Dear Members,
Your Directors have pleasure in presenting Company's 41 Annual Report and Audited
Financial Statements for the financial year ended March 31st, 2023.
1. FINANCIAL RESULTS
(Rs. in Lakhs)
| Other Income |
87.53 |
| Profit before Interest and Depreciation |
39.91 |
| Less : Interest |
5.70 |
| Depreciation |
2.94 |
Tax Expense (including Deferred Tax) |
11.79 |
| Profit after tax |
19.48 |
| Other Comprehensive Income/(Loss) |
- |
| Total Comprehensive Income/(Loss) |
19.48 |
2. HIGHLIGHTS OF PERFORMANCE
During the year, the Company's working resulted in profit before interest and
depreciation of Rs. 39.91 Lacs. After adjustment of Interest, depreciation and tax, the
year resulted in profit of Rs. 19.48 lakhs as compared to the profit of Rs. 29.71 lakhs in
the previous year. The Company's assessment under Income Tax Act, 1961 is completed upto
A.Y. 2022-23 and there was no outstanding demand.
Indian Accounting Standards (Ind-AS) IFRS Converged Standards.
The Company has adopted Indian Accounting Standards (Ind-AS) with effect from 1st
April, 2017 pursuant to Ministry of Corporate Affairs' notification of the Companies
(Indian Accounting Standard) Rules, 2015 and the Annual Accounts of 2022-23, has been
drawn in terms of provisions of the Ind-AS.
Future Outlook:
The present lease agreements of Godowns of the Company given on rent are upto
14.11.2023 but the management expects possibilities of its further renewal.
3. TRANSFER TO RESERVES
The Company has retained the amount of Rs. 19.48 lakhs in the Profit and Loss Account
and no amount has been transferred to General Reserve.
4. DIVIDEND
During the year, the Board of Directors do not recommend any dividend on Equity shares.
5. SHARE CAPITAL
The Company's Authorized Capital remains unchanged at Rs. 200 Lakhs. The Paid up Equity
Share Capital of the Company as on the date of Balance Sheet stands unchanged at Rs.
85,01,000/- (comprising of 8,50,100 Equity shares of Rs. 10/- each).
6. FIXED DEPOSITS
Your Company has not invited any deposits during the financial year under review.
7. SUBSIDIARIES
Your Company does not have any subsidiary within the meaning of the Companies Act,
2013. During the financial year ended 31 March 2023, no entity became or ceased to be the
subsidiary, joint venture or associate of the Company.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Rules made thereunder, Mr. Dinesh Khandelwal (DIN: 00161831), Whole-time Director
(Finance) & CFO retires by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment to the Board.
The tenure of Mr. VIshwa Nath Khandelwal( DIN: 00161893) designated as Whole-time
Director (Works), who was appointed for five (5) years w.e.f 1 April, 2019 will expire on
31 March 2024. The Board on the recommendation of Nomination and Remuneration Committee
has recommended for his reappointment as Whole-time Director (Works) for five (5) years
period from 01.04.2024 on the remuneration detailed in the notice of AGM, subject to
approval by members in the general meeting. Your Directors recommend the resolution for
re-appointment of Mr. Vishwa Nath Khandelwal for your approval.
Pursuant to the Companies (Appointment and Qualification of Directors) Fifth Amendment
Rules, 2019, all Independent Directors have registered their name in the data bank of
Independent Directors.
All Independent Directors have given declarations of compliance of Rule 6(1) & (2)
of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended along
with the declaration that they meet the criteria of independence as laid down under
Section 149 (6) of the Companies Act, 2013.
b. During the month of November 2022, the company got the information regarding the sad
demise of Mr. Anil Kamthan , Independent Director of the Company.
