kore foods ltd Directors report

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 Companys 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 Companys 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

Companys 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 Auditors 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 arms 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