The following report should be read in conjunction with the audited financial statements and notes for the year ended March 31,2024 and the audited financial statements and notes for the year ended March 31,2023 This report contains forward looking statements, which may be identified by their use of words like 'plans', ’expects'. V/ill'. 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about Ihe Company's strategy for growth, market position, expenditures, and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.
Company-In General
Synonymous with the fine taste of India in its absolute authentic form, the sole objective of Kohinoor Foods Limited, since its inception, has been to make the world expenence the true Indian flavor. The Company offers an extensive range that caters to consumers' need in all parts of the world - a wide variety of Basmati Rice, Ready to Eat Cumes & Meals, Readymade Gravies. Cooking Pastes. Chutney's. Spices and Seasonings to Frozen Breads. Snacks & Paneer (Indian Cottage Cheese), healthy grains, edible oils. Today, the most powerful brand of the Company ‘Kohinoor" is a household name in the countries like USA. UAE. Canada, Australia, Middle East, Singapore. Japan. Mauritius & other European countries. As of now, the brand 'Kohinoor1 is known worldwide.
Your Directors have pleasure in presenting the 35th Annual Report and the Audited Annual Accounts of the Company for the Financial Year ended 31st March. 2024.
Financial Overview
The financial highlights for the year ending 31st March, 2024 are as under.
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Particulars
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FY'24
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FY'23
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Total Turnover
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957.33
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842.51
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Profit/(Loss) Before Interest, Depreciation and Tax (PBIDT)
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153.72
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131.24
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Profit/(Loss) Before Tax Less: Tax Expense
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(89.43) -44 15
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(48.43) -7 26
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Profit/(Loss) After Tax
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(45.29)
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(41.17)
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Total Comprehensive income for the year
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The Board’s Report has been prepared based on the stand alone financial statements of the Company
Operations
Dunng the Year, your company focused on the restructuring of the company operations due to various constraint faced due to financial crisis, various measures have been taken for reduction of the cost of operation. Despite of the factors faced by the company during the year your company remain committed to providing world class quality product to its consumer, focused in improving operational efficiencies across its functions and enhancing its reach to the global consumers.
For the financial year under review 2023-24, the contribution made by Rice to the Company's business is INR 106.52 million as against INR 188.55 million in previous year while as the Food Business stood at INR 83672 million as against INR 575.18 million in the last financial year.
The year saw an increase of 145.47% in food business in sales in value terms in comparison to last year sales Sales market was down due to instability in country such as the financial constraint faced by the Company.
Impact of Covid-19 Pandemic
Details of the impact of Covid-19. have been provided in the notes to financial statements forming part of this report.
Subsidiaries / Joint Venture
USA Operations
Kohinoor Foods USA Inc. was incorporated in year 2000 in the state of New Jersey, USA, as a wholly owned subsidiary of Kohinoor Foods Limited (KFL), India, to cater to the markets of US & Canada. The brand 'Kohinoor1 is well known in USA for its quality rice and food items.
However during the current year this company did not carry any business as their is no export sales for KFL India to US & Cananda. at present the office is closed due to no business.
Food Business
During the year 2023-24, in processed & packaged food products the company did the business of around INR 836.72 million as against INR 575.18 million in the previous year. The food factory has continued its operation effectively inspite of the liquidity problem which improved our production & revenues from food business.
Australia, USA, Canada are major markets for our range of processed & packaged food products
Overview • Ready to Eat Industry Food Business
The Global Ready-to-Eat Meals Market is segmented by Product Type (Instant Breakfast/Cereals. Instant Soups and Snacks, Ready Meals, Baked Goods, Meat Products, and Other Product Types); Distribution Channel (Hypermarkets/Supermarkets, Convenience Stores, Online Retail Stores, and Other Distribution Channels), and Geography (North America. Europe Asia-Pacific, South America, and Middle-East and Africa).
Ready to Eat Food Market Analysis
The Ready-to-Eat Food Market size is estimated at USD 402.90 billion in 2024, and is expected to reach USD 512.74 billion by 2029. growing at a CAGR of 4.94% during the forecast period (2024-2029).
The Ready-to-Eat (RTE) food industry has been evolving rapidly, driven by changing consumer preferences, advancements in technology, and various economic factors. Here's a broad outlook on the industry;
1. Market Growth
Demand Increase: The global RTE food market has been expanding due to a growing preference for convenience, busy lifestyles, and a rise in disposable incomes. Consumers increasingly seek out quick, easy meal options without sacrificing quality or taste.
Segment Growth: Key segments within RTE foods include frozen meals, canned goods, snack foods, and fresh prepared meals. Each of these segments has seen growth, with fresh prepared meals showing significant expansion due to a focus on healthier and more premium options.
2. Consumer Trends
Health Consciousness: There is a growing demand for healthier RTE options. Consumers are looking for meals that are not only convenient but also nutritious, with a focus on low-fat. low-sodium, and high-pro tein options.
Sustainability: Environmental concerns are influencing consumer choices. Brands that emphasize sustainable sourcing, eco-friendly packaging, and reduced food waste are gaining favor Customization and Variety: Consumers are increasingly interested in diverse cuisines and customizable options. This trend has led to a rise
in offenngs that cater to different dietary needs and preferences, such as gluten-free, vegan, and organic options.
3. Technological Advancements
Food Technology: Innovations in food technology are enhancing the quality and safety of RTE foods. Techniques such as high-pressure processing (HPP) and advances in packaging are improving shelf life and taste
Automation and Al: Automation in production and Al-dnven supply chain management are making the industry more efficient. These technologies help in optimizing production processes and reducing costs.
4. Economic Factors
Inflation and Cost Pressures: Rising costs of raw materials and supply chain disruptions have impacted pricing. Companies are navigating these challenges through cost management strategies and adjustments in pricing.
