To,
The Members of Kobo Biotech Limited,
Your Directors are pleased to present their 30th Annual Report on your
Companys operations along with the Audited financial statements for the financial year
ended on 31st March, 2023.
SUMMARY OF STANDALONE FINANCIAL RESULTS
(Rs. in Lakhs)
| Particulars |
Year Ended |
Year Ended |
|
31.03.2023 |
31.03.2022 |
| TOTAL INCOME |
1.52 |
1.66 |
| EBITDA/ (EBITDA) |
(148.13) |
(1,048.5) |
| Profit/ (Loss) before Tax |
(555.34) |
(1,522.59) |
| Profit/ (Loss) after Tax |
(555.34) |
(1,522.59) |
| Earnings/ (loss) Per Share (EPS) (in Rs.) |
(2.33) |
(6.39) |
OPERATIONS REVIEW
The management could not resume the operational activities at the
Solapur Plant owing to the regulatory and financial issues. The interest cost for the year
under review is not being provided for, as majority of the loans have been assigned to JM
Financial Asset Reconstruction Company Ltd.
The Company continues to operate only in one segment i.e.
pharmaceuticals and there is no change in the nature of business of the Company.
DIVIDEND
In view of the losses incurred during the year under review, your
Directors do not recommend any Dividend on the Equity Shares.
TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserves.
CAPITAL STRUCTURE
During the year, the Authorised Share Capital of the Company was Rs.
40,00,00,000/ (Rupees Forty Crore only) divided into 4,00,00,000 (Four Crore Only) Equity
Shares of Rs. 10/- each.
The Companys issued, subscribed and paid-up share capital during the
year stood at Rs. 23,82,50,000/- (Rupees Twenty Three Crore Eighty Two Lakhs Fifty
Thousand Only) divided into 2,38,25,000 (Two Crore Thirty Eight Lakhs Twenty Five Thousand
Only) Equity Shares of Rs. 10/- each.
ANNUALRETURN
As required under Section 134(3)(a) and Section 92(3) of the Act, the
Annual Return for the financial year 20222023 is available on the Companys Website
https://kobobiotech.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, of the state of affairs of your company is provided in a separate section of this
Annual Report and form a part of the Boards Report.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, joint venture and associate
Company.
DIRECTORS
Board of Directors as of 31.03.2023
| Mr. Ajit Kamath |
Non-Executive Chairman |
| Mr. Rajendra Kaimal |
Non-Executive Director |
| Dr. Sunil Pitroda |
Non-Executive Independent Director |
| Mr. Abhishek Buddhadev |
Non-Executive Independent Director |
| Ms. Urja Shah |
Non-Executive Independent Director & Women Director |
In accordance with the provisions of section 152(6) of the Companies
Act, 2013 ("the Act") and Articles of Association of the Company, Mr. Rajendra
Kaimal (DIN: 00032839), is liable to retire by rotation at the ensuing Annual General
Meeting (AGM) and offers himself for re-appointment. The Board recommends his
reappointment.
Reappointment of Independent Director
Ms. Urja Vijaykumar Shah (DIN: 06672899), was appointed as the
Independent Director at the 26th Annual General Meeting to hold the office for a term of
five consecutive years with effect from from 27th December, 2018 to 26th December, 2023.
Based on the recommendation of the Nomination and Remuneration Committee, the Board
approved the reappointment of Ms. Urja Vijaykumar Shah as an Non-Executive Independent
Director for the second term of 5 consecutive years with effect from 27th December, 2023
to 26th December, 2028, not liable to retire by rotation, subject to the approval of the
shareholders/Members of the Company.
The Company has received a declaration from Ms. Urja Vijaykumar Shah
under Section 149 of the Act and Regulation 16 of the Listing Regulations, that she meets
the requisite criteria of independence.
The resolutions seeking approval of shareholders for the re-appointment
of Ms. Urja Vijaykumar Shah is mentioned in the Notice of the forthcoming Annual General
Meeting along with her brief profile.
Brief profile of the abovementioned Directors is included in a separate
"Annexure B".
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company under Section 149 (7) of the Act and Regulation 25(8) of the
Listing Regulations confirming that they continue to meet the criteria of independence, as
prescribed under Section 149 (6) of the Act and Regulation 16(1)(b) of the Listing
Regulation. The Independent Directors have also confirmed that they have complied with the
Companys Code of Conduct of the Board of Directors and Senior Management Personnel.
AUDITORS
a. Board meetings
The Board met 5 times during the financial year, the details of which
are given in the Corporate Governance Report that forms part of this Annual Report. The
intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013.
b. Evaluation of Board, Committees and Directors
Pursuant to the provisions of Section 134(3), Section 149(8) and
Schedule IV of the Act read with the Listing Regulations, Annual Performance Evaluation of
the Board, the Directors as well as Committees of the Board have been carried out. The
performance evaluation of all the Directors and the Board as a whole was conducted based
on the criteria and framework adopted by the Board which in detail have been provided in
the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out
by the entire Board and the performance evaluation of the Chairman and Non- Independent
Directors was carried out by the Independent Directors in their separate meeting.
c. Policy on appointment and remuneration of Directors
The Company has formulated criteria for determining Qualifications,
Abilities, Experience and Independence of a Director as also a Policy for remuneration of
Directors, Key managerial Personnel and senior management.
