Karnimata Cold Storage Ltd Directors Report

To

The Members,

Karnimata Cold Storage Limited

Your Directors are pleased to present their 12^th Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31^st March, 2023.

The Financial performance of the Company for the year ended 31^st March, 2023 is summarized below:-

Particulars	31st March 2023	31st March 2022
	(Rs.in 000)	(Rs.in 000)
Profit/loss before exceptional & extraordinary item	6,970	5,408
Less: Exceptional item	-	-
Profit/loss before exceptional item	6,970	5,408
Less: Extraordinary Item	-	-
Profit before taxation	6,970	5,408
Less: Provision for Taxation	1,087	844
Add: MAT credit entitlement	-	-
Less: Previous Year Tax	90	66
(Less) / Add: Deferred Tax Liability	(1,147)	629
Profit after tax	4,646	5,128

COMPANYS PERFORMANCE

During the year under review the Company has generated total revenue from operations for FY 2022-23 of Rs.(in 000) 47,821 as compared to Rs.(in 000) 45,646 in previous FY 2021-22. Profit before taxation is Rs .(in 000) 6,970 against Rs.(in 000) 5,408 in the previous year. Profit after tax ("PAT") for the year is Rs. (in 000) 4,646 as compared to Rs.(in 000) 5,128 for previous FY 2021-22.

SHARE CAPITAL

The paid up equity capital as on March 31, 2023 was Rs.5,08,40,000 (Five Crores Eight Lacs Forty Thousand). The Company does not issued any Shares during the year, and neither issued any bonus shares nor granted stock options nor sweat equity during the year under review.

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 31^st March, 2023.

TRANSFER TO RESERVES

The Board of the company has not proposed any amount to carry to its reserves.

ANNUAL RETURN

In accordance with the Companies Act 2013, the annual return in the prescribed format is available on the website of the Company at www.karnimatacoldstorage.com

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

Companies which has become/ceased to be subsidiaries, JVs or Associates during the year: Not Applicable.

The provisions of the Rule 8(1) of the Chapter IX Rules are not applicable to the company as the Company does not have any subsidiaries, associates and joint ventures.

INFORMATION TECHNOLOGY AND COMMUNICATION

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its services 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 Rule 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.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

Mrs. Asha Ladia, Non-executive director of the Company liable to retire by rotation and being eligible offered herself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTOR

Mrs. Venus Kedia & Ms. Shalini Kumari Agarwal 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

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 the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, 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, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which 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.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on directors appointment and remuneration provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

MEETINGS

Eight meetings of the board were held during the year. For details of meetings of the board, please refer to the Corporate Governance Report, which is a part of this report.

AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

DIRECTORS 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 31^st March, 2023; 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 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 31^st March, 2023 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.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. ratio of the remuneration of each Director to the median remuneration of the employees of the

Company for the financial year 2022-23:

Name of the directors	Ratio to median remuneration
Executive directors
Pradip Lodha	0.15

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year 2022-23:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Pradip Lodha, Managing Director	-
Mr. Aman Lodha, Chief Financial Officer	*
Ms. Varsha Gupta, Company Secretary	12.82

? Mr. Aman Lodha was appointed on 29^th October 2022. Accordingly, the disclosures with respect to increase in their salary are not given.

c. The percentage increase/ (decrease) in the median remuneration of employees in the financial year: -2.33%

d. The number of permanent employees on the rolls of Company: 14

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year: The Average annual increase is 1.12%

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Notes

The Non-Executive directors are entitled for sitting fees as per the statutory provisions. The details of remuneration paid to Non-Executive directors are disclosed in the corporate governance Reports point no.6. Hence, the ratio of remuneration and percentage increase for Non-Executive directors remuneration is therefore not considered for the above purpose.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 (1) of the Companies Act, 2013 during the year under review. There are no transactions to be reported in Form AOC 2.

CODE OF CONDUCT

The details in respect of code of conduct is included in the Corporate Governance report, which is a part of this report.

PUBLIC ISSUE

During the year under review, the Company has not issued any securities to the public.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company framed a policy to provide 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.

RISK MANAGEMENT POLICY

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

STATUTORY AUDITORS

At the eleventh AGM held on June 24, 2022, the Members approved the Appointment of M/s. R C Jhawer & Company, Chartered Accountants (Firm Registration No.310068E) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Sixteenth AGM to be held in the year 2027.

The Auditors Report for the financial year 2022-23, does not contain any qualification, reservation or adverse remark.

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. The Auditors report for fiscal 2022-2023 does not contain any qualification, reservation or adverse remark.

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 Ms. Dipika Jain, a whole time Company Secretary in practice having Membership No. 50343 & C.P. No.18466, to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

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 for financial year 2022- 2023 does not contain any qualification, reservation or adverse remark. The Secretarial Audit report is annexed herewith as "Annexure I" to the Boards report in this Annual report.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report.

INVESTOR COMPLAINTS AND COMPLIANCE

There were no complaints received during the year.

LISTING OF SHARES

The equity shares of your Company are listed on the SME Platform of BSE Limited, 25^th Floor, P.J. Towers, Dalal Street, Mumbai 400001 and listing fees for the year 2022-23 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.

Date: 30th May, 2023	For and on behalf of the Board of Director
Place: Paschim Medinipur	Sd/-
Registered office:	ASHA LADIA
Village - Chekuasole, P.O. - Jogerdanga, P.S.- Goaltore,	(CHAIRPERSON)
Dist Paschim Medinipur, PIN 721121, West Bengal