Economic Uncertainty: Economic fluctuations can affect consumer spending habits. During economic downturns, there might be a shift towards more budget-friendly RTE options
5. Competitive Landscape
Market Players: The market is competitive with a mix of established players and new entrants. Major food companies are investing in R&D and acquiring smaller companies to diversify their offerings.
Private Labels: Retailers are increasingly developing their private label RTE products, which often provide a cost-effective alternative to branded items.
6. Regional Insights
North America and Europe: These regions have well-established markets with a high demand for premium and health-oriented RTE options. Innovation and premiumization are key trends.
Asia-Pacific: Rapid urbanization and a growing middle class are driving demand for RTE foods in this region. There is a notable interest in both international cuisines and locally adapted products.
7. Regulatory Environment
Food Safety Regulations: Stringent food safety regulations and standards are crucial in ensuring the safety and quality of RTE products. Companies must stay updated with regulatory changes to ensure compliance.
8. Future Outlook
Innovation Focus: The future of the RTE food industry will likely see continued emphasis on innovation, particularly in areas of health, convenience, and sustainability.
Personalization: There will be an increased focus on personalized nutrition and tailored meal solutions as technology and data analytics advance
In summary, the Ready-to-Eat food industry is on a positive growth trajectory with significant opportunities driven by consumer demand for convenience, health, and sustainability. Companies that innovate and adapt to these trends are well-positioned for success in this dynamic market.
Ready to Eat Food Market Trends
This section covers the major market trends shaping the Ready-to-Eat Food Market according to our research experts;
Surge in Demand for Convenient and Healthy Instant Food
Globally, the demand for convenient and instant food, particularly instant pasta, rice, snacks, meat products, and others, is growing at a faster pace due to changes in social and economic patterns, as well as increased expenditure on food and beverage, awareness about healthy foods, changes in meal patterns and existing food habits, growing ex-pat settlement population around the world and the desire to taste new products.
The United States is one of the world's largest markets for ready-to-eat food, with countnes like Germany and the United Kingdom following suit, and the emerging markets of Asia-Pacific, the Middle East, and Latin America are too projected to see future growth for the same.
Instant or easy-to-prepare snacking and ready meals are becoming extremely popular, especially among working-class people, teenage children, people living in hostels, and bachelors due to their hectic lifestyles. Moreover, the on-the-go concept is closely associated with easy consumption and handling of products, which ready-to-eat food can offer. Thus, the demand for ready-to-eat food is increasing due to the linked convenience of consumption and aided by disposable packaging simultaneously.
Asia-Pacific Dominates the Market
Asia-Pacific dominates the ready-to-eat food market The rising demand for frozen and ready meals, such as frozen meat products, and frozen snacks like pizza, frozen cereals, soups, etc., drive the market The introduction of more exotic products, the influx of private labels, and product premiumization are some factors supporting market demand The consumers' perception of ready meals is persistently improving, where convenience and high-speed cooking time is ideal for consumers.
Oountries such as China and India are likely to lead the demand in the region due to strong growth and high potential in these countnes. Chilled ready meals and frozen ready meals are also one of the most consumed categories of ready-to-eat food in these countries. Evolving consumer food preferences such as gluten-free, vegan, and sustainable packaging add value to the market.
Ready to Eat Food Industry Overview
The global ready-to-eat food market is highly competitive, with the presence of key players operating in the market. High industrial profitability has led manufacturers to develop powerful competitive strategies, intensifying competition among the existing market players. Major market players are undertaking product innovation, product launches, mergers and acquisitions, geographic expansion, etc., as part of key strategies to remain competitive in the market.
Oompanies are also positioning their products on different factors, including product offerings, quality, taste, flavors, price, functionality, size, packaging, and marketing activities, to gam a competitive advantage in the market.
Global Ready-to-Eat (RTE) Food Market: Regional Insights North America
The North Amencan RTE food market is robust, driven by busy lifestyles and high demand for convenience. The U.S. and Canada see strong consumption of frozen meals, snacks, and ready-to-eat dishes. There is growing interest in healthier options, such as low-calorie and organic RTE foods. The market is competitive with many established brands, and innovation is key.
Europe
In Europe, the RTE food market is diverse with varying consumer preferences. Western Europe shows high demand for premium and health-conscious RTE options, while Eastern Europe is experiencing growing interest as urbanization increases Sustainability is a major trend, with consumers favoring eco-friendly packaging and products.
Asia-Pacific
Asia-Pacific is one of the fastest-growing RTE food markets. Rapid urbanization in countries like China and India is driving demand for convenient and varied meal options. Local and international flavors are popular, and there is increasing interest in health-oriented RTE foods. Challenges include developing infrastructure and educating consumers about RTE benefits
Latin America
The RTE food market in Latin America is expanding, particularly in urban areas like Sao Paulo and Mexico City. Demand is growing for both local and international RTE products, influenced by busy lifestyles. Economic fluctuations and varying infrastructure levels can impact market dynamics.
Middle East and Africa
The Middle East and Afnca are seeing growing RTE food markets,
particularly in urban centers. Increased demand for convenience and diverse meal options is evident. However, challenges include infrastructure limitations and economic disparities lhat affect distribution and market growth.
Overall, while the global frozen food market is experiencing robust growth, each region presents unique charactenstics and challenges that companies must navigate to succeed. The common dnvers include convenience and evolving consumer preferences, but regional differences in taste, infrastructure, and economic conditions shape the market dynamics.
The Indian frozen foods market
Ttie Indian frozen foods market size reached INR 167.3 billion in 2023. Looking forward, expects the market to reach INR 561.6 billion by 2032. exhibiting a growth rate (CAGR) of 14% dunng 2024-2032. Rapid urbanization, rising disposable incomes of individuals, changing lifestyle and dietary habits, advancements in cold chain infrastructure, increased awareness of global food trends, and improved product accessibility through online retail and supermarkets are among the key factors driving the market.
The frozen food market in India is vibrant and expanding, driven by changing consumer habits and increasing demand for convenience and variety. While there are challenges to address, particularly in terms of supply chain and consumer education, the market's growth potential remains strong with numerous opportunities for innovation and expansion.
