings were
convened and held. The details of the same are given in the Corporate Governance Report.
The intervening gap between two consecutive meetings was within the period prescribed
under the Companies Act, 2013 and the SEBI Listing Regulations.
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.
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 Auditor
and the adequacy of internal audit functions, significant internal audit findings and
follow up thereon.
Statutory Auditors
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 held
on 05th September, 2017. Accordingly, the said firm will continue to be the statutory
auditors 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 (2) to
the annual accounts in the Annual Report.
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. 28111), 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 - 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) Amendment Rules, 2014.
Corporate Social Responsibility (CSR)
The Company does not fulfil the criteria for undertaking CSR activity under Section
135, 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 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 (ICC) 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 this 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 elements of risks if any, which in the opinion of the Board may affect
the operations of the Company.
Remuneration 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, 2019.
(a) Conservation of Energy
Energy conservation is a continuous programme and the Company has laid emphasis on
creating awareness amongst employees for optimizing operations and improving efficiency of
machinery and equipment. Steps taken for energy conversion were - heat reflective paint,
adoption of efficiency light fittings, adoption of efficiency pumps and motors and LED
lamps for common areas. The measures taken by the Company have resulted in saving in
energy 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
Public Deposits
During the financial year 2018-19, 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 Loans/Advances/Investments outstanding during the financial year
Company does not have any loans/advances/investments outstanding 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.
Significant and Material Orders passed by the Regulators or Courts
During the year of review there was no significant and material orders being passed by
the regulatory or Court or Tribunal which can impact the going concern status of the
Company and its operations in future.
Material changes and commitment, if any, affecting financial position of the Company
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the Financial year of the Company to
which the Financial statements relate and the date of this Report.
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
co-operation from the customers, vendors, dealers, distributors, bankers, shareholders,
Goa Industrial Development Corporation, State Industries Electricity and other Government
departments.
The Directors also take this opportunity to thank the employees for their dedicated
service throughout the year.
|
For and on behalf of the Board |
|
Sadashiv Shet |
|
(Chairman) |
|
DIN: 02227102 |
| Place : Mapusa |
|
| Date : 29th May, 2019 |
|
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