The Board of Directors is delighted to present the 08th Annual Report on the Business and Operations of your Company ("the Company") and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2024. This report is accompanied by the audited financial statements, which deliver a thorough overview of the Company's financial performance and position for the year. We believe these report will provide valuable insights into the Company's achievements and strategic direction, offering a clear and detailed understanding of our overall performance.
financial performance summary:
The Audited Financial Statements of your Company as of March 31, 2024, have been prepared in accordance with the applicable Accounting Standards ("AS"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and the provisions of the Companies Act, 2013 ("Act").
Key highlights of the standalone and consolidated financial performance for the year ended March 31, 2024, are summarized as follows:
Particulars
|
F.Y. 2023-24
|
F.Y. 2022-23
|
|
Standalone
|
Consolidated
|
Standalone
|
Consolidated
|
Revenue From Operations
|
27,099.18
|
27,099.18
|
13,098.91
|
13,098.91
|
Other Income
|
92.71
|
92.71
|
1.47
|
1.47
|
Total income
|
27,191.89
|
27,191.89
|
13,100.38
|
13,100.38
|
Operating expenditure before Finance cost, depreciation and amortization
|
22,646.36
|
22,650.72
|
10,638.96
|
10,640.42
|
Earnings before Finance cost, depreciation and amortization (EBITDA)
|
4,452.82
|
4,448.46
|
2,459.95
|
2,458.49
|
Less: Depreciation
|
825.65
|
825.65
|
194.45
|
194.45
|
Less: Finance Cost
|
655.07
|
655.07
|
330.16
|
330.16
|
Profit Before Tax
|
3,064.81
|
3,060.45
|
1,936.81
|
1,935.35
|
Less: Current Tax
|
850.00
|
850.00
|
482.68
|
482.68
|
Less: Short/Excess provision for Income Tax
|
(6.75)
|
(6.75)
|
19.52
|
19.52
|
Less: Deferred tax Liability (Asset)
|
(2.63)
|
(2.63)
|
(1.34)
|
(1.34)
|
Profit after Tax
|
2,224.19
|
2,219.83
|
1,435.95
|
1,434.49
|
Previous year figures have been regrouped/re-arranged wherever necessary
business overview:
Financial performance:
The key aspects of the Company's performance during the financial year 2023-24 are as follows:
Standalone Performance
? For the financial year ended 2023-2024, the Company's standalone revenue from operations reached ' 27,099.18 Lakhs. This represents a remarkable increase of 106.88% compared to the revenue of ' 13,098.91 Lakhs recorded in the previous financial year, 2022-2023. This substantial year-over-year growth highlights the Company's strong performance and significant improvement in its revenue generation over the past year.
? For the financial year ended 2023-2024, the Company's standalone EBITDA was ' 4,452.82 Lakhs, compared to ' 2,459.95 Lakhs in the previous year, 2022-2023. This represents an impressive year-over-year growth of 81.01%, reflecting a significant improvement in the Company's operating profitability.
? For the financial year ended 2023-2024, the Company's standalone net profit was ' 2,224.19 Lakhs, up from ' 1,435.95 Lakhs in the previous year, 2022-2023. This represents a year-over-year growth of 54.89%, indicating a strong increase in profitability and financial performance.
Consolidated Performance
? For the financial year ended 2023-2024, the consolidated revenue from operations was ' 27,099,18 Lakhs, compared to ' 13,098,91 Lakhs in the previous year, 2022-2023, This marks a substantial year-over-year growth of 106,88%, reflecting a significant increase in overall revenue across the Company's consolidated operations,
? For the financial year ended 2023-2024, the consolidated EBITDA was ' 4,448,40 Lakhs, compared to ' 2,458,49 Lakhs in the previous year, 2022-2023, This represents a year-over-year growth of 80,94%, highlighting a significant increase in the Company's operating profitability on a consolidated basis,
? For the financial year ended 2023-2024, the consolidated net profit was ' 2,219,83 Lakhs, compared to ' 1,434,49 Lakhs in the previous year, 2022-2023, This represents a year-over-year growth of 54,75%, reflecting a significant improvement in overall profitability on a consolidated basis,
Other business achievements during Financial Year 2023-24:
1) During the year under review, we have submitted the OMC (Oil Marketing Company) tender and received Massive Order of Supply of Bio Diesel by Kotyark Industries Limited and also by Yamuna Bio Energy private Limited (a Company which was amalgamated with Kotyark Industries Limited vide NCLT order dated 12,12,2023) from Indian Oil Corporation (IOC), Hindustan Petroleum Corporation Limited (HPCL), and Bharat Petroleum Corporation Limited (BPCL) for various location in Gujarat as below:
Date of Allocation (also date of Intimation to NSE)
|
Kotyark Industries Ltd.