BasmatiRice
The Indian Basmati Rice is presently at the cross roads with domestic demand remaining lot to consistent almost at par with the last year & with one of the all-time high crop size last harvest, there is now large volumes of unsold carry forward stocks available. Due to these reasons, the market is in bit of rough weather for the last couple of months, the prices in most of the variants of basmati have fallen by whopping 15 to 25%. On the export front too it has its adverse effects, for the 1 st time in several years, the export of basmati nee has fallen by 10% ♦, from 4.56 million tons during 2022-23 to 4.10 million tons in 2023-24 fiscal ending 31 st March. 24.
Risks & Concerns
The Company has received Notices from the Banks under section 13(2) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, in the month of July. 2018 to May, 2019 and in the month of February 2020 to September 2020. The Company has replied to the notices received from the Bank within 60 days from the date of notices. The Company has also received Notices from the Banks under section 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security InterestAct. 2002. The Company has already approached Banks with suitable resolution plan for their consideration
which the consortium has sanctioned. The Banks has also served letter for failure of resolution plan submitted by the Company. An extension to the resolution plan was also granted by the Lenders
The Lead Bank have filed petition against Company before Hon’bie NCLT Bench Chandigarh, the company is contesting the matter and the petition is yet to be admitted.
The Company has filed an appeal before Hon'ble High Court Punjab & Haryana for stay. The Hon'ble High Court has granted Interim stay.
One of the member Consortium Bank have filed petition against Company before Hon'ble NCLT Bench Chandigarh, the company is contesting the matter and the petition is yet to be admitted
The Company has received an ex parte interim order from Debt Recovery Tribunal-Ill. Delhi dated 25/06/2020 restraining the company from transferring/ alienating or otherwise dealing with, or disposing off or encumbering or creating any third party interest with respect of the hypothecated assels/immovable properties of the Company until further orders. The company is contesting the matter against the ex parte intenm order. The Company is contesting the matter and filed its reply to IA and also filed reply to OA before DRT-III, Delhi,
The Company has received a Notice through speed post from DRT-II, New Delhi. The Lead Bank has filed petition before DRT Delhi against the Company under section 19(4) of the Act. The matter is listed before the registrar for completing of pleading. The company is contesting the matter The company has filed an appeal against the honorable DRT-III, Delhi PO order before honorable DRAT-I. Delhi The honorable DRAT-I, Delhi accepted the petition of the company.
A summon/notice had been received from the Directorate of Enforcement, Central Regional Office. Government of India, in the name of The Director, to appear before them along v/ith various document. The Director/authonzed representative of the company submitted relevant documents before the authorities/ offices / departments.
A notice had been received from Central Bureau of Investigation in the name of The Director, Kohinoor Foods Limited to produce documents/information In person before them. The Director/authorized representative of the company submitted relevant documents before the authorities/ offices / departments.
The Company has submitted its revised resolution proposal with the Consortium Banks and the same is under consideration by member Banks and is requested to present the same at their respective consortium meeting/Board. The promoters of the Company requested to approve the requirements of the resolution proposal which is at present under consideration with the Consortium Lenders.
The Company has received Legal Notice from the Punjab National Bank, Hong Kong in regard to outstanding indebtedness due amount (inclusive of interest up to date) The matter ts now being taken up PNB Dubai and the Company had submitted its OTS proposal and has deposited the upfront amount and requested to process the Company OTS Proposal and forward the same to their Board/Head Office for approval, which is at present in consideration
The Board of Trustee of the port of Mumbai has filed a money suit for recovery towards alleged outstanding demurrage charges against which the Company has filed its counter claim towards the financial losses, interest on the investment, refund of the license fees, refund of the demurrage charges, compensation and damages etc. The matter is still pending.
The company’s vendor has filed an execution petition before Faridabad District & Session Judge. The company is contesting the matter. The company has also approached Hon'ble High Court Chandigarh for stay on above matter. The Respondent has also filed an Instant Application in the matter The Company has also approached Hon'ble High Court Delhi for stay on above matter Further, the Company filed a petition before the Hon’ble Apex Court with regard to contesting of proceeding before District and Session Court. Faridabad. The Hon'ble Apex Court had allowed the company petition with granting relief to the Company and parties against the impugned order of Faridabad District Court and asked the Company to deposit INR 50 Lakhs each in two tranches in a gap of two weeks before the Hon'ble High Court for seeking direction for further relief The Company has also deposited the above amount in compliance with the order of Apex Court.
The Municipal Corporation has issued notice to the Builder of Pinnacle Tower for vacating of premises Pinnacle Tower, at Surajkund Faridabad. The Builder had obtained interim stay on the order of Municipal Commissioner, Faridabad from Hon'ble High Court Punjab and Haryana. The Company also filed a petition against Municipal Corporation & other before the Civil Judge. Senior Division, Faridabad with regard to stay of proceeding against order of Municipal Corporation, Faridabad. The Hon'ble Faridabad Court has stated that already intenm stay have been granted by the Hon'ble High Court, hence no ground to grant relief prayed for is made out at this stage
The Company has received a letter from one of the Consortium member Bank regarding assignment of Debt of Company vide their assignment agreement dated 10.05.2024 where the Bank has stated that it has assigned all its right in relation to the outstanding exposure of the Company.
An email l\as been received from SEBI regarding examination in the matter of the Company. The Department has sought certain clarification and documents which had been dully submitted by the Company.
The observations of the Auditor with regard to the management assessment of the Company's ability to continue as going concern in view of the liquidity problems/decrease in business. The management of the Company believes that it can continue as a going concern, based on the Resolution Plan and after of one time settlement submitted to the Banks by Company and the interest shown by Prospective Investors in the Company.