Pursuant to this casual vacancy, Mr. Anil Kamthan ceased to be the Independent Director
of the Company w.e.f. 12.11.2022. The Board places on record its appreciation for the
efforts and contribution received from Mr. Anil Kamthan during his tenure as the
Independent Director of the Company and grieves about this loss. The Board also expresses
their deep condolences to his family. His demise didn't affect the Composition of the
Board and Committees of the Company and it remains in accordance with the applicable
regulations.
c. Mr. Mohit Srivastava resigned from the position of Company Secretary and Compliance
Officer of the Company w.e.f 12.08.2022. The Board places on record its appreciation for
the efforts and contribution received from Mr. Mohit Srivastava during his tenure as the
Company Secretary and Compliance Officer of the Company.
d. Ms. Satyansha Dubey was appointed as the Company Secretary and Compliance Officer of
the Company w.e.f 13.08.2022. The aforesaid appointment was made pursuant to a detailed
evaluation by the Nomination and Remuneration Committee members and their unanimous
recommendation to the Board.
e. Mr. Dinesh Khandelwal (DIN: 00161831), Whole-time Director (Finance) & CFO; Mr.
Vishwa Nath Khandelwal (DIN: 00161893), Whole-time Director (Works) and Ms. Satyansha
Dubey, Company Secretary and Compliance Officer are the Key Managerial Personnel of the
Company. Ms. Satyansha Dubey holds the position of Company Secretary and Compliance
Officer w.e.f 13.08.2022 subsequent to the resignation of Mr. Mohit Srivastava from the
same post.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013; the Nomination and Remuneration
Committee formulated the criteria for evaluation of the performance of the Board of
Directors, its various Committees constituted as per the provisions of the Companies Act,
2013 and individual directors. Based on that, the Board of Directors carried out an annual
evaluation of its own performance and of its various Committees viz. Audit Committee,
Nomination and Remuneration Committee, Stakeholder Relationship Committee and Committee of
Directors and expressed their satisfaction with its performance and performance of its
Committees. The Board of Directors also evaluated the performance of individual Director
on the basis of self-appraisal and expressed their satisfactory performance. The Board of
Directors also carried out an annual performance evaluation of its Independent Directors
and expressed their satisfaction with their functioning / performance.
In terms of Schedule IV to the Companies Act, 2013, the Independent Directors also
convened a separate meeting for this purpose and evaluated the performance of Chairman and
Non- Independent Directors.
10. REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination and Remuneration
Committee has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. The Policy
covers the criteria for selection and appointment of Board Members and senior management
and their remuneration. The Company's Remuneration Policy is based on the principles of
(i) Pay for Responsibility and Duties, (ii) Pay for Potential and (iii) Pay for growth of
the Company.
The Nomination and Remuneration Committee is vested with powers to determine yearly
increments/salary increase of Executive Directors/ KMPs and one level below based on their
performance and contribution towards profitability and sustainability of Company. Non
Executive Directors are paid only sitting fee which is decided by Nomination &
Remuneration Committee.
11. RISK MANAGEMENT POLICY
The Company's business at present is limited to leasing out the godowns which have
limited risk. As leasing to a renowned corporate entity has little risk.
12. INTERNAL CONTROL SYSTEM
The Company has an adequate system of internal control relating to purchase/repairs
& maintenance items commensurate with the size of the Company and nature of its
business. The Company has also Internal Control System for speedy compilation of Accounts
and Management Information Reports and to comply with applicable laws and regulations. The
Company has a well defined organizational structure, authority levels and internal rules
and regulations for conducting business transactions suitable to the size of the business.
The Company has already formed an Audit Committee which met four times in a year. Audit
Committee also ensures proper compliance with the provisions of The Companies Act, 2013
and also reviews the adequacy and effectiveness of the internal control environment and
monitors implementation of internal audit recommendations. Besides the above, Audit
Committee is actively engaged in overseeing financial disclosures and in reviewing your
Company's risk management policies.
13. INTERNAL FINANCE CONTROLS
In accordance with Section 134(5) (e) of the Companies Act, 2013, the Company has
Internal Financial Controls Policy by means of policies and procedures commensurate with
the size & nature of its operations and pertaining to financial reporting. In
accordance with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby
confirmed that the Internal Financial Controls are adequate with reference to the
financial statements.
14. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or grievances
detrimental to the interest of the Company. The Whistle Blower Policy/ Vigil Mechanism has
been posted on the website of the Company.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and in the ordinary course of business and the provisions of Section
188 of the Companies Act, 2013 are not attracted. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Thus, disclosure in Form AOC-2 was not required. Details
of transactions made are disclosed in financial statements. All related party transactions
are presented to the Audit Committee and the Board. Omnibus approval of Audit Committee
was obtained for the transactions which are foreseen and repetitive in nature.
16. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made
there under M/s. P.L. Tandon & Co., Kanpur, Chartered Accountants, (ICAI Registration
No 000186C) were appointed as the Statutory Auditors of the Company to hold office for
five consecutive years starting from the conclusion of the 40th Annual General Meeting
(AGM) held on September 24, 2022 until the conclusion of the 45th AGM of the Company to be
held in year 2027.
M/s. P.L. Tandon & Co. have confirmed their eligibility and qualification required
under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and
Rules issued thereunder (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force).
M/s. P.L. Tandon & Co., Kanpur, Chartered Accountants, (ICAI Registration No
000186C), have given their consent for the proposed appointment as Statutory Auditors of
the Company from the conclusion of the ensuing Annual General Meeting of the members of
the Company. They have further confirmed that the said appointment, if made, would be
within the prescribed limits under Section 141(3)(g) of the Companies act, 2013 and that
they are not disqualified for appointment.
There are no qualifications, reservations or adverse remarks or disclaimer made in the
Auditor's Report for the financial year ended 31 March, 2023 which requires any
clarification or explanation by the Board of Directors.
17. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of The Companies Act, 2013 and the Rules made
there under, M/s. Banthia & Co, Practicing Company Secretary (CP No. 1405), Kanpur,
were appointed to conduct the Secretarial Audit of the Company for the year ended 31
March, 2023.The Practicing Company Secretary has submitted his Report on the secretarial
audit which is annexed as Annexure I to this Directors' Report. The Secretarial
Audit Report does not contain any adverse observation or qualification requiring
explanation or comments from the Board under Section 134(3) (f) of the Companies Act,
2013. Further, he has been duly re-appointed to conduct the Secretarial audit of the
company for the Financial Year 2023-24.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
Pursuant to the provisions of Section 143 (12) of the Companies Act, 2013, no instance
of fraud has been reported by the auditors against the Company.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed with no material departure:
b) they have 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 income
of the Company for the same period;
c) they 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the Company that are adequate and
are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that these are adequate and are operating effectively.
20. MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments made by the Company affecting the
financial position of the Company between the end of financial year and date of the Report.
21. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or
Tribunal impacting the going concern status and Company's operations in future.
Although,Reassessment of VAT cases of the Company, Input credit partially allowed due to
manufacturing Exempt Goods (Deoiled Rice Bran) for the F.Y. 2016-17 & 2017-18 were
finalized as decided by department and tax liability of Rs. 24.24 Lacs has been assessed
and adjusted against VAT refund due. The Company has filed appeal under Judicial
authorities of the VAT Tax against these orders.
22. CHANGE IN THE NATURE OF BUSINESS
The Company had closed manufacturing operations in 2018. During the F.Y. 2021-22 all
the plant and machineries and stores and spare parts have been sold. It has leased out all
godowns at year end of the Company situated at Akrampur-Magarwara, Distt. Unnao.
23. STATUTORY DISCLOSURES:
i. CORPORATE GOVERNANCE
The Company is exempted from compliance of Corporate Governance provisions as per SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
ii. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the
Annual Return as on 31 March, 2023 is available on the website of the Company and can be
accessed at http://www.khandelwalextractions.com/announcements.html
iii. MEETINGS OF THE BOARD AND COMMITTEES HELD DURING THE
YEAR
a. The Board of Directors met four times during the year on 28.05.2022, 13.08.2022,
12.11.2022 and 11.02.2023. All the Directors were present in all the meetings.