|
Yamuna Bio Energy Pvt. Ltd.
|
Gross Total
|
Allocated Quantity (in KL)
|
Approx. Value of Order (' in Crore)
|
Allocated Quantity (in KL)
|
Approx. Value of Order (' in Crore)
|
Allocated Quantity (in KL)
|
Approx. Value of Order (' in Crore)
|
01,04,2023
|
12,331
|
115,90
|
8,400
|
78,50
|
20,731
|
194,40
|
06,072023
|
17,381
|
154,00
|
2,689
|
24,00
|
20,070
|
178,00
|
05,10,2023
|
52,118
|
424,00
|
14,116
|
115,00
|
66,234
|
539,00
|
09,01,2024
|
73,037
|
594,00
|
17,098
|
139,00
|
90,135
|
733,00
|
2) During the year under review, Company has applied for "Consent to Establish" vide letter dated March 18, 2023, for enhancement of production capacity of our Bio Diesel and Glycerin by Product under the Water (Prevention & Control of Pollution) Act, 1974 and under the Air (Prevention & Control of Pollution) Act, 1981 to the Rajasthan State Pollution Control Board for Manufacturing/producing Bio Diesel (Product) and glycerin (by Product) at our factory located at F-86 to F-90, RIICO Industrial Area, Swaroopgunj, Dist, Sirohi, Rajasthan-307023,
On November 08, 2023 Our Company received on mail, the above "Consent to Establish" letter from Rajasthan State Pollution Control Board vide file no, F(Tech)/Sirohi (Swaroopgunj)/2 (1)/2018-19/1019-1020 bearing order no, 2023-2024/Sirohi/10342 and unit ID -94748 and dispatched date was November 7, 2023,
As mentioned in the letter, Consent to Establish is granted for plant of our Company which is situated at swaroopgunj (as above mentioned address) under the provisions of Section 25/26 of the Water (Prevention & Control of Pollution) Act, 1974 and under Section 21 of the Air (Prevention & Control of Pollution) Act, 1981 for manufacturing/producing Bio Diesel product upto maximum quantity of 1000 KL per day and Glycerin by product upto 140 KL per day, Earlier it was granted to establish 500 KL per day and 70 KL per day respectively,
3) During the year under review, our Company has achieved a significant milestone by receiving approval for the registration and issuance of Carbon Credits under Verra, a leading
global standard for carbon certification, We are proud to announce that our Company is the first Indian Company in the Bio-Diesel sector to obtain this prestigious recognition, For the period from September 15, 2020, to March 31, 2022, our Company has accumulated a total of 57,874 carbon credits, This achievement underscores our commitment to environmental sustainability and positions us as a leader in the industry's efforts to reduce carbon emissions,
Other business achievements after the Financial Year ended:
1) Subsequent to the conclusion of the financial year, we have submitted the OMC (Oil Marketing Companies) tender and have been awarded the allocation sheet for the supply of 7,851 KL of Bio Diesel amounting to approx, ' 63,85 Crores for various locations in Gujarat and Rajasthan Terminals in India,
2) Subsequent to the conclusion of the financial year, On June 27, 2024, our Company received the "Consent to Operate" letter from the Rajasthan State Pollution Control Board, This letter, issued under file no, F(Tech)/Sirohi (Swaroopgunj)/2(1)/2018-2019/398-399 and bearing order no, 2024-2025/Sirohi/10689, granted us the authorization to operate our facility, The validity of this consent is from May 16, 2024, to April 30, 2034, It permits the manufacturing of bio-diesel (the product) and glycerin (the by-product) at our factory located at Plot No, F-86 to F-90, RIICO Industrial Area, Swaroopgunj, Dist, Sirohi, Rajasthan-307023, with maximum production capacities of 1,500 KL per day and 210 KL per day, respectively,
transfer to general reserve:
Your Directors have not apportioned any amount to the General Reserves. Full amount of net profit is carried to Reserve & Surplus account as shown in the balance sheet of the Company.