Macro-economic factors like recession, subdued demand and political uncertainty may affect the business of the Company and the industry at targe as well. The Company is aware that uncertainties in business offer opportunities as well as downside risks and thus has identified and put in place mitigation tools for the same Some key nsk areas are:
Procurement risk
In a country like India, where more than 60 percent of the area under cultivation is not irrigated, farm production is highly vulnerable to fluctuations in rainfall. Beside production nsk, Indian farmers also face high market risk. Farm harvest prices in the country show high inter and intra year volatility. Pnce variation is quite pronounced in the regions and commodities where pnce support mechanism is not operative. Further adequate availability of key raw materials at the nght prices is crucial for the Company. Being a generic natural product with low yield concentrated in a small region of the World, production of Basmati depends on the vagaries of nature. Therefore, any disruption in the supply due to a natural or other calamity or violent changes in the cost structure could adversely affect the Company's ability to reach its consumers with the right value proposition However, we are ready with plans that might help us at such times. However, the Company's long term relationship with farmers buitt on trust ensures constant supply and thus over the years it has not faced any procurement problems. Also, adequacy of irngation facilities in the Basmati producing regions mitigates these uncertainties.
High working capital requirement: Basmati rice requires to be aged for 9-12 months before selling, leading to huge working capital requirements. This results in low ROCE for the industry. Combating this nsk. efficient working capital management system has been set in place by the Company and cash flow is monitored on daily basis. Intense competition from unorganized sector: Another characteristic of this industry is the presence of unorganized sector offering basmati in loose unbranded form which intensifies competition. The Company is moving towards branded products and has invested significantly in building a strong brand which helps in differentiating their product.
Dividend
Your Directors do not recommend any dividend for the financial year 2023-24.
Re-Appointment / Resignation of Directors
In accordance with the provisions of the Companies Act. 2013, Jugal Kishore Arora (DIN 00010704), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Directors recommend this resolution for approval of the members.
The Appointment of Mr Sunil Sharma (DIN 08699033), Mr. Yash Pal Mahajan (DIN 08699040) and Mrs Mam Chandra Bhandari (DIN -00387525) Independent Director had been approved by the Shareholders in the 31st Annual General Meeting of the Company held on 30th December, 2020 for the period of five consecutive years. Now the Company wants to re-appoint these Independent Directors on the same term and condition as approved by the shareholder in their Annual General Meeting held on 30th December, 2020 for further period of five consecutive years commencing from February 13,2025 in the forthcoming Annual General Meeting, subject to approval of Shareholders.
Your Directors recommend this resolution for approval of the members.
Subsidiary, Joint Ventures and Associate Companies
Kohinoor Foods Limited enjoys its global presence and has well managed to build a premium brand name for its quality in Rice Branding and Ready to Eat Food and with a view of expansion and diversification; it has created subsidiary companies for facilitating these operations in various countries.
A statement containing the performance and highlights of Financial Statements of subsidiary, associate and joint venture companies is provided in Form ACC-1 attached to the Financial Statements forms part of this Report and hence not repeated here for the sake of brevity.
In accordance with section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and all its subsidiaries, which form part of the Annual Report. The Financial Statements have been prepared on the historical cost convention on going concern basis and on accruals basis unless otherwise stated. The name of companies which have become or ceased to be subsidiary or joint venture or associate companies, if any. have been mentioned in the notes to the accounts. The financial statements of Kohinoor Foods Limited (“Holding Company of KFL") together with its subsidiaries (hereinafter collectively referred to as “Group") are consolidated to form Consolidated Financial Statements (CFS). Consolidated Financial Statements consolidate the financial statements of KFL and its Wholly Owned Subsidiaries.
The parenl company has not received audited financial statement from its Joint venture Company. Rich Rice Raisers LLC. The Management considers that the parent company is not in position to exercise control over this entity. Hence the results of Joint Venture Company have not been considered in the Consolidated Financial
Statements. Rich Rice Raisers LLC, in which. KFL hold 25% shareholding, has closed its operation.
In accordance with Section 136 of the Companies Act. 2013, the Audited Financial Statement, including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.kohmoorfoods in/investor These documents will also be available for inspection dunng business hours at our Registered Office.
Further these Financial Statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act. 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules. 2016. These financial statements for the year ended March 31.2024 are prepared under Ind AS. For all periods up to and including the year ended March 31,2017, the financial statements were prepared in accordance with the accounting standards notified under the section 133 of the Companies Act 2013. read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (hereinafter referred to as 'Previous GAAP') used for its statutory reporting requirement in India immediately before adopting Ind AS.
Further the Policy for determining material subsidies as approved by the Board may be accessed on the Company's website at the link
www.kohinoorfoods.in/investor
The details of business operations / performance of major subsidiaries are as below:
Internal Control System
The Company has in place adequate internal control systems that facilitates the accurate and timely compilation of financial statements and management reports, ensures regulatory and statutory compliance, and safeguards investor interest by ensuring the highest level of governance The control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.
A CEO and CFO Certificate provided by Jt. Managing Director and CFO, included in the Corporate Governance Report confirms the existence of effective internal conlrol systems and procedures in the Company Internal audit function evaluates the adequacy of, and compliance with policies, plans, regulatory and statutory requirements. The Internal Auditors directly report to the Board's Audit Committee, thus ensuring the independence of the process. It also evaluates and suggests improvement in effectiveness of risk management, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings
and ensures corrective measures are taken In the opinion of the management and the internal auditors, there exists adequate safeguard against fraud and negligence within the Company.
Our Offices as well as the manufactunng facilities endorse the highest health, safety, security and environmental standards.
Internal Financial Controls
The Company has in place well defined and adequate Internal Financial Controls which are tested from time to time for necessary improvement, if any required.
Listing at Stock Exchange
The Equity Shares of the Company are listed with BSE Limited and National Stock Exchange of India Ltd The annual listing fee for the Financial Year 2024-25 has been paid by the Company.
