kanco enterprises ltd Directors report

Results of Operations and the State of the Companys Affairs

The Company was forced to suspend manufacturing operations from 30th September, 2015 in view of large scale resignations of staff and workmen at the Companys factory situated at "Kanco Overseas" Village: Walthera, Taluka: Dholka, Ahmedabad - 387810. Due to further deterioration in the industry scenario since then it has not been possible to revive operations.

The Company has reported a net profit of 79.28 Lakhs. The profit is attributed to commission income.

In the best interest of the stakeholders, the Board of Directors of the Company, at their meeting held on 7th April, 2018 had decided to sell / transfer / dispose of its textile unit either in whole or in part, comprising of all tangible assets, accessories or any item or parts directly or indirectly related with it in whole or in part pertaining to the said unit on an "as is where is" basis and the same was approved by the members of the Company at the extraordinary general meeting held on 16th May, 2018. The Company had sold the entire Land & Building at Walthera and has started disposing off its plant & machinery. The net proceeds from the sale of the Textile Unit was utilized to repay the unsecured lenders, from whom money was borrowed for making payment to the secured lenders.

Finance

During the year under review, the short term borrowings of the Company stands at Rs.99.40 Lakhs as on 31st March, 2023.

Dividend

The Directors of your Company do not recommend any dividend for the period under review.

Share Capital

As on 31st March, 2023, the issued, subscribed and paid up share capital of your Company stood at Rs. 17,93,03,740/-. During the year under review, the Company has not issued any shares.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on http://kanco.in/pdf/Annual%20Return%20for%20the%20year% 20ended%2031st%20March,%202022.pdf.

Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sanjay Kumar Chaurasia (DIN: 08453443), Non-Executive Non-Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

During the year under review, Mr. Umang Kanoria, holding (DIN: 00081108) was reappointed as Managing Director of the Company for a period of 3(three) years w.e.f 1st January, 2023.

The 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 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Directors of the Company have confirmed that they have complied with the Companys Code of Conduct. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidance note on Board Evaluation issued by SEBI on 5th January, 2017, and on the recommendation of the Nomination and Remuneration Committee of the Company a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings wherein adequate opportunity is given to the members to share their views, effective contribution in Boards decision by recommendations made by Committee etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, Communication and contribution in the discussions in a positive and constructive manner impacting company performance etc.

At the board meeting the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Nomination and Remuneration Committee also reviewed its implementation of the said policy and its compliance. The Board of Directors expressed their satisfaction with the evaluation process.

Policy on Directors Appointment, Remuneration etc

Pursuant to Section 178(3) of the Companies Act, 2013 Nomination and Remuneration Committee formulated the criteria for identification and selection of the suitable candidates for various positions in senior management and also candidates who are qualified to be appointed as Director on the Board of the Company. The Committee also recommended a policy relating to the remuneration for the directors, key managerial personnel and other senior management personnel and a process by which the performance of the directors could be evaluated and the details of this policy are given in the Corporate Governance Report. The policy can be viewed at http://kanco.in/pdf/ Nomiantion%20and%20Remuneration%20Policy.pdf.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMP) of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Umang Kanoria (DIN:00081108), Chairman and Managing Director b) Mrs. Manisha Gupta, Company Secretary c) Mr. Madanlal Sharma, Chief Financial Officer

Number of Meetings of the Board

4(Four) meetings of the Board of Directors were held during the year under review.

Audit Committee

The Audit Committee comprises of Independent Directors namely Ms. Varsha Gupta (Chairperson) and Mr. Krishna Kumar Gupta and Mr. Sanjay Kumar Chaurasia, Non-Executive Non-Independent Director. All the recommendations made by the Audit Committee were accepted by the Board.

Directors Responsibility Statement

The Directors hereby confirms that

a) in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they had selected such accounting policies and applied them consistently and made judgements 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 31st March, 2023 and of the profit of the Company for the year ended on that date;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had not prepared the annual accounts on a going concern basis;

e) they had laid down internal financial control to be followed by the company and that 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 applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

The members at the 28th Annual General Meeting of the Company had approved appointment of M/s Jain & Co, Chartered Accountants (Registration No. 302023E) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 28th AGM till the conclusion of the 33rd AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 32nd AGM.