DIVIDEND:
The Board of Directors of the Company, at their meeting held on May 17, 2024, recommended a dividend of ' 750 (Rupees Seven and Fifty Paisa Only) per equity share of ' 10 each, subject to approval by the shareholders at the forthcoming Annual General Meeting. If approved, the total dividend payout will amount to ' 770.93 Lakhs. This dividend will be tax-free for recipients up to an amount of ' 5,000.00.
transfer of unclaimed dividend to investor education and protection fund:
Pursuant to the provisions of Section 124 and Section 125 of the Companies Act, 2013 the declared dividends which remains unpaid/unclaimed for a period of Seven (7) years from the date of declaration, are required to be transferred to the Investor Education and Protection Fund ("IEPF").
Your Company has declared dividend a Final Dividend of ' 5.00 (Rupees Five Only) per Equity shares, face value of ' 10.00 per equity shares (i.e. 50% of face value) for the financial year ended on March 31, 2023, at the Annual General Meeting held on 26th September, 2023.
However, since Seven (7) years have not elapsed from the date of declaration of dividend, transfer of unpaid dividend on which dividend has not been paid or claimed, to Investor Education and Protection Fund ("IEPF") is not applicable to the Company.
The Shareholders may claim their unclaimed/unpaid amount due to them by making a request to the RTA or Company giving their particulars before the same are transferred to the IEPF. During the year under review, ' 8,400.00 is unclaimed Dividend of the Company.
DIVIDEND DISTRIBUTION POLICY:
In terms of Regulation 43A of the Listing Regulations, the Company has voluntarily adopted a Dividend Distribution Policy and the same is available on the website of the Company and can be accessed at: https://www.kotvark.com/investor-policies
SUBSIDIARIES of the company:
As on March 31, 2024, Kotyark Industries Limited has the following subsidiaries companies namely:
i. Kotyark Agro Private Limited, a Wholly Owned Subsidiary Company incorporated on July 07, 2022
ii. Kotyark Bio Specialties Limited, a Subsidiary Company incorporated on December 14, 2023*
iii. Semani Industries Limited, a Wholly Owned Subsidiary Company incorporated on January 30, 2024
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing salient features of the financial statements of the above mentioned Subsidiaries Companies in Form AOC - 1 is annexed as Annexure-A, of this Annual Report.
*Note: On January 18, 2024, the status of Kotyark Bio Specialties Limited changed from a Wholly Owned Subsidiary to a Subsidiary Company. This change occurred due to the issuance of equity shares on a rights issue basis by Kotyark Bio Specialties Limited. Kotyark Industries Limited, which initially held 100% ownership, renounced its rights to these shares in favor of other investors.
CONSOLIDATED AUDITED FINANCIAL STATEMENTS:
Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of its following subsidiary companies with its financial statements in accordance with the applicable provisions namely:
1. Kotyark Agro Private Limited, a Wholly Owned Subsidiary Company
2. Kotyark Bio Specialties Limited, a Subsidiary Company
3. Semani Industries Limited, a Wholly Owned Subsidiary Company
The Consolidated Audited Financial Statements along with the Independent Auditors' Report thereon are annexed herewith and forms part of this Report and the summarized consolidated financial position is provided in financial highlights stated above.
ASSOCIATES AND JOINT VENTURE OF THE COMPANY:
During the financial year under review, the Company does not have any joint venture/associate Company.
CHANGE IN REGISTERED OFFICE:
During the year, there was no change in Registered Office of the Company.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
SIGNIFICANT AND MATERIAL ORDERS:
During the year under review, Hon'ble NCLT has passed order dated 12.12.2023 vide CP (CAA)/31(AHM) 2023 in CA (CAA)/14(AHM) 2023, approving the scheme of Amalgamation of Yamuna Bio Energy Private Limited with Kotyark Industries Limited (our Company) and their respective Shareholders & Creditors.
material changes and commitment:
There are no material changes and commitments affecting the financial position of the Company have occurred as on the Financial Year ended March 31, 2024, except as follows:
• During the year under review, the ownership structure of our Company has undergone a change. Specifically, Kotyark Bio Specialties Limited transitioned from being a Wholly Owned Subsidiary to a Subsidiary Company.