Corporate Governance
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as stipulated by the Stock Exchanges. Pursuant to SEBI (LODR), Regulation, 2015, a report on the Corporate Governance, Certificate regarding Compliance. Secretarial Audit Report and Jt. Managing Director (CEO) and CFO certification along with the Auditors Certificate has been made part of theAnnual Report
Auditors
M/s N C Raj & Associates, Chartered Accountant (FRN: 002249N), New Delhi Statutory Auditors of the Company was appointed as auditors of the Company for the first term, to holds office from the conclusion of 32nd Annual General Meeting to the conclusion of Fifth Annual General Meeting to be held till the year 2026. The Board of Directors has received their consent and they have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits and they are not disqualified for reappointment, The Board pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act. 2013 and on the recommendation of the Audit Committee has considered the appointment of M/s N C Raj & Associates, Chartered Accountant, New Delhi (Firm Registration No 002249N), as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of Fifth Annual General Meeting to be held in the year 2026. The Board of Directors accordingly recommends their reappointment as Statutory Auditors.
Auditors Report
The Company has received the Auditors Report duly signed by M/s N C Raj & Associates. Chartered Accountants. New Delhi and took note on the same. Further as mentioned in the Auditors Report, attention is drawn (Emphasis of Matters) to notes to the Financial Statements, the same has not been reproduced for the sake of brevity as the remarks given by the Auditors are self-explanatory, however the Board has
discussed the same in details as had been provided in the notes to the Financial Statements.
Cost Auditors
The Cost Auditor M/s Cheena and Associates appointed as Cost Accountants of the Company for the year 2023-24 and has completed the audil of the cost record of the Company The Cost Audit Report does not contain any qualification, reservation or adverse remark.
The Board pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and Companies (Audit and Auditors) Rules. 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), has approved the appointment of M/s Cheena & Associates. Cost Accountant Firm to conduct the audit of the cost records of the Company for the financial year ending on March 31. 2025 and remuneration to be paid subject to rectification by shareholders.
Secretarial Audit
The Board of Directors pursuant to the Provision of Section 204 of the Companies Act, 2013. has appointed M/s. MANK and Associates, Company Secretary Firm, (having FCS No. 10248 and CP No. 19684) to conduct Secretarial Audit of the Company for the Financial Year 2024-2025.
Secretarial Audit Report
The Secretarial Auditor M/s MANK and Associates. Company Secretaries, appointed for the year 2023-24 and has completed the secretanal audit of the Company. The Secretanal Audit Report as received from the Practicing Company Secretary is annexed to the Annual Report as Form No -MR-3. As per the Secretarial Audit Report the Company has complied with all the applicable acts. laws, rules and regulations and does not contain any qualification, reservation or adverse remark.
Internal Auditor
The terms of M/s. N N A & Co. Chartered Accountants, New Delhi, who was appointed as Internal Auditor of the Company for the Financial Year 2023-24 expired on 31 st March, 2024.
Your Directors on the recommendation of the Audit Committee have approved their appointment in the Board Meeting dated 29th May. 2024. for the financial year 2024-25,
Deposits
During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013
Share Capital of the Company
Dunng the year under review, the Company did not issue equity shares. The paid up Share Capital of the Company is amounting to Rs 370,715,300/- comprising of 37,071.530 equity shares of Rs
10/-each.
Board Meetings
The Board is headed by an executive Chairman. As on 31st March 2024, the Board of Directors consisted of Six Directors, including Chairman, Joint Managing Directors, Woman Director. Independent Director and others.
Four (4) Board Meetings were held during the year 2023-24, i.e. on 29th May, 2023.14th August. 2023, 14th November 2023 and 14th February. 2024 and the gap between two meetings did exceed 120 days as per relaxation granted under the Ministry of Corporate Affairs (MCA) vide its General Circular No. 11/2020 dated 24th March, 2020.
Audit Committee Meetings
During the year under review, the Audit Committee met Four (4) times
i.e on 29th May, 2023.14th August 2023,14th November 2023 and 14th February, 2024 and the gap between two meetings did exceed 120 days as per relaxation granted under the Ministry of Corporate Affairs (MCA) vrde its General Circular No 11/2020 dated 24th March, 2020. The minutes of the meetings of the Audit Committee are noted by the Board.
Nomination and Remuneration Committee
During the year under review, the Nomination and Remuneration Committee met Two (2) times i.e on 14th August, 2023 and 14th November, 2023. The minutes of the meetings of the Nomination and Remuneration Committee are noted by the Board.
Remuneration Policy
On the recommendation of the Nomination and Remuneration Committee, the Board has formulated Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.
The Remuneration Policy of the Company forms part of this Repon and may be accessed on the Company's website on the link: www.kohinoorfoods.in/invesior.
Whistle Blower Policy/Vigil mechanism The Company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy or any other grievances, the details of which are given in the Corporate Governance Report. The Whistle Blower Policy may be accessed on the Company's website on the link www.kohinoorfoods.in/investor.
Particulars of Loan Given, Investment made, Guarantees given and Securities Provided
Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies Act, 2013are provided in the notes of standalone Financials statement and well
within the limit approved by the Shareholders of the company. Present status of litigations
Dunng the Financial Year 2023-24 the Company went through some litigations in taxation, banking and rice business. Brief of the litigations is mentioned below:
Contingent and Other particulars:*
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Conwfem Liabilities not provided for
|
|
(to. In lacs)
|
|
Particulars
|
3i-V‘ar-2G24
|
31 -War-2023
|
|
A
|
CUms ag*ret the oonxMty. n« admc hedged as debt
|
|
|
|
1
|
Income Ta«
|
10.32202
|
10,322.02
|
|
ii
|
Sales Tax - Delh
|
12200
|
12200
|
|
HI
|
VAT-Haryana
|
740.07
|
740.07
|
|
IV
|
Excse & Ta>ation Department. Paqab
|
45562
|
45582
|
|
V
|
Excise Duty
|
•1291
|
42.91
|
|
VI
|
Service Tit
|
9.12
|
9.12
|
|
vii
|
Yat-Oeihi
|
-
|
22.63
|
|
vtH
|
legal Cases against the Company
|
953,94
|
96394
|
|
6
|
Bai* Guarantees
|
19.75
|
1975
|
|
i
|
Surety Bonds issued to Agerce; under EPCG/Adr License scheme
|
2.03234
|
2,082.34
|
Following appeals are lying pending for heanng before the CIT(A), New Delhi/ Income Tax Appellate Tribunal, New Delhi/Hon'ble Delhi High Court against the tax demand raised in impugned Income Tax Assessment Orders as per details given below :-
|
AT
|
Ta.