b. The Audit Committee formed under Section 177 of Companies Act, 2013, consisting of
Mr. Ashok Gupta, Chairman; Mr. Atul Bagla and Mr. K.N.Khandelwal met four times during the
year on 28.05.2022, 13.08.2022, 12.11.2022 and 11.02.2023. All the members were present in
all the meetings.
c. During the year, Nomination and Remuneration Committee consisting of Mr. Ashok
Gupta, Chairman; Mr. Atul Bagla and Mr. K.N. Khandelwal met one time during the year on
13.08.2022. All the members of the said committee were present in the meeting.
d. The Stake Holders Relationship Committee consisting of Mr. Ashok Gupta, Chairman;
Mr. K.N. Khandelwal and Mr. Dinesh Khandelwal met once on 25.03.2023 to take note of
investor complaints/grievances. All the members of the said committee were present in the
meeting.
e. Independent Directors held a meeting on 25.03.2023 to assess /evaluate the
performance of Chairman and Non-Independent Directors and concluded their satisfaction on
their performances.
iv. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is not applicable to the Company.
v. DISCLOSURE UNDER SECTION 186: LOANS AND INVESTMENTS
Loans and investments were made for deployment of surplus funds which are within the
limits as prescribed u/s 186 of the Companies Act, 2013. Details are given in financial
statements annexed in the Annual Report for F.Y. 2022-23.
vi. CONSERVATION OF ENERGY
Not Applicable.
vii. TECHNOLOGY ABSORPTION
Not Applicable.
viii. IMPORTS / EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no import/export and no foreign exchange earnings and outgo incurred during
the year under review.
ix. REMUNERATION PAID TO EXECUTIVE DIRECTORS AND KEY
MANAGERIAL PERSONNAL
Details of remuneration paid to Directors, KMPs are given in Form No. MGT-9 (available
on the website of the Company). Further, details as required under Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with
section 197(12) of the Act, are same as per previous year. The Board appointed Ms.
Satyansha Dubey as Company Secretary and Compliance Officer w.e.f 13.08.2022 on the
recommendations of Nomination and Remuneration Committee. Her Remuneration was decided by
the Nomination and Remuneration Committee which shall be subject to yearly performance
evaluation and increment. Executive directors have been paid minimum remuneration as
approved by the Shareholders. Non-executive Directors have been paid only sitting fees.
There was no employee getting salary in excess of the limit as specified under Rule
5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
read with section 197(12) of the Act, throughout or part of the year under review.
x. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
No complaint has been received under the aforesaid Act during the year under reference.
24. ENVIRONMENT AND SAFETY
In the present business there is no generation of pollution of any sort. Security
personnel are duly employed for safety of godowns/assets.
25. LISTING OF EQUITY SHARES
The Equity shares continue to be listed with BSE Ltd. The Company has paid the Annual
Listing fee for the year 2022-23 to the said stock exchange.
26. DEMATERIALISATION OF SHARES/APPOINTMENT OF RTA
The Company has necessary arrangements with National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL) to enable the shareholders
to dematerialize their shareholding in the Company for which they may contact the
Depository Participant of the above Depository. The Company's ISIN No. is INE687W01010.
M/s Alankit Assignments Limited, New Delhi continues as its Registrar and Share
Transfer Agent (RTA) for providing services in respect of transfer and dematerialization
of securities of the Company with NSDL/CDSL.
27. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT
The present leasing agreements of Godowns of the Company on rent are upto November 2023
and management expects for extension/renewal of the agreement.
28. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARD
The Company has complied with the applicable Secretarial Standards, SS-1 on Meetings of
the Board of Directors and SS-2, SS-3 and SS-4 on General Meetings and Board Meeting
issued by the Institute of Company Secretaries of India.
29. ACKNOWLEDGMENT
Your Directors thank all the Stakeholders including employees for their continued
support to your Company.
|
FOR AND ON BEHALF OF THE BOARD |
|
K N KHANDELWAL |
| Place: Kanpur |
|
|
(CHAIRMAN) |
| Date: 12.08.2023 |
|
|
DIN : 00037250 |