• During the year under review, Semani Industries Limited, was incorporated on January 30, 2024, as our Wholly Owned Subsidiary Company.
• During the year under review, we have achieved a significant milestone by securing approval for the registration and issuance of Carbon Credits under Verra, a premier global standard for carbon certification. This distinguished accomplishment marks us as the first Indian Company in the bio-diesel sector to attain this prestigious recognition.
annual return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder. The Annual Return for the Financial Year 2023-24 is available on the website of the Company and can be accessed at https://www.kotvark.com/copv-of-disclosure
change in nature of business:
During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.
status of scheme of amalgamation and NCLT meeting:
Pursuant to order dated April 26, 2023, CA (CAA) No. 14/NCLT/ AHM/2023 issued by the Hon'ble National Company Law Tribunal, Ahmedabad Bench, a meeting of the Equity Shareholders of our Company was convened on Friday, June 09, 2023 at 11:00 A.M. at the Registered Office of the Company situated at A-3, 2nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani, Vadodara- 391740 in compliance with Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 for approving the composite of Scheme of Amalgamation of M/s. Yamuna Bio Energy Private Limited ("Transferor Company") with M/s. Kotyark Industries Limited ("Transferee Company") ("our Company") and their respective Shareholders and Creditors.
The said scheme has been approved by the Equity Shareholders of the Company with requisite majority at the said Meeting convened by NCLT as votes cast by public shareholders in terms of SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated 23rd November, 2021, were more than the votes cast against the same.
In the aftermath, Company has received the copy of order dated 12.12.2023 Vide CP (CAA)/31(AHM) 2023 in CA (CAA)/14(AHM)
2023 from the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Division Bench-Court-2 ('Hon'ble NCLT') approving the Scheme of Amalgamation of Yamuna Bio Energy Private Limited With Kotyark Industries Limited (our Company) and their respective Shareholders & Creditors ('Scheme of Amalgamation'), under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Rules framed thereunder.
Both Kotyark Industries Ltd. and Yamuna Bio Energy Private Limited are well-established entities in the biodiesel sector, with their respective manufacturing facilities in Rajasthan and Gujarat state. The amalgamation is set to create a synergy that leverages the strengths of both companies, leading to a streamlined cost structure and enhanced combined manufacturing capacities.
The integration of Yamuna Bio Energy Private Limited into Kotyark Industries Limited will result in the streamlining of cost structures, enabling operational efficiency and improved competitiveness in the biodiesel market. With manufacturing units strategically located in Rajasthan and Gujarat, the amalgamation brings together the manufacturing capacities of both companies. This synergy will allow for increased production capacity, ensuring a robust response to the growing demand for biodiesel from OMCs. The collective strength of Kotyark Industries and Yamuna Bio Energy positions the amalgamated entity to secure additional tenders in the biodiesel sector. Recent tenders have indicated the growing demand for biodiesel blending from various Oil Marketing Companies (OMCs), providing a lucrative growth opportunity. Further, now, the amalgamated entity will boast of an enhanced order book and underpinned by the addition of Yamuna Bio Energy's order book and revenue visibility,
The amalgamation of Yamuna Bio Energy Private Limited with Kotyark Industries Limited marks a significant milestone in our journey toward sustained growth and success in the biodiesel sector. By combining our resources, expertise, and manufacturing capacities, we are poised to take advantage of emerging opportunities and contribute to the increasing demand for environmentally responsible fuels from the OMCs and providing mileage to the Government of India's 5% blending targets of biodiesel in diesel by 2030.
Detailed information and documents w.r.t scheme of amalgamation is available on website at: https://www.kotyark.com/merger-and-amalgamation
carbon credit:
Kotyark Industries Limited has received approval for the registration and issuance of Carbon Credits under Verra, a leading global standard for Carbon certification. This landmark accomplishment earmarks Kotyark Industries Limited as the first Indian Company in the Bio Diesel sector to be acknowledged this achievement.