|
hleresl
|
Total
|
|
2002-03 to 2000 09
|
29803
|
1OS.C0
|
404.03
|
|
2509-10
|
|
|
|
|
2010*11-
|
2331,25
|
1,34786
|
3.679.11
|
|
2011 12
|
83577
|
780.20
|
1.61597
|
|
2012-13
|
127493
|
1.01999
|
2,294,97
|
|
2013-14
|
40683
|
264.39
|
67:21
|
|
2014-15
|
79805
|
45385
|
125189
|
|
2016-17
|
27578
|
129.05
|
40484
|
|
Total
|
|
|
10.322.02
|
As per the advice received from legal experts and on the basis of merit of the case, there is a high probability that the aforesaid impugned orders v/ill be set aside and the demand will be deleted Accordingly, management is of the view that no provision in respect of the above demands is required to be made in the books of accounts.
Further to above, for assessment year 2012-13/2014-15/2016-17, We had contested the matter before CIT(Appeal), based on our submission, our appeal v/as considered, the addition on certain matters were partially allowed in the case of Transfer Pricing Issue. On Corporate Issue complete addition was allowed to be reversed and thus the addition was nullified The appeal
effect against the order of CIT (Appeal) is awaited for all three assessment years For pending issues we are in appeal before the Honorable ITAT
For assessment year 2013’14, we had received a Nil Order from CIT (Appeal), the department have gone into appeal before ITAT we are in process of filling cross objection in respo nse to the same
An appeal has been filed with CIT (A) on 11-08-2021 against an order passed towards addition of Rs. 2860.54 Lacs against transfer pricing adjustment in respectofA. Y 2017-2018a Ithough there is no liability on the company since no demand has been raised by the department, but, this has impacted in the reduction of losses by the above amount, With regard the Notice received we had filed appeal before Honorable ITAT.
An appeal has been filed with CIT (A) on 07-12-2021 against an order passed towards addition of Rs. 791.57 Lacs against transfer pncing adjustment in respect of A. Y 2018-2019 al though there is no liability on the company since no demand has been raised by the department, but. this has impacted in the reduction of losses by the above amount. With regard the Notice received we had filed appeal before Honorable ITAT.
An appeal before the Sales Tax Commissioner - Appeals. New Delhi is lying pending in respect of Sales Tax demand of Rs. 122.00 Lacs on sale of REP Licenses made in earlier years.
Following appeals are also lying pending before the Appellate Authorities/Tribunal, Haryana as mentioned in coloumn. 4 against the impugned VAT Assessment Orders/Revision Order passed by the assessing authorities as mentioned in column. 3of the table given below:-
|
Particulars
|
Deman
d
rased
lfis.1
|
Assessing
Authority
|
Appellate Authority
|
|
(Coll)
|
(Cd2)
|
<CoL3)
|
<CoL4>
|
|
Sales Tax Myil riii AY 2038-W
|
732.3$
|
Revtyutt-FaodaLiad
|
Tribunal • Chandigarh
|
|
Sii-Ars Tax Wurth al AY 2C09 • 10
|
7.72
|
RevisorvFandabad
|
Tribunal-Chandigarh
|
|
Trifsl
|
741(17
|
|
|
Note: The Appellate Authority has remanded back the above cases to Revision Authority, Rohtak/Assessing Authonty, Sonipat
Appeals are lying pending before the Dy. Excise & Taxation Commissioner-Appeal, Punjab against the Order received from Excise and Taxation Deptt., Punjab in respect of Year 2009-10 and 2010-11 demanding a sum of Rs. 450.41 Lacs towards the cess imposed by the State Govt, on exports. The company has challenged the validity of imposition of cess on export in its appeal as the same is not permissible under article 286 of the Constitution of India. Further demand has been raised for Rs. 5.41 Lacs after completing the Sales Tax assessment for AY 2011-12 against which appeal has been filed.
An appeal before the Customs, Excise & Service Tax Appellate Tribunal, New Delhi is lying pending against the order of Commissioner of Central Excise (Appeals), Delhi-Ill in respect of additional excise duty of Rs. 42.91 Lacs demanded by the Excise department in connection of dispute over classification of goods -food product produced at Bahalgarh Factory- as per the Central Tariff Act. As the matter is still pending before the Tnbunal, no provision in the books of accounts have been made.
During the financial year 2016-17, the company has received an order from Hon'ble Central Excise and Service Tax Appellate Tribunal, New Delhi (CETSTAT) against the order passed by Commissioner of Sen/ice Tax (Adjudication). New Delhi demanding a service tax of Rs.259 25 Lacs. The Hon'ble CETSTAT vide its order dated 16/02/2017 has granted major relief of Rs.250.13 Lacs against the aforesaid demand
VAT-Deihi had raised the demand of 726.93 Lacs against pending 'P forms in respect of years 2015-2016 & 2016-2017. Pending F forms were related to six quarter out of the above for five quarter all F forms were submitted and an order dated 16-08-2022 has been received, nullifying the demands of these quarter. For quarter one for the year 2016- 2017 F forms are pending there a demand of Rs. 22.63 Lacs had been raised by VAT-Delhi. Appeal against the said order has been filed with VAT-Delhi. The Department has passed an order nullifying the demand thus there is no liability to the discharge with regard to "F* Form
The Company has received Notices from the Banks under section 13(2) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. in the month of July. 2018 to May, 2019 and in the month of February 2020 to September 2020. The Company has replied to the notices received from the Bank within 60 days from the date of notices. The Company has also received Notices from the Banks under section 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Sccunty Interest Act. 2002. The Company has already approached Banks with suitable resolution plan for their consideration which the consortium has sanctioned. The Banks has also served letter for failure of resolution plan submitted by the Company. An extension to the resolution plan was also granted by the Lenders
The Lead Bank have filed petition against Company before Hon'ble NCLT Bench Chandigarh, the company is contesting the matter and the petition is yet to be admitted.
