To,
The Members,
Kumaka Industries Limited
Your directors are pleased to present their 49th Annual Report on the
business and operations of the Company together with the Audited financial statement for
the Year ended 31st March, 2023.
1. THE STATE OF THE COMPANYS AFFAIRS:
(i) Financial summary /highlights:
| PARTICULARS |
2022-23 (in Rs.) |
2021-22 (in Rs.) |
| TOTAL INCOME |
|
50,12,966 |
|
38,46,479 |
|
PROFIT / (LOSS) BEFORE DEPRECIATION |
(46,77,869) |
7,66,993 |
AND TAX & Exceptional Item |
|
|
(Less): Depreciation & Amortization expenses |
(1,24,324) |
(1,43,405) |
| (Less): Exceptional items |
50,01,250 |
- |
PROFIT/(LOSS) BEFORE TAX |
(95,54,795) |
6,23,588 |
| (Less): TAX EXPENSES: |
|
|
| Add/(Less): Current tax |
- |
- |
: Current Tax in relation to prior period |
- - |
- - |
| : Deferred Tax |
|
|
NET PROFIT/(LOSS) AFTER TAX |
(95,54,795) |
6,23,588 |
Add/(Less): Balance carried forward |
(36,43,51,637) |
(36,49,75,224) |
Add: Revaluation surplus on sale of land transfer from Other
Comprehensive Income (OCI) |
- |
- |
Balance carried to the Balance Sheet |
(37,39,06,432) |
(36,43,51,637) |
(ii) Operational results
During the year, total income of the Company was Rs. 38,46,479/- as against Rs. 50,12,966
/- in the previous year. The Company has incurred operational loss of Rs. 46,77,869/-
as against operational profit of Rs. 6,23,588 /- in the previous year. However, net
loss has increased to Rs. 95,54,795 in view pf arrears of land revenue amounting to
Rs. 50,01,250.
Your Directors are optimistic for better results.
2. DIVIDEND:
In view of carried forward losses, your directors do not recommend any Dividend for the
year under review.
3. TRANSFER TO RESERVES:
The Company is not required to transfer any amount to its reserve. Hence no amount is
transferred to reserves during the year under review.
4. REPORTING OF FRAUDS:
There have been no instances of fraud reported by the Auditors under section 143(12) of
the Act and rules framed there under either to the Company or to the Central Government.
5. SHARE CAPITAL:
i. In the regard, your Directors would like to state that earlier the Honble
National Company Law Tribunal,
Mumbai (Honble NCLT) had approved the scheme of Arrangement between the Company and
its Equity shareholders mainly in respect of equity share capital. The Company was in the
course of implementation of the same.
ii. However, there after order Honble
National Company Law Appellate
Tribunal (Honble NCLAT) vide its order no. 136/2020 dtd 20th October,
2020 set aside the order of Honble
NCLT and directed the Company to undo all the actions taken in line with the scheme
sanctioned by the
Honble NCLT.
iii. Implementation by the Company of the order dtd 20th October, 2020 by
Honble NCLAT was challenged at Honble NCLAT. However, Honble
NCLAT vide their order dated 27th March, 2023 dismissed the contempt
petition.
iv. Accordingly, paid up Equity Share
Capital as on 31st March, 2023 continued to be Rs. 12.085 Crores.
6. SUBSIDIARY COMPANIES:
The Company neither has any subsidiary/joint venture/associate Company and no Company
has become/ceased to be subsidiary/joint venture/associate Company during the year.
7. DIRECTORSRESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirms that:
a) in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) such accounting policies as mentioned in Notes to the Financial Statements have been
selected and applied consistently and judgement and estimates have been made 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 profit and Loss of the Company for the year ended
on that date;
c) 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) the annual financial statements have been prepared on a going concern basis and
applying IND-AS.
e) proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively.
f) systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
8. DEPOSITS:
The Company has neither accepted nor renewed any deposits within the meaning of Section
73 of Companies Act, 2013 (‘the Act) read with the Companies (Acceptance of
Deposits) Rules, 2014.
9. DETAILS OF DIRECTORS OR KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE
YEAR:
In terms of Section 152 and 160 of the Companies Act, 2013 and in accordance with the
Articles of Association of the Company, Mr. Pankaj Kadakia would retire at the ensuing
Annual General Meeting and being eligible offers himself for reappointment. Requisite
notice in respect of his reappointment is also received. Nomination & remuneration
Committee as well as the Board have recommended his re-appointment.
