To
The Members
Kotia Enterprises Limited
Your Directors have pleasure in presenting the 43rd Annual Report together
with Audited Financial Statement of your Company for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS (STANDALONE)
The Companys financial performance for the year under review along with previous
years figure are given hereunder:
( in ‘00)
Particulars |
For the year ended on 31st March 2023 |
For the year ended on 31st March 2022 |
Income from Operations |
- |
3,38,800 |
Other Income |
50,942.22 |
97,073.60 |
Total Income |
50,942.22 |
4,35,873.60 |
Total Expenditure |
75,344.65 |
3,65,498.68 |
Profit/(loss) before tax |
(24,402.43) |
70,374.92 |
Less: Provision for Taxation |
|
|
(i) Current Year |
- |
(17,959.16) |
(ii) Earlier Year Adjustment |
- |
- |
(iii) Deferred Tax |
154.83 |
16.30 |
Profit/(Loss) After Tax |
(24,247.60) |
54,432.06 |
REVIEW OF BUSINESSS OPERATIONS
Bleached Hardwood Kraft Pulp
The company is in the trading of Bleached Hardwood Kraft Pulp and performed excellent
in this sector. The positive response motivates the company management and the company is
looking for expansion of business operations in this segment in the upcoming financial
years.
Construction and Civil Works
The Company is operating in construction and civil works traditionally. The Company
always leads in providing construction and civil work solutions in the Indian market.
Moreover, the Company is hoping to achieve more growth in the upcoming financial years.
DIVIDEND AND RESERVES
Considering the current market scenario of the Company, your Directors do not recommend
any dividend and have not transferred any amount to Reserve for the financial year ended
31st March, 2023.
CHANGES IN NATURE OF BUSINESS IF ANY
The company carrying the same business as it is carrying out in the preceding financial
years.
CAPITAL STRUCTURE
During the year under review, there has been no change in the capital structure of the
company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year to which the financial statements relates
and the date of the approval of the Directors Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received from its Independent Directors the necessary declaration that
they meet the criteria of independence as provided in Section 149(6) of the Companies Act,
2013.
BOARD MEETINGS
During the financial year 2022-23, 8 meetings of the Board of Directors of the Company
were held on the following dates:
30th May 2022, 29th June 2022, 12th August 2022, 03rd
September 2022, 14th November 2022, 27th December 2022, 02nd
February, 2023 and 04th March, 2023.
The gap between two consecutive Board Meetings did not exceed 120 days.
Number of meetings attended by the Board of Directors:
S. No. |
Name of Director |
No. of Meetings Attended |
| 1 |
Manoj Kumar Bansal |
8 |
| 2 |
Paaven Bansal |
8 |
| 3 |
Anil Gupta |
4 |
| 4 |
Khushboo Agarwal |
4 |
| 5 |
Ankit Agarwal |
3 |
| 6 |
Achal Kapoor |
4 |
| 7 |
Shobha Rustagi |
4 |
| 8 |
Vikas Bansal |
3 |
COMMITTEE OF THE BOARD AND MEETINGS
The Board of Directors of the Company has constituted the following committees.
AUDIT COMMITTEE
The terms of reference of the Audit Committee is as specified in Section 177 of the
Companies Act, 2013. During the financial year 2022-2023, 5 meetings of the Audit
Committee were held on the following dates:
30th May, 2022, 12th August 2022, 03rd September 2022,
14th November 2022 and 02nd February, 2023.
The composition and number of meetings attended by the members of the Audit Committee
is as follows:
Name of Director |
Category |
Position |
No. of Meetings Attended |
Mr. Anil Gupta |
Independent Director (till September 03, 2022) |
Chairman |
4 |
Ms. Khushboo Agarwal |
Independent Director (till September 03, 2022) |
Member |
4 |
| Mr. Manoj Kumar Bansal |
Managing Director |
Member |
5 |
Mr. Achal Kapoor |
Independent Director (w.e.f September 03, 2022) |
Member |
2 |
Ms. Shobha Rustagi |
Independent Director (w.e.f September 03, 2022) |
Chairman |
2 |
NOMINATION AND REMUNERATION COMMITTEE
The terms of reference of the Nomination and Remuneration Committee is as specified in
Section 178 of the Companies Act, 2013. During the financial year 2022-2023, 1 meeting of
the Nomination and Remuneration Committee was held on 03.09.2022.