The Company has filed an appeal before Hon’ble High Court, Punjab & Haryana for stay. The Hon'ble High Court has granted Interim stay
One of the member Consortium Bank have filed petition against Company before Hon'ble NCLT Bench Chandigarh, the company is
contesting the matter and the petition is yet to be admitted
The Company has received an ex parte interim order from Debt Recovery Tribunal-Ill. Delhi dated 25/06/2020 restraining the company from transferring/ alienating or otherwise dealing with, or disposing off or encumbering or creating any third party interest with respect of the hypothecated assets/immovable properties of the Company until further orders. The company is contesting the matter against the ex parte interim order. The Company is contesting the matter and filed its reply to lAand also Hied reply to OA before DRT-III, Delhi,
The Company has received a Notice through speed post from DRT-II. New Delhi. The Lead Bank has filed petition before DRT Delhi against the Company under section 19<4)oftbe Act The matter is listed before the registrar for completing of pleading. Tne company is contesting the matter. The company has filed an appeal against the honorable DRT-III. Delhi PO order before honorable DRAT-I. Delhi. The honorable DRAT-I, Delhi accepted the petition of the company.
A summon/notice had been received from the Directorate of Enforcement, Central Regional Office. Government of India in the name of The Director, to appear before them along with various document The Director/authorized representative of the company submitted relevant documents before the authorities/ offices / departments.
A notice had been received from Central Bureau of Investigation In the name of The Director. Kohinoor Foods Limited to produce documents/information in person before them The Director / authorized representative of the company submitted relevant documents before the authorities/ offices I departments.
The Company has submitted its revised resolution proposal with the Consortium Banks and the same is under consideration by member Banks and is requested to present the same at their respective consortium meeting/Board. The promoters of the Company requested to approve the requirements of the resolution proposal, which is at present under consideration with the Consortium Lenders.
The Company has received Legal Notice from the Punjab National Bank. Hong Kong in regard to outstanding indebtedness due amount (inclusive of interest up to date) The matter is now being taken up PNB Dubai and the Company had submitted its OTS proposal and has deposited the upfront amount and requested to process the Company OTS Proposal and forward the same to their Board/Head Office for approval, which is at present in consideration
The Board of Trustee of the port of Mumbai has filed a money suit for recovery towards alleged outstanding demurrage charges against which the Company has filed its counter claim towards the financial losses, interest on the investment, refund of the license fees, refund of the demurrage charges, compensation and damages etc. The matter
is still pending.
The company's vendor has filed an execution petition before Faridabad District & Session Judge. The company is contesting the matter The company has also approached Hon'ble High Court Chandigarh for stay on above matter. The Respondent has also filed an Instant Application in the matter The Company has also approached Hon'ble High Court Delhi for stay on above matter. Further, the Company filed a petition before the Hon'ble Apex Court v/ith regard to contesting of proceeding before District and Session Court, Faridabad. The Hon'ble Apex Court had allowed the company petition with granting relief to the Company and parties against the impugned order of Faridabad District Court and asked the Company to deposit INR 50 Lakhs each in two tranches in a gap of two weeks before the Hon'ble High Court for seeking direction for further relief The Company has also deposited the above amount in compliance with the order of Apex Court.
Tne Municipal Corporation has issued notice to the Builder of Pinnacle Tower for vacating of premises Pinnacle Tower, at Surajkund Faridabad The Builder had obtained intenm stay on the order of Municipal Commissioner, Faridabad from Hon'ble High Court Punjab and Haryana. The Company also filed a petition against Municipal Corporation & other before the Civil Judge, Senior Division. Faridabad v/ith regard to stay of proceeding against order of Municipal Corporation Faridabad. The Hon'ble Fandabad Court has stated that already interim stay have been granted by the Hon'ble High Court, hence no ground to grant relief prayed for is made out at this stage
The Company has received a letter from one of the Consortium member Bank regarding assignment of Debt of Company vide their assignment agreement dated 10.05.2024 where the Bank has stated that it has assigned all its right in relation to the outstanding exposure of the Company.
An email has been received from SEBI regarding examination in the matter of the Company. The Department has sought certain clarification and documents v/hich had been dully submitted by the Company.
The observations of the Auditor with regard to the management assessment of the Company’s ability to continue as going concern in view of the liquidity problems/decrease in business. The management of the Company believes that it can continue as a going concern, based on the Resolution Plan and after of one time settlement submitted to the Banks by Company and the interest shown by Prospective Investors in the Company.
All other litigations are mentioned in the note on Contingent Liability in the Balance Sheet for the financial year 2025-24.
Contract and Arrangements with Related Parties
In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23 of the Listing Regulations, your Company has in place Related Party Transactions Policy for dealing with related party transactions. The policy may be accessed under the Corporate Governance section on the website of the Company at: http: //kohinoorfoods.in/pdf/Policy-on-Related-Party-Transactions.pdf, All the related party transactions that were entered and executed during the year under review were on arm's length basis and in the ordinary course of business and within permissible framework of Section 188 of the Act and Rules made thereunder read with Regulation 23 of Listing Regulations There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders. The details of the transactions with the related parties are provided in the accompanying financial statements. There were no related party transaction made during the year that are required to be disclosed in the FormAOC-2.
Conservation of Energy. Research and Development, Technology Absorption. Foreign Exchange Earning and Outgo
The particulars as prescribed in sub-section (3) of Section 134 of the Companies Act. 2013. read with Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report.