Change in Directors/ KMPs during the year was as follows:
- Dr. Indula Panchal resigned from the Directorship of the Company with effect from 10th
August, 2022.
- Ms. Vidusha Hingu was appointed as a Company Secretary w.e.f. 28th June,
| Name of |
No. of Meetings |
| Directors |
Held |
Attended |
Dr.Niranjan M. Pandya |
8 |
6 |
Mr. Pankaj Kadakia |
8 |
8 |
| Dr. T. D. Tiwari |
8 |
8 |
Dr. Indula Panchal |
4 |
3 |
2022. She resigned as a Company Secretary w.e.f. 31st August, 2022.
- Mr. Niranjan Pandya ceased to be the Director of the Company due to his sad demise on
11.03.2023.
- And Mr. Mohana Nair has been appointed as Non-Executive Independent Director w.e.f.
02.05.2023
10. (A) STATEMENT ON DECLARATION GIVEN
BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE ACT:
The Board of Directors hereby declares that all the independent directors duly
appointed by the Company have given the declaration and they meet criteria of independence
as provided under Section 149(6) of the Act.
(B) A STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT
DIRECTORS:
Your Directors are of the opinion that Independent Directors of the Company are of high
integrity and suitable expertise as well as experience (including proficiency).
11. BOARD MEETINGS HELD DURING THE
YEAR:
8 Meetings of Board of Director were held during the year on 03/05/2022, 26/07/2022,
29/07/2022, 8/8/2022, 13/08/2022, 07/12/2022, 15/02/2023, 08/03/2023
Details of attendance of directors is as follows:
12. A STATEMENT RELATING TO MANNER OF
ANNUAL EVALUATION BY THE BOARD OF PERFORMANCE OFBOARD/ COMMITTEE/ DIRECTORS:
Since the Company is neither listed Company nor public Company having paid up capital
of Rs. 25 crores or more, the Company is not required to furnish the statement and
accordingly, the same has not been furnished.
13. NOMINATION AND REMUNERATION
COMMITTEE:
The Committee consists of two Independent Directors viz. Dr. T. D. Tiwari and Dr.
Niranjan M. Pandya with Dr. T. D. Tiwari, as the Chairman and Mr. Pankaj M Kadakia,
Chairman of the Company as the member. The Committee met on 29.07.2022 During the year,
the attendance of the members at the meetings was as follows:
|
Stateus of the Meetings |
Name of Members |
Category of Director |
Held |
Attende d |
Dr. Niranjan M. Pandya |
Chairman |
1 |
1 |
Mr. Pankaj Kadakia |
Member |
1 |
1 |
| Dr. T. D. Tiwari |
Member |
1 |
1 |
The Nomination & Remuneration Committee has been constituted to recommend / review
remuneration of the Executive Director based on their performance and defined assessment
criteria.
Remuneration Policy of the Company is directed towards rewarding performance, based on
the review of achievements. The Remuneration policy is in consonance with the existing
Industry practice.
The remuneration of Chairman & Managing Director is approved by the Board and
shareholders within the overall limit fixed under the law. No other Director is paid any
remuneration.
As of now, the Company does not have any employee stock option plan.
There were no other pecuniary relationships or transactions of the Non-Executive
Director vis-?-vis the Company. The Company has not granted any stock option to any of
its Directors.
The terms of reference of the Nomination and Remuneration Committee are in accordance
with Section 178 of the Act including following major terms:
i. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommendation to the Board a policy, relating to the
remuneration of the Directors, Key Managerial Personnel and other employees ii.
Formulation of criteria for evaluation of Independent Directors and the Board; iii.
Devising a policy on Board diversity; iv. Identifying persons who are qualified to become
Directors and who may be appointed in senior management in accordance with the criteria
laid down, and recommendation to the Board of their appointment and removal.
Remuneration Policy:
Remuneration Policy of the Company is directed towards rewarding performance, based on
the review of achievements. The Remuneration policy is in consonance with the existing
Industry practice.
The Nomination and Remuneration Committee consisting of members as aforesaid reviews
and recommends the remuneration package of the Executive
Director(s) based on performance and defined criteria.