FAMILIARIZATION PROGRAMMES
The Companys policy on programmes and measures to familiarize
Independent Directors about the Company, its business, updates and development includes
various measures viz. issue of appointment letters containing terms, duties etc.
a. Statutory Auditors
M/s. A N Shah & Associates, Chartered Accountants were appointed as
statutory auditors of the Company from the conclusion of the 29th annual general meeting
(AGM) of the Company held on 30th day of September, 2022, till the conclusion of the AGM
to be held in the year 2027.
d. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Mehul Pitroda of M. S. Pitroda & Co., Practicing Company Secretary to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as "Annexure C" comments of the Secretarial Auditor in their report are
self-explanatory.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has a proper and adequate Internal Financial Control
System, to ensure that all assets are safeguarded and protected against loss from
unauthorized use or disposition and the transactions are authorized, recorded and reported
correctly.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a whistle blower policy with a view to
provide a vigil mechanism for the directors and employees of the company to report
instances of unethical behavior, fraud or mismanagement.
RISK MANAGEMENT POLICY
In accordance with Section 134(3) (n) of the Act, the Company has
framed a Risk Management Policy to identify and assess the key risk areas. Your Board has
identified any element of risk which may threaten the existence of the Company.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arms length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company, which
may have a potential conflict with the interest of the Company at large, and thus
disclosure in Form AOC-2 is not required.
None of the Non-Executive Independent Directors has any pecuniary
relationship or transactions with the Company other than sitting fees payable (if any) to
them.
DIVIDEND DISTRIBUTION POLICY
Dividend Distribution Policy is currently not applicable to the Company
in accordance with Regulation 43A of the Listing Regulations.
PROHIBITION OF INSIDER TRADING
In compliance with SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has adopted a ‘Code of Conduct for Regulating, Monitoring and
Reporting of Trading by Insiders and ‘Code of Fair Disclosure of Unpublished Price
Sensitive Information to ensure prohibition of insider trading in the organisation. The
said codes are available on Companys website at https://kobobiotech.com.
The ‘Trading Window is closed when the Compliance Officer
determines that a designated person or class of designated persons can reasonably be
expected to have possession of unpublished price sensitive information.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report is not applicable
to the Company.
LISTING FEES TO THE STOCK EXCHANGE
There has been a delay in the payment of annual listing fees for FY
23-24 to the BSE Limited (BSE) where the securities of the Company are listed.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India.
INFORMATION ON EMPLOYEES
Information on particulars of employees remuneration as per Section
197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is reported to be nil as there are no
employees who are in receipt of remuneration above the prescribed limit.
The ratio of remuneration of each director to the median employees
remuneration and other details in terms of Sub - Section 12 of Section 197 of the
Companies Act, 2013 read with Rule 5 (1) of the Companies Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are not applicable as the Directors did not draw any
remuneration from the Company for the Financial Year 2022-23.
LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under applicable
provisions of section 186 of the Act are given in the notes to the financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of section 135 of the Act, read with CSR
Rules, the Company has formed a CSR committee. However due to the no operational activity
and losses incurred by the Company during the year under review and the previous financial
years, the Company did not undertake any CSR activity. No meetings at CSR Committee were
held during the year under review.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public and there are
no outstanding deposits from the public as on 31st March, 2023.
DIRECTORS? RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(C) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the
year ended 31st March, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in the Financial
Statements have been selected and applied consistently and judgment 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 31st March, 2023 and of the profit 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 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 annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to Conservation of energy, technology
absorption, foreign exchange earnings and outgo, pursuant to Section 134 of the Act, read
with the Companies (Accounts) Rules, 2014 is given as "Annexure A" and forms
part of this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AND DETAILS OF
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE:
There are few ongoing legal matters/ litigations, which have been filed
against the company and its Directors during last few years. The Company, through their
Counsels/lawyers have represented for defending its position.
No application has been made by the Company and there are no
proceedings pending against the Company, under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the Financial Year 2022-23 There were no transactions requiring
disclosure or reporting in respect of matters relating to one-time settlement with any
bank or financial institution.
OTHER INFORMATION / DISCLOSURES
The Company has in place a policy against sexual harassment at work
place in line with the requirements of the concern statute. There was no complaint
received during the year, nor there are any pending complaints which need to be redressed.
A Certificate has been obtained from Mr. Mehul Pitroda of M. S. Pitroda
& Co., Practising Company Secretary, that none of the Directors on the Board of the
Company has been debarred or disqualified from being appointed or continuing as Directors
of Companies by the Securities Exchange Board of India / Ministry of Corporate Affairs or
any such Statutory Authority.
CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of
corporate governance and adherence to the corporate governance requirements set out by the
Securities and Exchange Board of India (SEBI) and the Companies Act, 2013.
The Company strives to achieve fairness for all stakeholders and to
enhance long-term value to Shareholders.
In compliance with Regulation 34, read with Schedule V (C) of the
Listing Regulations, a report on Corporate Governance and the certificate as required
under Schedule V (E) of the Listing Regulations, from the Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance is appended to this
report.
GRATITUDE & ACKNOWLEDGMENTS
Your directors wish to place on record their sincere thanks and
appreciation to all the banks/ financial institutions, regulatory authorities, Govt.
institutions and the employees for their co-operation and support at all times.
|
For and on behalf of the Board of Directors KOBO BIOTECH
LIMITED |
| Mumbai 30th May, 2023 |
Sd/- Ajit Kamath Chairman & Non-Executive Director
DIN:00032799 |
+91-9892691696