The Company has received the consent and eligibility certificate from M/s Jain & Co, Chartered Accountants to the effect that their appointment is within the limits prescribed under Section 141 of the Companies Act, 2013 read with rules and that they are not disqualified within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under regulation 33(1) (d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statutory Auditors Report

The Auditors have qualified their Report and the explanation in this regard forms part of the Directors Report. However, no cases of fraud were reported by Statutory Auditors during the financial year under review. The Statement on Impact of Audit Qualification as stipulated in Regulation 33(3) (d) is annexed herewith marked as Annexure A to this report.

Qualified Opinion

The Company has not provided interest on unsecured inter-corporate loan of Rs.9940.00 (Rs. in 000) received from non-related party. Amount of the Interest for the current year on the said loan as per last agreed rate with the parties is Rs. 1383.15 (P.Y. Rs. 1358.55) (Rs. in 000).

The Company has shut down its operation in September, 2015. The proceeds out of land and building at Valthera and Machineries have been utilized for payment of OTS to secured lenders and unsecured lenders. The Company is facing acute liquidity crunch and unable to make any payment to its lenders at the moment. The Company has therefore not provided any interest on unsecured loans.

Secretarial Auditor and Report

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 has appointed Mr. Asit Kumar Labh, Practicing Company Secretary (C.P No.14664) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith marked as Annexure B to this report.

The Secretarial Auditor has submitted his report with observation, the explanation to which is as under:

a) The Companys operation has been shut down since 30.09.2015.

The Company was forced to suspend manufacturing operations from 30th September, 2015 in view of large scale resignations of staff and workmen at the Companys factory situated at "Kanco Overseas" Village: Walthera, Taluka:Dholka, Ahmedabad - 387810. The company sold off the factory land and machineries and its not possible to revive the operations.

b) The Company has settled the dues and claims with the Banks through One Time Settlement and the shares of the Company pledged for the same has been released during F.Y. 2019-20. However, as informed by the management, the shares are still showing as pledged in the shareholding pattern as on 31st March, 2023 submitted with the Stock Exchange due to non-updation of data by the respective Bank.

The promoters of the company had communicated to the Bank for revocation of pledge of shares held by them but the Bank is yet to taken any action in the matter.

c) The Company has defaulted in payment of interest on unsecured inter-corporate loan from related party and unsecured loan from non-related party during the year.

The Company has shut down its operation in September, 2015. The proceeds out of land and building at Valthera and Machineries have been utilized for payment of OTS to secured lenders and unsecured lenders. The Company is facing acute liquidity crunch unable to make any payment to its lenders at the moment. The Company has therefore not provided any on unsecured loans.

d) The Company is in process of taking special contingency insurance policy in terms of SEBI Circular No. SEBI/ HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022.

The Company will take special contingency insurance policy in the f.y. 2023-2024.

Cost Audit

Manufacturing activities of the Company are under suspension since 30th September, 2015. The Company has therefore neither appointed a Cost Auditor to audit the cost records nor maintained cost records during the year under review in accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

Secretarial Standards

The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meeting of the Board of Directors and General Meetings.

Particulars of Loans, Guarantees or Investments by Company

The Company has not made any investments. The Company has neither given any loan & guarantee nor provided any security during the year under review.

Contracts and Arrangements with Related Parties

All Related Party Transactions that were entered into during the Financial Year under review were on an arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - C in Form AOC - 2 and forms part of this Report.

The Company has formulated a policy on Related Party Transactions. The link of the policy is http://kanco.in/pdf/ Policy%20on%20dealing%20with%20realted%20party%20transactions%20and%20materiality%20of%20related% 20party%20transactions.pdf.

Material Changes and commitments occurred between the end of the Financial Year under Review and the date of this report.

No material changes and commitments have occurred between the end of the financial year under review and the date of this report.