The remuneration paid to Executive Directors of the Company is approved by the Board of
Directors on the recommendations of the Nomination and Remuneration Committee. The
Companys remuneration strategy is market-driven and aims at attracting and retaining high
calibre talent. The strategy is in consonance with the existing industry practice and is
directed towards rewarding performance, based on review of achievements, on a periodical
basis.
Non-Executive Directors are paid sitting fees of Rs. 8000/- for attending Board Meeting
and Committee Meetings respectively.
Except sitting fees, no other payments towards remuneration were made to the
non-executive directors.
Nomination and Remuneration Policy of the Company is available on website of the
Company at www.kumakaindustries.com
14. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY:
System of adequate Internal Financial Controls with reference to the Financial
Statements is already in place.
15. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT
2013:
The Company has entered into contracts/ arrangement with related parties pursuant to
section 188 of the Companies Act, 2013. Its particulars are enclosed as per
Annexure - A.
16. STATUTORY AUDITORS:
M/s. MB Majmudar & Co, Chartered Accountants, have been appointed as Statutory
Auditors of the Company from the conclusion of the 48th Annual General Meeting
till the conclusion of 53rd Annual General Meeting.
17. SECRETARIAL AUDIT REPORT:
Since the Company does not fall in any of the criteria for Secretarial Audit as per the
provisions of section 204 of the Act, the Company is not required to obtain Secretarial
Audit Report.
18. Explanation(s) / Comment(s) on
Qualification(s) / Reservation(s) / Adverse Remark(s) / Disclaimer by the Statutory
Auditor or Secretarial Auditor in their Report:
The Statutory Auditors in their Report have not made any qualification, reservation,
adverse remarks nor any disclaimer. Accordingly, no explanation or comments are required
to be furnished.
19. AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the provisions of
Section 177 of the Act.
The Committee consists of two Independent Directors viz. Dr. Niranjan M. Pandya, Dr. T.
D. Tiwari and one Executive Director viz. Mr. Pankaj Kadakia with Dr. Niranjan Pandya, as
the Chairman. The Committee met on 29/07/2022, 13/08/2022, 07/12/2022 and 8/03/2022.
During the year, the attendance of the members at the meetings was as follows:
|
Status of the Meetings |
Name of Members |
Category of Held Director |
Attended |
Dr.Niranjan M. Pandya |
Chairman 4 |
2 |
Mr.Pankaj Kadakia |
Member 4 |
4 |
| Dr. T. D. Tiwari |
Member 4 |
4 |
The Company has not denied any personnel, access to the Audit Committee of the Company
and the situation has not arisen to provide protection to "whistle blowers" from
unfair termination and other unfair or prejudicial employment practices.
Terms of reference:
The terms of reference of the Audit Committee is aligned with the terms of reference
provided under Section 177(4) of the Act.
The primary objective of the Audit Committee is to monitor and effectively supervise
the Companys financial reporting process with a view to provide accurate, timely and
proper disclosures as well as the integrity and quality of the financial reporting.
20. A STATEMENT INDICATING
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMNET POLICY FOR THE COMPANY:
The Company has a reasonably workable risk management policy to identify measure and
mitigate business risks and opportunities. The policy seeks to minimize adverse impact on
the business objective and enhances the Companys competitive advantage. This risk
management policy helps in managing market, credit and operations risks.
21. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:
The Company has not provided any loans and not given any guarantees nor provided
securities to any of the entities or made investments pursuant to Section 186 of the
Companies Act, 2013 during the year under review.
22. DETAILS ABOUT THE DEVELOPMENT AND
IMPLEMENTATION OF POLICY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Since the Company does not fall in any of the criteria mentioned in section 135(1) of
the Act, provisions of Section 135 of the Act, and rules framed thereunder relating to
corporate social responsibility, are not applicable to the Company. Hence, no details in
the regard have been furnished.
23. DISCLOSURE UNDER THE SEXUAL
HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company in view of lesser than 10 employees was not required to constitute Internal
Complaint Committee under POSH Act. However, the Company has zero tolerance approach
towards Sexual Harassment of Woman at workplace. Further, there were no complaints
received by the Company during the year under the review.
24. DISCLOSURE ON ESTABLISHMENT OF A
VIGIL MECHANISM:
The Company has adopted a Vigil Mechanism /Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee.
25. COST AUDITORS:
The Company is not required to appoint the cost auditor as specified by the Central
Government under Section 148(1) of the Companies Act, 2013 and accordingly the Company has
not appointed the cost auditor.
