To the Members of Kore Foods Limited
The Directors of your Company present their 41st Annual Report together with
the Audited Financial Statements for the year ended 31st March, 2024.
Financial Highlight
Particulars |
2023-24 |
2022-23 |
Income from operations (Gross) |
0 |
0 |
Other income |
0 |
17 |
Profit/(Loss) before Depreciation and Tax |
3804 |
3984) |
Depreciation for the year |
0 |
0 |
Pro fit/(Loss) before Exceptional Items & Tax |
3804 |
3984 |
Exceptional Items |
0 |
0 |
Profit/(Loss) before Tax |
(3804) |
3984) |
Balance of Profit/(Loss) brought forward |
290799 |
2868161 |
Balance of Profit/(Loss) carried forward to Balance Sheet |
(294603) |
(290799) |
Earnings Per Share |
(0.33) |
[0341 |
Dividend
In view of the accumulated losses, the Directors do not recommend any dividend for the
financial year 2023-2024.
Current Business
The Company has discontinued its business operations and the accounts are prepared on a
non-going concern basis.
Management Discussion and Analysis Report
A detailed analysis of the Company's performance is discussed in the Management
Discussion and Analysis Report attached as - Annexure -1.
Business Responsibility and Sustainability Report:
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 top one
thousand listed entities based on market capitalization shall submit a Business
Responsibility and Sustainability Report, since company is not falling under top one
thousand listed entities such report is not applicable.
Corporate Governance
Report on Company's Corporate Governance is appended as Annexure II and Compliance
Certificate from auditors which forms part of this Annual Report.
The Company is in compliance with the requirements stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate
Governance.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and other
Committees.The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
Directors Responsibility Statement
In terms of Section 134 (5) of the Companies Act ,2013, the Board of Directors, to the
bestoftheir knowledge and ability confirm:
a
- That in the preparation of the Annual Accounts the applicable Accounting
Standards have been followed and there has been no material departure;
b. That the selected accounting policies were applied consistently and the Directors
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 as at March 31, 2024 and of the loss 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 Directors have prepared the annual accounts on a non-going concern basis;
e. That proper internal financial controls were in place and that the internal
financial controls were adequate and were operating effectively; and
f. That systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
Declaration by Independent Directors
All Independent Directors have given declarations under Section 149 (7) of the
Companies Act, 2013 that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All Independent Directors have also given the declaration
under Rule 6(1) and (2) of Companies (Appointmentand Qualification of Directors) Rules,
2014.
Directors
a
) Mr. John Escolastico Silveira was reappointed as Managing Director in the
Board Meeting held on 08.08.2022 and subsequently approved by the shareholders in the
Annual General Meeting held on 30.09.2022, for a further term of two years from 01st April
202 3 to 31 st March, 2025.
b) Mr. Kundapoor Damodar Bhat, was reappointed as a Director of the Company liable to
retire by rotation in the Annual General Meeting held on 22.08.2023.
c) Mr. Ganesh S. Shenoy was appointed as an Additional and Independent Director in the
Board Meeting held on 29 th May, 2023 and was regularized in the Annual General Meeting
held on 22.08.2023.He has been appointed for five years effective from 29.05.2023.
Mr. Ganesh S. Shenoy who is appointed as an Independent Director by the Board of
Directors, is a practicing Company Secretary having wide experience and knowledge of
Company Law Matters and who is also very sincere and efficient hence the Board is of the
opinion that his appointment as an Independent Director would be of great advantage to the
Company. Mr. Ganesh Shenoy has registered his name in the Independent Directors' Database
and will answer the self-assessment proficiency test.
Key Managerial Personnel
In terms of Section 203 of the Companies Act, 2013, following are the Key Managerial
Personnel (KMP) of the Company during the Financial Year 20232024:
Sr. Name of the No. KMP |
Designation |
1 *John Escolastico Silveira |
Managing Director |
2 Shalini Lobo |
Chief Financial Officer |
3 Puja Joshi |
Company Secretary -cum-Compliance Officer and Key Managerial Personnel |
*Note:
Re-appointed as a Managing Director for a period of two years with effect from
01.04.2023.
Details of remuneration drawn by the Key Managerial Personnel are mentioned in the
Extract of the Annual Return in Form MGT-7.
Extract of Annual Return as per Section 92 (3)
As provided under Section 92(3) of the Companies Act, 2013 extract of the Annual Return
in form MGT -7 is available on the Company's website at URL:http://www.korefoods.in/sites/default/files/docs/Extract-of-Annual-
Return-2024.pdf
Board and Committee Meetings
During the year under review, 4 Board Meetings, 4 Audit Committee Meetings were
convened and held. The details of the same are given in the Corporate Governance Report.