The approval of carbon credits is a testament to our commitment to sustainability and environmental responsibility. Our Company has consistently led the charge in implementing innovative and eco-friendly practices within the Bio Diesel industry, and this acknowledgment by the pertinent authorities further solidifies our position as a pioneer in this domain.
By adopting innovative and eco-friendly practices, Kotyark Industries Limited has successfully earned 57,874 carbon credits from the period of 15th September 2020 to 31st March 2022 as per confirmation mail received from Verra registry dated 2nd March 2024. This feat is not only a testament to our dedication towards minimizing our environmental footprint but also establishes us as a leader in the sustainable evolution of the Bio Diesel sector. This accomplishment is not only a reflection of our Company's ethos but also underscores our commitment to contributing to the larger national and global environmental goals. We firmly believe that sustainability serves as a fundamental driver for long-term success, and we remain dedicated to playing our role in fostering a greener and more sustainable future.
We are confident that this milestone, coupled with the prospect of accruing additional income over the ensuing of approx 21 years, will be met with favor by the Company and our stakeholders.
allotment of shares during the year:
1. On December 14, 2023, the Board of Directors of your Company has approved to create, issue, offer and allot, up to 7,08,600 ("Seven Lakhs Eight Thousand Six Hundred Only") Equity shares of ' 10.00 each, on preferential basis to the Promoters/Non-Promoters/Public Category shareholder of the Company on such terms and conditions as may be determined by the Board and subject to the approval of the Shareholders of the Company at the Extra Ordinary General Meeting to be held on January 06, 2024 and applicable regulatory authorities as the case may be, in accordance with the SEBI ICDR Regulations, Companies Act, 2013 and other applicable laws.
Following the approval of the shareholders at the Extra Ordinary General Meeting held on January 6, 2024, and upon receipt of the application money, the Board of Directors of the Company, on January 28, 2024, allotted 6,35,600 Equity Shares with a face value of ' 10.00 each. These shares were issued for cash at a price of ' 780.00 per Equity Share, which
includes a share premium of ' 770.00 per Equity Share. The total amount raised from this allotment is ' 49,57,68,000.00 (Rupees Forty-Nine Crore Fifty-Seven Lakh Sixty-Eight Thousand Only), and the shares were allotted on a preferential basis to Promoters/Non-Promoters/Public.
2. Further, Board of Directors of your Company has on March 02, 2024, has issued and allotted 9,09,216 fully paid-up equity shares of Kotyark Industries Limited ( 'Company'), of face value 10.00 each, to eligible shareholders of Yamuna Bio Energy Private Limited, in the share exchange ratio of 14:100 (i.e. 14 equity shares of Kotyark Industries Limited against every 100 shares of Yamuna Bio Energy Pvt. Ltd.) as provided in the Scheme of Amalgamation as approved by National Company Law Tribunal ('NCLT'), Ahmedabad Division Bench-Court-2 ('Hon'ble NCLT') vide order dated 12.12.2023 vide CP (CAA)/31(AHM) 2023 in CA (CAA)/14(AHM) 2023.
change in capital structure:
1. Authorized Capital
During the year under review, the Authorized share capital of the
Company has been increased in the manner as described below:
• In the Annual General Meeting duly convened on September 26, 2024, shareholders approved the agenda to increase the Authorized share capital from ' 9,00,00,000.00 (Rupees Nine Crore Only) divided into 90,00,000 Equity shares of ' 10.00 each to 16,00,00,000 (Rupees Sixteen Crore Only) divided into 1,60,00,000 Equity shares of ' 10.00 each.
• Subsequently, due to the amalgamation of our Company with Yamuna Bio Energy Private Limited (Transferee Company), the share capital of the transferee Company was merged with the share capital of our Company, raising our Authorized share capital to ' 23,00,00,000.00 (Rupees Twenty Three Crore Only) divided into 2,30,00,000 Equity shares of ' 10.00 each.