The composition and number of meetings attended by the members of the Nomination and
Remuneration Committee is as follows:
Name of Director |
Position |
Category |
No. of Meetings Attended |
| Ms. Khushboo Agarwal |
Independent Director |
Chairman |
1 |
| Mr. Anil Gupta |
Independent Director |
Member |
1 |
| Mr. Paaven Bansal |
Non- Executive Director |
Member |
1 |
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company has been formulated in accordance
with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.The Nomination and Remuneration Policy of the
Company has been formulated by the Nomination and Remuneration Committee and has been
approved by the Board of Directors of the Company. This policy specifies the criteria for
the payment of equitable remuneration to the Directors, Key Managerial Personnel (KMP),
Senior Management and other employees of the Company.
The Nomination and Remuneration Policy of the Company has been disclosed on the website
of Company and the weblink thereto is https://www.kotiaenterprises.com/policies.php
STAKEHOLDERS RELATIONSHIP COMMITTEE
The terms of reference of the Stakeholders Relationship Committee is as specified in
Section 178 of the Companies Act, 2013. During the financial year 2022-2023, 1 meetings of
the Stakeholders Relationship Committee were held on 05.09.2022.
The composition and number of meetings attended by the members of Stakeholders
Relationship Committee is as follows:
Name of Director |
Category |
Position |
No. of Meetings Attended |
| Mr. Achal Kapoor |
Non- Executive Director |
Chairman |
1 |
| Ms. Shobha Rustagi |
Independent Director |
Member |
1 |
Mr. Manoj Kumar Bansal |
Managing Director |
Member |
1 |
CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of
Schedule V shall not apply to the Company.
LISTING OF SHARES
The shares of the Company are listed in BSE and MSEI. Applicable listing fees have been
paid up to date. The shares of the Company have not been suspended from trading at any
time during the year by the concerned stock exchange.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
directors would like to state that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2022, the applicable accounting standards had been followed;
b) they had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit
and loss of the company for that period;
c) they had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The company has in place adequate internal financial controls with reference to the
financial statements. During the financial year ended March 31, 2022, such controls were
tested and no reportable material weakness was identified.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Companys internal control systems are well developed and are adequate to ensure
efficiency in operations, compliance with applicable statutes, policies as well as
procedures and reliability and integrity of financial and operational information. The
Company has constituted an Audit Committee for the guidance and proper control of the
affairs of the Company.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Companies.
DEPOSIT
During the Financial Year 2022-2023, your company has not invited or accepted any
deposits from the public and as such, no amount on account of principal or interest on
public was outstanding as on the date of the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the financial year ended March 31, 2023, the Company has neither given any loan
or guarantee nor provided any security or made any investment under Section 186 of the
Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year ended
March 31, 2023 were on an arms length basis and were in the ordinary course of business.
Further, there were no materially significant related party transactions made by the
Company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with the interest of the Company at large.
The details are given in Annexure "I" in Form AOC-2 forms part
of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria laid down in Section 135 of the Companies Act,
2013 and hence the said provisions are not applicable to the Company.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy
Company has limited scope for undertaking energy conservation exercises, but
nevertheless continues to emphasize work practices that result in conservation of energy.
At the offices of your Company, special emphasis is placed on installation of
energy-efficient lighting devices, use of natural light as best as possible, and adoption
of effective procedures for conservation of electricity, water, paper and other materials
that consume natural resources.
B. Technology Absorption
Company did not absorb any new Technology during the financial year.
C. Foreign Exchange and Outgo:
There was no foreign exchange inflow or Outflow during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the courts/regulators or tribunals
impacting the going concern status and companys operations in future.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3) and 92 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company as on 31st March, 2023 is uploaded on the website of the company
i.e. www.kotiaenterprises.com
The link for annual return as follows: http://www.kotiaenterprises.com/notice-for-shareholders.php
HUMAN RESOURCE
The Company treats its "Human Resource" as one of its most important assets
and has taken continuous efforts to set up and maintain an efficient work force.
AUDITORS
a) Statutory Auditor
M/s Ajay Rattan & Co., Chartered Accountants (FRN: 012063N) have been appointed as
Statutory Auditors of the Company for a consecutive term of five years from the conclusion
of 41st Annual General Meeting ("AGM") of the company held on 22nd
September, 2021 till the conclusion of the AGM of the Company to be held in the year 2026.
They have confirmed their eligibility for the FY 2022-2023 under section 141 of the
Companies Act, 2013 and the rules framed thereunder.
Further, the Auditors have given an unqualified opinion on the financial of the Company
for the financial year ended 31st March, 2023, therefore, response of the Board of
Directors is not required.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Mr. Vikram Grover and Company, Practicing Company Secretary (C.P. No. 12304) as
Secretarial Auditor for the financial year 2022-2023, to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer. The Secretarial Audit Report in the Form
MR-3 has been enclosed with this Report as "Annexure II".
c) Internal Auditor
The Company had appointed M/s ASPA & Co., Chartered Accountant as Internal Auditors
of the Company for the financial year 2022-23, to undertake the internal Audit of the
Company.