Cases registered with NCLT under the provisions of Insolvency and Bankruptcy Code, 2016, either by the Company or against the Company

During the year under review, no cases has been registered with NCLT under the provisions of Insolvency and Bankruptcy Code, 2016, either by the Company or against the Company.

One-time settlement with Banks or Financial Institutions, if any

During the period under review, no such settlement took place.

Changes in the nature of business

During the year under review, there was no change in the nature of the business of the Company.

Subsidiaries, Joint Ventures and Associate Companies

The Company has no Subsidiary, Joint Ventures and Associate Companies.

Corporate Social Responsibility

The Company does not fall within purview of Section 135 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed herewith marked as Annexure D to this report.

Management Discussion and Analysis

Management Discussion and Analysis Report for the period under review, as stipulated under Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure E to this report.

Corporate Governance

The report on Corporate Governance in accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 approved by the Board together with a Certificate from Mr. Asit Kumar Labh, Practicing Company Secretary, regarding compliance with the conditions of Corporate Governance is annexed herewith marked as Annexure F to this report.

Risk Management

As per requirement of Section 134(3) (n) of the Companies Act, 2013 the Board of Directors in its meeting held on 9th May, 2014 has approved the Risk Management Policy. The Board envisaged the following elements of risks which may threaten the existence of the Company-

Market Related Risk

The price of raw material and finished goods of KEL are volatile in nature and goes through many ups and downs. KEL has decided that: -

a) The inventory level of raw material i.e. cotton stock will always be maintained at a maximum level of three months and minimum level of ten days. The exception for keeping stock at minimum level of ten days is during month of October and November during which new cotton crop comes in.

b) KEL cannot enter into more than three months forward sale without permission of Board of Directors.

c) Board of Directors has to be intimated if finished goods inventory touches two month production figure.

d) The senior management of KEL gathers information from research report conducted by various agencies, report published by Chambers/Association representing the Industry, Statistics published by Ministry of Textiles, Government Policies and regulations affecting the Industry to arrive at appropriate decision to mitigate the risks on account of volatility in prices of raw materials and finished goods.

Risk due to Fraud

KEL has installed adequate internal control measures to minimise the occurrence of fraud and internal audit is also conducted at regular intervals by an external agency.

Risk of Doubtful and Bad Debt

The credit worthiness of sundry debtors is checked by the senior management to fix the credit period, if any to be given. The background check of new party is also carried out before deciding on the credit period.

Deposits

During the period under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Material Orders Passed by the Regulators /Courts/ Tribunals

There are no significant and material orders passed by the regulators or courts or tribunals.

Internal Controls

The Company has an effective Internal Control system with reference to Financial Statements. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the Internal Control System. The Companys Internal Control System is commensurate with its size, scale and complexities of its operations.

Vigil Mechanism/Whistle Blower

The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concerns and grievances. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or a letter to the Chairman of the Audit Committee. The policy can be viewed at http://kanco.in/pdf/VIGIL%20MECHANISM_WHISTLE% 20BLOWER.PDF. During the year under review no cases were reported under Vigil Mechanism / Whistle Blower.

Stock Exchange

The Companys equity shares are listed at the Calcutta Stock Exchange Limited (Scrip Code-21381 & 10021381). Listing Fees for the financial year 2023-2024 has been paid.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment.

The following is the summary of Sexual Harassment complaints received and disposed off during the year 2022-2023 by the respective Internal Complaints Committee:

No. of Complaints pending as on 1st April, 2022: Nil No. of Complaints received: Nil No. of Complaints Disposed off: Nil No. of cases pending as on 31st March, 2023: Nil

Particulars of Employees

The Company has no employee who were in receipt of remuneration of more than Rs.1.02 Crores per annum during the year ended 31st March, 2023 or of more than Rs. 8.50 Lakhs per month during any part thereof. The disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith marked as Annexure G to this report.

Acknowledgement

Your Directors place on record their appreciation for the cooperation and support extended by the Employees, Banks/ Financial Institutions and all other business partners.