The intervening gap between two consecutive meetings was within the period prescribed
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The details of the composition of the Board and Committee Meetings and the number of
meetings held during the year including the attendance of Board and members of the
Committees are given in the Corporate Governance Report
All recommendations of the Audit Committee were accepted by the Board. Compliance of
Secretarial Standards
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
Internal Financial Control
The Company has an Internal Financial Control System, commensurate with the size, scale
and complexity of its operations. The Audit Committee of the Board periodically reviews
the internal control system with the Management, Internal Auditor and Statutory Auditors
and the adequacy of internal audit functions, significant internal audit findings and
follow up thereon.
Statutory Auditors
Company's Statutory Auditors M/s. V. C. Shah & Co. (Firm Registration No.l09818W)
were appointed as statutory auditors for 5 years at the 39th Annual General Meeting held
on 30th September, 2022 to hold office till the conclusion of Annual General Meeting to be
held in the year 2027.
Statutory Auditors' Observation
The report of the statutory auditors does not contain qualification or adverse remarks.
The emphasis of matter in the Auditor's Report has been explained in Note No. 26 to the
annual accounts in the Annual Report. In case of Note 12 no provision has been made for
interest
Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Ms. Girija
Nagvekar (CP No. 10335 /Membership No. 10358), a Practicing Company Secretary to undertake
the Secretarial Audit of the Company for the year under review.
The Secretarial Audit Report is annexed herewith to the Annual Report as Annexure III.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
Frauds reported by the Auditors
During the year under review no instances of fraud was reported by the Statutory
Auditors, Secretarial Auditor and Internal Auditor in the Company by its Officers or
employees to the Audit Committee under the Companies Act, 2013.
CostAuditor
The Company is not required to maintain cost records as per the Companies (Cost Records
and Audit) Rules,2014.
Corporate Social Responsibility (CSR)
The Company does not fulfill the criteria for undertaking CSR activity under Section
135, of the Companies Act, 2013 (hereinafter referred as 'the Act') and the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and hence the same is not applicable
to the Company during the year under review.
Related Party Transactions
During the year under review, the Company has entered into transactions with related
parties in the ordinary course of business and at arm's length. The particulars of related
party transactions entered during the year is provided in Form AOC-2 which is annexed to
this report as Annexure VI.
Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has in place an anti- sexual harassment policy in line with the requirement
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. This policy is gender neutral. During the year under
review, there were no complaints referred to ICC.
Vigil Mechanism/Whistle Blower Policy
The Company has a Vigil Mechanism/Whistle Blower Policy, the details of this are
explained in the Corporate Governance Report.
Risk Management
The Company business is exposed to many internal and external risks and it has
consequently put in place a robust risk management framework to identify and evaluate
business risks and opportunities. The risk management process consists of risk
identification, risk assessment and risk mitigation.
The Board periodically reviews the risk management plan for the Company including
identification of elements of risks if any, which in the opinion of the Board may affect
the operations of the Company.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The details of Remuneration Policy are stated in the Corporate Governance
report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies
(Accounts) Rules, 2014 is forming part of the Directors' Report for the year ended 31st
March, 2024.
Conservation of Energy
Since the Company is not involved in any type of business activity the Energy
conservation provision is not applicable to the company.
Technology Absorption
(i) The efforts made towards technology absorption - Not Applicable
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution - Not Applicable
(hi) Expenditure incurred on Research & Development- Nil (iv) Imported technology
during last 3 years - None Foreign Exchange Earnings and Outgo: Nil Public Deposits
During the financial year 2023-24, your Company had not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies
(Acceptance and Deposits) Rules, 2014.
Particulars of Loans/Advances/Guarantees/Investments during the financial year
The Company has not given any loans/advances/guarantees and made investments during the
year under review and hence provisions of Section 186 of the Compa nies Act, 2013 are not
applicable.
Employee Remuneration
The ratio of remuneration of each Director to the median employees remuneration and
other details in terms of 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
forming part of this Report as Annexure IV.
Particulars of the employees as required under Section 197 (12) of the Companies Act,
2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable as the Company did not have any employee drawing
remuneration in excess of the sums prescribed during the year under review.
Significant and Material Orders passed by the Regulators or Courts
During the year of review there were no significant and material orders being passed by
the regulatory or Court or Tribunal which can impact the going concern status of the
Company.
Material changes and commitment, if any, affecting financial position of the Company
There was no occurrence of Material changes and commitment affecting the financial
position of the Company during the year under review. The Company has no business and
operating income.
Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016
During the year under review, neither any application was made nor is any
proceedingpending under Insolvency and Bankruptcy Code, 2016.
Transfer to Investor Education and Protection Fund
During the year under review no amounts were required to be transferred to Investor
Education and Protection Fund by the Company.
Employee Stock Option Scheme
The Company has no Employee Stock Option Scheme.
Awards & Recognition
The Company has not received any awards and recognitions during the year under review.
Acknowledgement
Your Directors place on record their appreciation for the continuing support and
cooperation from all the stakeholders. The Directors also take this opportunity to thank
the employees for their dedicated service throughout the year.
|
For and on behalf of the Board of Directors |
|
Sayed Abbas |
|
(Chairman) |
Place: Tivim, Goa |
DIN:08057330 |
Date :28th May, 2024 |
|