2. Issued, Subscribed & Paid-Up Capital
• During the year under review, following changes took place in the Issued, Subscribed & Paid-Up Capital of the Company:
I. The Board of Directors in their Meeting held on January 28, 2024, approved, issue & Allotted 6,35,600 Equity Shares on preferential Basis of face value of ' 10.00 each fully paid at Issue Price of ' 780.00. The entire issue proceeds have been utilized as stated in the Offer Document, in the financial year 2023-24.
The objects of issue and utilization of fund under Preferential Issue of Equity Shares are as under:
Sr. No.
|
Objects
|
Allocation
|
Fund Utilization
|
1
|
The proceeds of the Preferential Issue will be utilized for prepayment of borrowings of the Company, meeting future funding requirements, working capital and other general corporate purposes of the Company.
|
4,95768
|
4,95768
|
Total
|
|
4,957.68
|
4,957.68
|
There was no deviation/variation in the utilization of the funds raised through issue of equity shares on preferential basis.
II. On approval Scheme of Amalgamation, the Board of Directors has on March 02, 2024, has issued and allotted 9,09,216 fully paid-up equity shares of Kotyark Industries Limited of face value 10.00 each, to eligible shareholders of Yamuna Bio Energy Private Limited.
Consequently, the issued, subscribed and paid-up equity share capital of the Company stands increased to ' 10,27,91,160.00 (divided into 1,02,79,116 equity shares of face value of ' 10.00 each) from ' 9,36,99,000/-divided into 93,69,900 equity shares of face value of ' 10.00 each). Equity shares allotted shall rank pari-passu with the existing equity shares of the Company in all respects.
Ý During the period under review, your Company has not bought back any of its securities/has not issued any Sweat Equity Shares/has not issued shares with Differential Voting rights/has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholder.
Ý Presently, the paid up share capital of the Company is ' 10,27,91,160 (divided into 1,02,79,116 equity shares of face value of ' 10.00 each).
statement of deviation(s) or variation:
As per the report submitted to the National Stock Exchange on 1705.2024, there is no deviation or variations observed in the utilization of funds raised through preferential issue. The same is available on the website of the Company and can be accessed at: https://www.kotyark.com/ files/ugd/e196d6 e076c2b9933c4bb5a0cccdc33048de97.pdf?index=true
secretarial standards of icsi:
The Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India and approved by the Central Government.
OMC order status:
During the FY 2023-24, Kotyark Industries Limited and Yamuna Bio Energy Private Limited were applied for the Tender of Supply of Bio diesel issued by the OMC for various location in india. Both the Company has been awarded with the allocation of the order of supply of Bio diesel against their tender application and the same has been already disseminated with the exchange for the public information.
The updated status as on June 30, 2024 of the OMC order book for FY 2023-24 are mentioned in below table:
Sr.
|
Date of Intimation to Exchange
|
|
(Data in "KL")
|
|
No.
|
|
Allocated Quantity in tender
|
"PO" issued by OMC
|
Letter of Indent (LOI) issued by OMC
|
Supply made by Company against LOI
|
1
|
Kotyark Industries Limited
|
1,54,867
|
56,035.44
|
27,076
|
26,956
|
2
|
Yamuna Bio Energy Private Ltd.
|
42,303
|
10,121
|
8,757.50
|
8,757.50
|
|
Total
|
1,97,170
|
66,156.44
|
35,833.50
|
35,713.50
|
*Link of NSE w.r.t OMC order update:
1] https://nsearchives.nseindia.com/corporate/KOTYARK 01042023195443 KIL Bagging of order of Biodiesel.pdf
2] https://nsearchives.nseindia.com/corporate/KOTYARK 06072023154742 Orders.pdf
3] https://nsearchives.nseindia.com/corporate/KOTYARK 05102023231147 Tender.pdf
4] https://nsearchives.nseindia.com/corporate/KOTYARK 09012024145657 Orders.pdf
Note: The Company shall receive the Letter of Indent (LOI) and Purchase Order (PO) in due course. The supply of bio diesel is subject to the Company receiving LOI (Supply order) within the reasonable time period before expiry date mentioned in respective PO. Historically, we have observed that LOI for some of the allocation quantity were not received.
contracts or arrangements with related parties:
All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure-B
The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.
