Kapil Cotex Ltd Directors Report

To,

The Members,

KAPIL COTEX LIMITED.

The Directors have pleasure in submitting their 41st ANNUAL REPORT along with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2024.

FINANCIAL RESULTS

	Current Year ended 31.03.2024	Previous Year ended 31.03.2023
	(Rs. )	(Rs. )
Income
Revenue from operations	-	0
Other Income	20023210	5,41,530
Total Revenue	20023210	5,41,530
Less: Total Expenses (Excluding	1273408	6,15,286
Depreciation)
Profit Before Depreciation & Taxation	18749802	-88882
# (-) Depreciation	-7651	15127
Profit Before Taxation	18742151	-73755
(-) Provision for Taxation	3393714	0
(i) Current Tax
(ii) Deferred Tax	(2922)	(1347)
Profit for the year	15353160	(72408)

OPERATIONAL REVIEW:

Total revenues for the year ended 31st March, 2024 is Rs. 20023210/-, as against Rs. . 5,41,530/- in the previous year. The net profit/(Loss) of the Company for the year under Review was placed is 15353160 as against (72,408) in the previous year..

DIVIDEND

The Board of Directors the directors are not recommending any dividend.

SHARE CAPITAL

The paid-up equity capital as on March 31, 2024 was Rs.1,91,50,000/-. During the year under review, the Company has allotted 875000 equity shares @ 76.30 (inc of premium of Rs.66.30/-) per equity share of Rs.10/- to promoters and other investors on preferential basis .

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company as on March 31, 2024 and the date of this report i.e. May 28, 2024.

GENERAL

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 and rules made there under.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

The Company has in place policy as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, company has no women employees during the year.

DIRECTOR & KMP

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee ("N&RC") of your Company. The details of Nomination and Remuneration Policy is mentioned in the Report on Corporate Governance which forms part of this Section of this Integrated Directors Report.

Mr. PRAKASHCHANDRA RATHI (DIN No. 01393087) retires by rotation and, being eligible, offers himself for re-appointment. The Directors recommend Mr. PRAKASHCHANDRA RATHI (Din No. 01393087) for re-appointment.:

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

The terms and conditions of appointment of Independent Directors are in accordance with the Listing Regulations and also as per the provisions of the Companies Act, 2013 ("Act") read with Schedule IV to the Act.

The Company has received annual declaration from all the Independent Directors that they meet the criteria of independence as prescribed u/s 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Your Company has also received confirmation that Independent Directors are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge their duties with an objective independent judgment and without any external influence and that he is independent of the management. They have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for directors and senior management personnel formulated by the company.

All the Members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct as on 31 March, 2024 and a declaration to that effect, signed by the chairman, is attached and forms part of this Report.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, 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.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary as on 31.03.2024 but however subsequently the Company acquired 72.51% equity shares of M/s. Sky biotech life science private limited @ 14.55/- per share from existing promoters and the deal to be concluded in the 2nd quarter of current fiscal.

MEETINGS

Minimum four prescheduled Board meetings are held every year. Additional meetings are held to address specific needs of the Company. In case of any exigency/ emergency, resolutions are passed by circulation. During the Financial Year 2023-24 the Board of Directors met Seven times. The maximum gap between any two meetings was less than one hundred and twenty days, as stipulated under Regulation 17 of the Listing Regulations and Secretarial Standards.

Sr Date of Meeting

1. 29/05/2023

2. 14/08/2023

3. 23/10/2023

4. 14/11/2023

5. 28/12/2023

6. 14/02/2024

7. 28/02/2024

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

Based on the report of internal audit function, corrective action is taken and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted as per the section 178(1) of the Companies Act, 2013..

REMUNERATION POLICY Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non- Executive Directors:

The Company does not pay any amount inc sitting fees for attending Board meetings. AUDIT COMMITTEE

The Companys Audit Committee has been constituted as per section 177 of the Companies Act, 2013. Four meetings of the Audit Committee were held during the financial year 2023-24.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Companys Stakeholders Relationship Committee has been constituted as per section 177 of the Companies Act, 2013, Three meeting of the Stakeholder Relationship Committee held During the year

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high-level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

AUDITORS & REPORT thereon

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2023. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

In accordance with Sec 139 of the Companies Act, 2013, shareholders of the Company have appointed M/s. SPD & Associates, Chartered Accountants (ICAI Firm Registration No. 154533W), as Statutory Auditors of Company for a period of 5 years to hold office until the conclusion of the 44th Annual General Meeting of the Company in calendar year 2027.

INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Vijay Garg & Co., Firm Regn No: 141111W was appointed as Internal Auditor upto 31.10.2024.

REGISTERED OFFICE:

The Company shifted its registered office to the present location i.e. Gut no.5,Gavrai Tanda,Pattahan Road, Chh. Sambhaji Nagar, Maharashtra 431002 vide shareholders approval obtained in the EGM held on 21.11.2023

COST AUDITORS

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the Company was not liable to appoint Cost auditors for the financial year 2023-24.

SECRETARIAL AUDIT:

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 M/s Nishi Jain a Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

A) There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

There was no transfer.

ANNUAL RETURN

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2024 in the prescribed format is available on the Companys website at: www.kapilcotex.co.in

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy] Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 02nd September 2015, we are under exempted category as the paid-up equity capital of the Company is below Rs.10 Crores and Net worth is below Rs.25 Crores as on the last day of the previous financial year (audited). i.e. 31.03.2024.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As such there is no woman employee in the Company; an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

PARTICULARS OF EMPLOYEES

Information as per Section read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the nature of activities of the company, the Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company. However, the Company is making all efforts to conserve the same and the Companys technology being indigenous, the question of absorption by the Company does not arise. Also, no foreign exchange was earned or spent.

DETAILS OF FRAUDS REPORTED BY AUDITORS:

During the year under review, there were no frauds reported by Statutory Auditors under provision of section 143(12) of the Companies Act, 2013 and rules there under.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

Place: Mumbai	By Order of the Board
DATED: 30/05/2024
	(Prakash Rathi) (Poonam Rathi)
	DIN no. 01393087 DIN no. 01274428
	(CFO, DIRECTOR) (MANAGING DIRECTOR)