26. COST RECORDS:
The Company is not required to maintain the cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013 and accordingly the Company has
not maintained the cost records.
27. SIGNIFICANT AND MATERIAL ORDER
PASSED BY THE REGULATORS OR COURTS:
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company as well as operations
of the Company in future.
28. PARTICULARS OF EMPLOYEES AND
REMUNERATION:
Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 no employee of the Company was paid remuneration
exceeding the prescribed limits, during the Financial year 2022-23.
29. ANNUAL RETURN:
The Company has placed a copy of the annual return on its website and the same is
available on- www.kumakaindustries.com.
30. MATERIAL CHANGES AND
COMMITMENTS:
There was no material change and commitment affecting the financial position of the
Company which have occurred between the end of financial year of the Company i.e. 31stMarch,
2023 and the date of this report and hence not reported.
31. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS PER RULE 8(3) OF THE
COMPANIES (ACCOUNTS)RULES,2014:
A) Conservation of Energy:
Your Company is serious in conserving energy by reducing consumption of power by
implementing close monitoring over plant running and adequate maintenance of electric
components of plants and other machinery. The Company has not made any capital investment.
However, the Company has continued same actions.
B) Technology absorption:
Since, the Company has not imported any technology the Company has no information to
offer in respect of technology absorption.
C) Foreign Exchange earnings and outgo:
The Company has neither earned nor spent any foreign exchange.
32. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in nature of the business of the Company during the year.
33. MEDIAN EMPLOYEE DETAILS:
The Company being an Unlisted Company, provisions 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 (‘the Rules) are not applicable. Moreover, the Company does
not have any employee drawing remuneration within the meaning of Rule 5(2) of the Rules.
Accordingly, no information in the regard has been furnished.
34. VOLUNTARY REVISION OF FINANCIAL
STATEMENTS OR BOARDS REPORT:
Since the Company has not made any voluntary revision of Financial Statements or
Boards Report during the year under review, detailed reasons for the same pursuant to
proviso to section 131 of the Act are not required to be reported.
35. A STATEMENT RELATING TO MANNER OF
ANNUAL EVALUATION BY THE BOARD OF PERFORMANCE OF BOARD/COMMITTEE/DIRECTORS:
Since the Company is neither listed Company nor public Company having paid up capital
of Rs. 25 crores or more, the Company is not required to furnish the statement and
accordingly, the same has not been furnished.
36. RECEIPT OF ANY COMMISION BY
MD/WTD FROM THE COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM
ITS HOLDING OR SUBSIDIARY:
The Managing Director is not in receipt of any Commission from the Company and the
Company neither has any Holding company nor any subsidiary company. Hence, the details of
commission pursuant to Section 197(14) of the Act are not required to be reported.
37. STATEMENT ON COMPLIANCES OF
APPLICABLE SECRETARIAL STANDARDS:
In terms of clause no. 9 of Revised SS-1 (Revised Secretarial Standards on meetings of
Board of Directors effective from 01.10.2017), your Directors state that the Company is
compliant of applicable Secretarial Standards during the year under review.
38. NO APPLICATION/ PROCEEDING UNDER
IBC:
Neither any application is made nor any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has
no information to offer in the regard.
39. THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year, no such event has occurred. Hence, reasons for the same are not
required to be provided.
40. DISCLOSURE REGARDING ISSUE OF
SWEAT EQUITY SHARES:
During the year, the Company has not issued Sweat Equity Shares. Hence, details as per
Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to
be reported
41. DISCLOSURE REGARDING ISSUE OF
EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any Equity Shares with Differential rights as to dividend or
vote during the year. Hence, details as per Rule 4(4) of Companies (Share Capital and
Debentures) Rules, 2014 are not required to be reported.
42. DISCLOSURE REGARDING ISSUE OF
EMPLOYEE STOCK OPTIONS
The Company has not issued any Employee Stock Options during the year. Hence, the
details as per Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 are not
required to be reported.
43. ACKNOWLEDGEMENTS:
Your Directors take opportunity to express their gratitude to government, bankers,
advisors, employees and shareholders for their valuable support and co-operation.
Date: 28th June, 2023
Place: Vadodara
For and on behalf of the Board, Pankaj Kadakia Chairman & Managing Director [DIN:
0016339]
+91-9892691696
