| Dear Members,
The Directors are pleased to present their 4th Annual Report on the
business and operations of your Company together with the Audited
Accounts for the year ended 31st March, 2015.
The Financial performance of the Company for the year ended 31st March,
2015 is summarized below:-
Financial Result 31st March, 2015 31st March,
(Rs. in lacs) 2014
(Rs. in lacs)
Profit for the year ended 6.29 6.64
Less: Provision for Taxation (1.21) (1.27)
Add: MAT credit entitlement 1.21 1.27
Profit after Tax 6.29 6.64
Add: Profit brought forward from previous 14.08 7.44
year
Balance carried over to Balance Sheet 20.37 14.08
DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and do not recommend any dividend for the
year ended 31st March, 2015.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of
the Companies (Management and Administration) Rules, 2014, the details
forming part of the extract of the Annual Return in Form MGT-9 is
annexed herewith as "Annexure X".
INFORMATION TECHNOLOGY AND COMMUNICATION:
During the financial year 2014-15, apart from upgrading the existing
software application with enhanced/added features to meet the current
and emerging business needs.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3) of the Companies Act, 2013, read with Role 8
(3) of Companies (Accounts) Rules, 2014, the relevant information is
given below:
CONSERVATION OF ENERGY:
RESEARCH AND DEVELOPMENT:
The Company has no formal research and development department but the
Company is continuously making efforts to strength research and
development activities to improve quality and reduce cost.
TECHNOLOGY IMPORT ABSORPTION:
The Company has not imported any technology. Indigenous technology
available is continuously upgraded to improve overall performance. The
Company has not made any expenditure on Research & Development
throughout the year.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review there was no earnings and outgo in foreign
exchange.
CORPORATE GOVERNANCE REPORT:
Pursuant to the Clause 52 of the listing agreement with the SME
Platform of Bombay Stock Exchange Limited, Report on Corporate
Governance is annexed herewith as "Annexure-I"
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Clause 52 of the listing agreement with the SME Platform of
Bombay Stock Exchange Limited, Report on Management Discussion and
Analysis Report is annexed herewith as "Annexure- II"
PUBLIC DEPOSIT
Your Company has not accepted any deposits from the public during the
year.
DIRECTOR AND KEY MANAGERIAL PERSONNEL:
Ms. Asha Ladia, director of the Company liable to retire by rotation
and being eligible has offered herselves for re-appointment.
During the year Mr. Jay Prakash Heerwal (DIN: 03123914) who was the
Independent director of the Company submitted his resignation from the
directorship of the Company on 16th June, 2014, due to his full time
engagement in the practice of Chartered Accountancy and Further Mrs.
Sushila Lodha (DIN: 03504185), the Non- executive director of the
Company submitted her resignation from the directorship of the Company
on 16th June, 2014, due to some other pre-occupation. The same were
accepted by the Board and the Board hereby places on record its sincere
thanks and gratitude for the valuable contribution made by Mr. Jay
Prakash Heerwal and Mrs. Sushila Lodha. The Board on behalf of all the
members wishes both Mr. Jay Prakash Heerwal and Mrs. Sushila Lodha a
healthy and successful life.
The Board has approved the appointment of Shri. Supreme Lodha, as the
CFO of the Company with effect from 18th August, 2014. The Board has
considered the recommendation of the Nomination and Remuneration
Committee and Audit Committee regarding the said appointment.
Declaration by Independent Director:
Mrs. Kalpana Agrawal (DIN: 02976827) and Mrs. Venus Kedia (DIN:
06422518), independent directors of the Company have given declarations
that they meet the criteria of independence as laid down under section
149(6) of the Companies Act, 2013
Board Evaluation:
Pursuant to the provisions of Companies Act, 2013 and Listing
Agreements, the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit Committee and Nomination and Remuneration
Committee. The manner in which the evaluation has been carried out is
mentioned in the Corporate Governance Report.
Remuneration Policy:
The Board has, on recommendation of the Nomination and Remuneration
Committee formulated a policy for selection and appointment of
Directors, senior managements and their remuneration.