EXPLANATION IN RESPONSE TO AUDITORS QUALIFICATIONS
The Statutory Auditors have not made any qualification, reservation, adverse remark or
disclaimer in their Report.
FRAUDS REPORTED BY THE AUDITOR
The Statutory Auditors of the Company have not reported any instances of fraud to the
Board of Directors during the financial year ended March 31, 2022.
MAINTENANCE OF COST RECORDS
The company is not required to maintain Cost Records as specified by the Central
Government under Section 148(1)of the Companies Act, 2013.
ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company is conscious of the importance of Safety & Health of the employees have
always assumed the highest importance in your company. The management is committed to
ensure zero harm to its employees and to all persons within the Company premises. Safety
and occupational health responsibilities are integral to the Companys business processes,
as spelt out in the Companys Safety, Health and Environment Policies and Procedure.
THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED AND RESIGNED
DURING THE PERIOD
At the end of the financial year 2022-23, following below persons comes under the Board
of Directors of the Company:
S. No. |
Name |
Designation |
| 1 |
Manoj Kumar Bansal |
Managing Director and CFO |
| 2 |
Paaven Bansal |
Non- Executive Director |
| 3 |
Ankit Agarwal* |
Non- Executive Director |
| 4 |
Anil Gupta* |
Independent Director |
| 5 |
Khushboo Agarwal* |
Independent Director |
| 6 |
Achal Kapoor* |
Independent Director |
| 7 |
Shobha Rustagi* |
Independent Director |
| 8 |
Vikas Bansal* |
Non-Executive Director |
*During the financial year 2022-23, the Company has appointed Mr. Achal Kapoor and Ms.
Shobha Rustagi as Independent Director of Company with effect from 03rd
September, 2022. Ms. Khushboo Agarwal and Mr. Anil Gupta resigned on 03rd
September, 2022 and Mr. Ankit Agarwal resigned on 31st August, 2022. Later on,
further the Company appointed Mr. Vikas Bansal as Non Executive Director of the Company on
November 14, 2022.
There is no change in KMP made during the financial year ended 31st March,
2023
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulations 34 of the Listing regulations, Management Discussion &
Analysis Report as stipulated in Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this
Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards during the financial
year ended March 31, 2023.
DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work environment to its
employees. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any
complaint regarding sexual harassment during the financial year ended March 31, 2022.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company in accordance with the provisions of Section 177(9) of the Companies Act,
2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 has established a Vigil Mechanism
/ Whistle Blower Policy for directors and employees of the Company to report their genuine
concerns or grievances. The vigil mechanism provides for adequate safeguards against
victimization of directors, employees or any other person who avails the mechanism and
also provides for direct access to the Chairperson of the Audit Committee in appropriate
and exceptional cases. The Company hereby affirms that no personnel have been denied
access to the Chairman of the Audit Committee and that no complaints were received during
the financial year.
DISCLOSURE REQUIRMENT
The Company has complied with all the mandatory SEBI Listing Regulations. Secretarial
Audit Report is enclosed as Annexure "II", Management Discussion and
Analysis Report is enclosed as Annexure "III" and Auditors Report and
Balance Sheet is enclosed as Annexure "IV" to this report
EVALUATION BY THE BOARD
Pursuant to the provisions of the Section 134, 178 and Sch. IV of the Companies Act,
2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Board has made a formal annual evaluation of its own performance
and that of its individual directors and committees.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under 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 given below:
a) The ratio of the remuneration of each Director to the median remuneration of the
employees of the company for the financial year: Not Applicable, as no remuneration was
paid to any Director during the financial year under review.
b) The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Not
Applicable as the Company has not paid any remuneration to Directors during the financial
year under review. Further, there is no increase in the remuneration of CFO and Company
Secretary and Compliance officer of the Company during the year.
c) The percentage increase in the median remuneration of employees in the financial
year: Not Applicable
d) The number of permanent employees on the rolls of company: 5
e) Average percentiles increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Nil
f) the key parameters for any variable component of remuneration availed by the
directors: Nil
g) Affirmation that the remuneration is as per the remuneration policy of the company:
It is hereby affirmed that the remuneration paid during the year is as per the
Remuneration Policy of the Company.
ACKNOWLEDGEMENTS
Your directors wish to place on record their appreciation for the dedication,
commitment and contribution of all stakeholders and employees of your Company.
For and on behalf of the Board Kotia Enterprises Limited
|
Sd/- |
Sd/- |
Place: New Delhi |
Manoj Kumar Bansal |
Paaven Bansal |
Date: 28.08.2023 |
Managing Director |
Director |
|
DIN: 00272806 |
DIN: 08098647 |
+91-9892691696