In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Company's website at: https://www.kotyark.com/ files/ugd/e196d6
f564ade23340472ba70eabc627606c0a.pdf?index=true
disclosure of remuneration:
In terms of the provisions of Section 197(12) of the Act 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 will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure-O, which forms part of this Report.
directors and key managerial personnel:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the financial year 2023-24.
None of the Directors is disqualified as on 31st March, 2024 from being appointed as a Director under Section 164 of the Act.
1. Constitution of Board:
As on the date of this report, the Board comprises of the following Directors:
Name of
|
Category Cum
|
Date of
|
Date of Appointment
|
Total
|
No. of Committee1
|
No. of
|
Director
|
Designation
|
Original
Appointment
|
at current Term & designation
|
Director Ships in other co.1
|
in which Director is Members
|
in which Director is Chairman
|
shares held as on 31.03.2024
|
Mr. Gaurang
Rameshchandra
Shah
|
Chairman cum Managing Director
|
12.12.2018
|
09.08.2021 Chairman cum Managing Director
|
2
|
1
|
|
51,55,335 Equity Shares
|
Mrs. Dhruti Mihir Shah
|
Whole-Time
Director
|
30.12.2016
|
09.08.2021
Whole-Time Director
|
-
|
1
|
-
|
95,594
Equity Shares
|
Mrs. Bhaviniben Gaurang Shah
|
Non-Executive
Director
|
24.072021
|
09.08.2021
Non-Executive
Director
|
1
|
1
|
|
8,83,887 Equity Shares
|
Mr. Akshay Jayrajbhai Shah
|
Non-Executive
|
|
09.08.2021
|
4
|
3
|
2
|
-
|
Mr. Harsh
Mukeshbhai
Parikh
|
Independent
Director
|
09.08.2021
|
Non-Executive Independent Director
|
-
|
3
|
1
|
-
|
'Committee includes Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee across all Public Companies including our Company.
The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations. The members may take the note of the Composition of Board and Committees on Company's website at: https://www.kotyark.com/ files/ugd/ e196d6 87289d69dbfd4fc5bd9335788ef3985e.pdf
2. Composition of Key Managerial Personnel (KMP):
During financial year 2023-24, In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Gaurang Rameshchandra Shah who is acting as Chairman cum Managing Director & Mrs. Dhruti Mihir Shah as Whole time Director of the Company.
Company has appointed Mr. Amish Dhirajlal Shah as Chief Financial Officer of the Company w.e.f October 31, 2023 & the Company appointed Mr. Bhavesh Nagar as a Company Secretary and Compliance Officer of the Company w.e.f. December 01, 2022.
3. Appointment/Cessation of Directors/KMP during the Year:
During the financial year 2023-24, Ms. Priyanka Atodaria resigned from her position as Chief Financial Officer of the Company, effective October 30, 2023. In her place, Mr. Amish Dhirajlal Shah has been appointed as the Chief Financial Officer of the Company, with effect from October 31, 2023.
As on date of this report, Mr. Amish Dhirajlal Shah has resigned from the post of Chief Financial Officer w.e.f, 04.09.2024. In his Place Mrs. Dhruti Mihir Shah, who is Whole time director of the Company, has appointed as Chief Financial Officer of the Company w.e.f. 05.09.2024.
4. Retirement by rotation:
Mrs. Dhruti Mihir Shah (DIN: 07664924), Whole-Time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.
Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/appointment as Director are also provided in Notes to the Notice convening the 08th Annual General meeting.
5. Disclosure by Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under Section 165 of the Companies Act, 2013.
6. Declaration by the independent directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Act. All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
A separate meeting of Independent Directors was held on March 30, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
public deposit:
The Company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
corporate social responsibility initiative:
Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Act.
The details of CSR activities undertaken during the financial year 2023-24, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure-D and forms part of this report.
The Corporate Social Responsibility Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark.com/ files/ugd/ e196d6 13f5f645002c4036a611b88753d14bdd.pdf?index=true
internal financial control systems and their adequacy:
The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.
The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.
The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.
auditors & auditors' report:
1. Internal Auditor:
Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s. Ravi Shah & Co., Chartered Accountants, Nadiad, [ICAI Firm Registration No.: 121394W], as the Internal Auditors of the Company for the financial year 2023-24.