Meetings:
The details of the number of Board Meetings and meetings of various
Committees are given in the Corporate Governance Report. The
intervening gap between the meetings was within the time period
prescribed under the Companies Act, 2013.
Audit Committee:
Upon the resignation of the Mr. Jay Prakash Heerwal and Mrs. Sushila
Lodha, from the directorship of the Company, the Audit Committee of the
Company reconstituted on 11th August , 2014 as follows;
Mrs. Venus Kedia (DIN: 06422518)-Non-executive Independent Director-
Chairman
Mrs. Kalpana Agarwal (DIN: 02976827) - Non-executive Independent
Director-Member
Mr. Pradip Lodha (DIN: 03006602)- Managing Director- Member
More details on the Committee are given on the Corporate Governance
Report.
DIRECTOR'S RESPONSIBILY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013 with respect to
Directors' Responsibility Statement, it is hereby confirmed:
a) That in the preparation of the accounts for the financial year ended
31st March, 2015; the applicable accounting standards have been
followed along with proper explanation relating to material departure.
b) That the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for the year under review.
c) That the Directors have taken proper and sufficient care 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 accounts for the financial year
ended 31st March, 2015 on a going concern basis.
e) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
a. The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year
2014-15, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
2014-15 and the comparison of remuneration of each Key Managerial
Person (KMP) against the performance of the Company are as under:
Sl. Name of Director/KMP & Remuneration % increase in
No. Designation of remuneration in
Director/KMP the Financial
for the Financial Year 2014-15
Year 2014-15
(Rs. in lacs)
1 Pradip Lodha 2.16 Nil
Managing Director
2 Supreme Lodha 2.27 26.11
Chief Financial Officer
3 Subrat Kumar Nayak 2.00 11.11
Company secretary &
Compliance Officer
4 Karunamoy Bandyopadhyay 1.50 4.16
Manager(Operation)
Sl. Name of Director/KMP & Ratio of Comparison of
No. Designation remuneration the
of each remuneration
Director/KMP of the KMP
to median against the
remuneration performance of
of employees the Company
1 Pradip Lodha 3.27 The revenue of
Managing Director the Company
increases
2 Supreme Lodha 3.43 36.53% and the
Chief Financial Officer profit of the
Company
3 Subrat Kumar Nayak 3.03 decreases 5.27%
Company secretary &
Compliance Officer
4 Karunamoy Bandyopadhyay 2.27
Manager(Operation)
b. The median remuneration of employees of the Company during the
financial year was Rs. 0.66 lakhs;
c. There were 13 permanent employees on the rolls of the Company
excluding 4 KMPs as on March 31, 2015;
d. There is no change in remuneration of Managing Director as the
Managing Director by self declaration denied to take his increased
remuneration approved by the members in the 3rd AGM of the Company up
to 31st March, 2015; and performance of the Company for the financial
year ended 31st March, 2015 the revenue of the Company increases 36.53%
and the profit of the Company decreases 5.27%.
e. Price Earnings ratio of the Company was 0.12 as at March 31, 2015
as compared to 0.18 on March 31, 2014;
f. The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors based
on the recommendation of the Human Resources, Nomination and
Remuneration Committee as per remuneration policy for Directors, Key
Managerial Personnel and other employees.
g. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors and KMPs but receive
remuneration in excess of the highest paid director during the year-
Not applicable.
h. It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other
employees.
RELATED PARTY TRANSACTION:
All Related Party Transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the Company at large.
SUBSIDIARY COMPANY:
The Company does not have any subsidiary.
CODE OF CONDUCT:
The Company has a Code of Conduct which is applicable to directors and
management personnel of the Company. The Company believes in conducting
business in accordance with the highest standards of business ethics
and complying with applicable laws, rules and regulations. The "Code of
Conduct" is available on the Corporate Governance section of the
Company's website www.karnimatacoldstorage.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the directors and management personnel in
their business dealings and in particular on matters relating integrity
in the work place, in business practices and complying with applicable
laws etc.
All the directors and management personnel have submitted declaration
confirming compliance with the code.
BONUS ISSUE
The Company has not allotted any bonus issue during the year.