Particulars of Employees and Related Disclosure
In terms of the provisions of Section 197(12) of the Companies Act. 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are given as under.
i) There are no Employee, employed throughout the year and In receipt of remuneration of Rs. 1,02.00,000/- or more per annum.
ii) There are no Employee, employed part of the year and in receipt of remuneration of Rs. 8.50.000/- or more per month dunng any pan of the year.
Disclosures pertaining to remuneration and other details as 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 set out in the annexure-D to this report.
Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act. 2013, the Board's Report is being sent to the members without some annexures. The said annexures are available for inspection at the Registered / Corporate Office of the Company during working hours and any member interested in obtaining such annexures may write to the
Company Secretary and the same will be furnished free of cost. Extract of Annual Return
In accordance with Section 134(3)(a) of the Companies Act. 2013, the extract of the annual return in Form No. MGT - 9 is enclosed as Annexure C to this Report
Management's Discussion and Analysis Report
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report and a Report on Corporate Governance is attached in a separate section forming part of the Annual Report.
A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated in Regulations Part C of Schedule V of the Listing Regulations is also attached with this report.
A declaration by the Managing Director pursuant to Regulations Part C of Schedule V of the Listing Regulations stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2024, is also attached with this report.
Directors' Responsibility Statement
Pursuant to section 134(5) of The Companies Act. 2013. the Directors confirm that:
a) In the preparation of the annual accounts for the year ended 31 st March. 2024. the applicable accounting standards read with requirements set out under Schedule III to the Act. had been followed and there are no material departures from the same:
b) the Directors 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 as at 31st March, 2024 and of the profit and loss of the Company for the yearended on that date;
c) the Directors 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) the Directors had prepared the annual accounts on a 'going concern’basis;
e) the Directors had 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) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Awards & Recognitions
Since its inception, the Company has been earning awards and recognition like consumer validated Super Brand Award (thrice in series). Reader’s Digest Most Trusted Brand award (4 times in a row). Power Brand Award. Guinness Book of World Record (for making World's Largest Biryani), National award for Export Excellence, Brand Equity Award & many APEDAawards
Corporate Social Responsibility
As per provisions under Section 135 of the Companies Act. 2013. all companies having net v/orth of Rs. 500 crores or more, or turnover of Rs. 1.000 crores or more ora net profit of Rs. 5 crores or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of Board of Directors comprising three or more directors, at least one of whom should be an Independent Director and such Company shall spend 2% of the average net profits of the Company made during the three immediately preceding financial years.
Accordingly a detailed CSR Policy was framed by the Company with the approvals of the CSR Committee and Board. The Policy, inter alia, covers the following:
Philosophy
Scope
L*ist of CSR activities
Modalities of execution of projects/programmes Implementation through CSR Cell Monitoring assessment of projects/programmes
CSR Policy gives an overview of the projects or programmes which are proposed to be undertaken by the Company in the coming years.
The composition of the CSR Committee
A Committee of the directors, titled 'Corporate Social Responsibility Committee' was constituted by the Board with the following members:
1. Mrs. Mani Chandra Bhandari (Chairperson)
2. Mr.SatnamArora
3. Mr. GumamArora
As the Average net Profit/(Loss) of the Company for last three financial years prior to 2023-24 comes to average net loss and therefore the Company is not statutorily required to spent amount as prescribed for CSR expenditure
Kohinoor also envisions to improve lives in communities we live around, protect workplace rights, respect peopie, support missions
that help people have a better life, provide good jobs, world class quality products and a healthy environment to all of us around
At Workplace. Kohinoor Foods maintain high standards for fair and dignified treatment of all the people who work for our Company. For all of its employees, it is not just a place to work, but like another home and everybody in it like a big family, closely bonded with each other.
Kohinoor Foods also believes that a Company is as good as the people who work for it • their combined talents; skills, knowledge, expenence and passion make a company what it is.
Hence, Company's continuous goal is to inspire and motivate its people to hone their talents, increase their knowledge & skills and achieve extraordinary results at their workplace In this endeavor we have offered subsidized meals to our employees at a very nominal cost.
Adherence to global human rights standards. No minor labour. Fair trade practices, complete Medical facilities for its people, Safe & sound working environment are the things that Kohinoor Foods take utmost care about.
The CSR Policy may be accessed on the Company's website at the
link; www kohinoorfoods infmvestor
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace. The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013 The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Sexual Harassment Committee has been set up to redress complaints received regarding sexual harassment.
The Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013.
Declaration by Independent Directors
The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescnbed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015.
Board Evaluation
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is mandatory that the Board
shall monitor and review the Board Evaluation Framework. The Companies Act. 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act. 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.
Training of Independent Directors
The Company Secretary of the Company conducted a detailed training programme to provide/update the changes in the SEBI (LODR), Regulation. 2015'Companies Act 2013 and other relevant act to the Independent Directors.
Further, the Company issues a formal letter of appointment to Independent Directors outlining their roles, responsibilities, functions and duties as an Independent Director. The format of the letter of appointment is available on the Company’s website at the link: www kohinoorfoodsin/investor
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2 Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employee of the Company under any scheme.
4. Issue of Employees Stock Option to employee of the Company under any scheme.
5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future except as disclosed in the Annual Report.
7. Business Responsibility Report as per Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, descnbing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the financial year 2023-2024 as per the SEBI Circular SEBI/LAD-NRO/GN/2015-16/27 dated 22nd December. 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 29th January, 2016.
Acknowledgment
Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities. Customers, Vendors and Members during the year under review. Your Directors acknowledge with gratitude, the commitment and dedication of the employees at all levels that has contributed to the growth and success of the Company.
For and on Behatf of the Board SdA Sd-
Satnam Arora Gurnam Arora
Jt. Managing Director Jt. Managing Directoy
DIN: 00010667 DIN: 00010731
Place. Fartdabad Date : AUGUST 13. 2024
|