PUBLIC ISSUE
During the year under review your Company has not issued any securities
to the public.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors of the Company on 11th August, 2014 has adopted
a Vigil Mechanism/Whistle Blower Policy.
This Policy provides a channel to the employees and directors to report
to the management concerns about unethical behavior, actual or
suspected fraud or violation of the Codes of Conduct or legal or
regulatory requirements, incorrect or mis-representation of any
financial statements and reports etc.
This Policy intends to cover serious concerns that could have serious
impact on the operations and performances of the Company and
malpractices and events which have taken place or suspected to have
taken place, misuse or abuse of authority, fraud or suspected fraud,
violation of company rules, manipulations, negligence causing danger to
public health and safety, misappropriation of monies and other matters
or activity on account of which the interest of the Company is affected
and formally reported by whistle blowers concerning its employees.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed.
All the Board of Directors and designated employees have confirmed
compliance with the Code.
RISK MANAGEMENT POLICY:
Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of
directors of the Company on 12th March, 2015 has adopted a Risk
management Policy of the Company. The Company is committed to
identifying and managing risk in a manner appropriate to achieve its
objectives.
This Policy intends to cover concerns that could have serious impacts
on the operational and financial performance of the Company. The scope
of the policy is to identify, assess and treat the risk associated with
the Company and building framework and risk management programs,
reviewing of the effectiveness of such programs and collectively to
achieve the target of the Company.
INTERNAL CONTROLS:
The Company has maintained adequate internal control system to ensure
that its assets are protected against loss of unauthorized use and
improper handling. During the year the company appointed M/s Kshitiz &
Co., 51, Nalini Sett Road, 5th Floor, Room No- 19, Kolkata- 700007. The
firm is authorized to by the Audit Committee to access the adequacy and
compliance of internal control process, statutory requirements etc. The
Audit Committee met regularly to review reports submitted by the
Internal Auditor. The Audit Committee upon discussion with internal
auditor set up applicable control measures for the Company.
AUDITORS:
STATUTORY AUDITORS
At the 3rd Annual General Meeting held on 25th September, 2014, M/s
Bidasaria & Associates, Chartered Accountants were appointed as
statutory auditors of the Company to hold office till the conclusion of
8th Annual General Meeting of the Company. In the terms of the first
proviso to Section 139 of the Companies Act, 2013, the appointment of
the auditors shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment of M/s Bidasaria & Associates,
Chartered Accountants, as Statutory Auditors of the Company, is placed
for ratification by the shareholders. In this, regard, the Company has
received a certificate from the Auditors to the effect that if they are
re-appointed, it would be in-accordance with the provisions of Section
141 of the Companies Act, 2013.
AUDITORS' REPORT:
The observations of the auditors in their report are self-explanatory
and therefore, in the opinion of the Directors, do not call for further
comments.
SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Mr. B L Patni, a whole time
Company Secretary in practice having Membership No. 1321, to undertake
the Secretarial Audit of the Company.
SECRETARIAL AUDIT REPORT:
As required under section 204(1) of the Companies Act, 2013 the Company
has obtained a Secretarial Audit Report. The Secretarial Audit report
is annexed herewith as "Annexure Y"
The Report doesn't contain any qualification.
PARTICULARS OF EMPLOYEE:
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect employees of the Company, will be provided upon
request. In terms of Section 136 of the Act, the reports and accounts
are being sent to the members and others entitled thereto, excluding
the information on employees' particulars which is available for
inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints duly resolved and as on date there is no
complaints pending.
LISTING OF SHARES:
The equity shares of your Company are listed on the SME Platform of BSE
Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai - 400001 and
listing fees for the year 2014-15 has been paid.
ACKNOWLEDGEMENT:
Your directors place on record their appreciation for co-operation and
support extended by the Banks, SEBI, Shareholders, Bankers to the
Issue, RTA and farmers and Traders for their continued support extended
to the Company at all times.
The Directors further express their deep appreciation to all employees
for high degree of professionalism and enthusiastic effort displayed by
them during the year.
For and on behalf of the Board of Director
Date: 31/07/2015 PRADIP LODHA
Place: Paschim Medinipur Managing Director
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