The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence, do not call for any further explanation/s by the Company.
2. Statutory Auditor and their Report:
In line with the requirements of Section 139(2) the Companies Act, 2013, M/s. Manubhai & Shah LLP., Chartered Accountants, Ahmedabad (FRN: 106041W), was appointed as Statutory Auditor of the Company at the 07th AGM held on September 26, 2023 for a term of 1 year to hold office from the conclusion of the said meeting till the conclusion of 08th AGM to be held in the year 2024.
Based on the recommendations of the Audit Committee, the Board of Directors of the Company at its board meeting, has recommended the re-appointment of M/s. Manubhai & Shah LLP,, Chartered Accountants, Ahmedabad (FRN: 106041W), as the Statutory Auditor of the Company to hold office for a term of 2 years from the 08th AGM till the conclusion of the 10th AGM to be held in the year 2026 and will be placed for the approval of the shareholders at the ensuing AGM. The Company has received a confirmation from M/s. Manubhai & Shah LLP, Chartered
Accountants, that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of Companies Act, 2013 and meet the criteria for appointment as specified in Section 141 of the Companies Act, 2013.
The statutory Auditors' Report forms part of the Annual Report. The Auditors' Report issued by the Statutory Auditors, M/s. Manubhai & Shah LLP, on the Standalone and Consolidated Financial Statement for the financial year ended 31st March, 2024 are with unmodified opinion, self-explanatory and do not call for any further comments. The Statutory Auditors' Report does not contain any qualification, reservation or adverse remark
on the financial Statements of the Company. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
3. Secretarial Auditor and their Report:
Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. SCS and Co. LLP, Practicing Company Secretaries, Ahmedabad,
to conduct Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report in Form MR-3 for the financial year 2023-24 is annexed to this report as an Annexure-E.
The reply of management against the observation/Remarks made by Secretarial Auditor in their Secretarial Audit Report are as under:
Observation/Remarks made by Secretarial Auditor
|
Reply of management
|
Sr.
|
Compliance
|
Deviations & Observations/Remarks of the
|
against the observation/ Remarks made by Secretarial Auditor
|
No.
|
Requirement
(Regulations/
Circulars/
Guidelines Including Specific Clause)
|
Practicing Company Secretary
|
|
1.
|
Regulation 3(5) & 3(6)
|
• Deviations:
|
Delay was unintentional, to
|
|
of SEBI (Prohibition of Insider Trading) Regulations, 2015.
|
Delay by Company in entering few of UPSI Sharing Entries in software (Structured Digital Database)
|
make all compliance within due date, UPSI sharing entries into software got delayed.
|
|
|
• Observations/Remarks of the Practicing Company Secretary:
Delay by Company in entering few of UPSI Sharing Entries in software (Structured Digital Database)
|
Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons.
|
2.
|
System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020).
|
• Deviations:
There was delay in reporting of information of Designated Persons under System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020).
|
The Management will now ensure timely updation of details of Directors & Designated persons in SDD details with designated Depository.
|
|
|
• Observations/Remarks of the Practicing Company Secretary:
|
|
|
|
Change (Addition/Deletion) in Designated Persons was not updated on the same day as required under SEBI Circular No. SEBI/HO/ISD/ISD/ CIR/P/2020/168 dated September 9, 2020.
|
|
3.
|
Regulation 29(2) of Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers
|
• Deviations:
Delay in submission of disclosure of acquisition of shares via allotment pursuant to scheme of amalgamation under Regulation 29(2) of Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011. (SEBI SAST Regulations)
|
The delay was due to an inadvertent oversight. The physical copy of the acquisition of shares was submitted by our promoter/Promoter Groups on March 04, 2024. However, there
|
|
Regulations,
2011. (SEBI SAST
|
• Observations/Remarks of the Practicing Company Secretary:
|
was a delay in informing the Exchange (via email from their
|
|
Regulations).
|
Name of Date of No. of Date of Delay in Promoter/ Allotment Shares Disclosure Days Promoter Acquired Group
|
personal IDs and submitted the same on March 06, 2024.
Promoter and Promoter Group will ensure that all future disclosures are reported on time
|
|
|
Gaurang R. Shah 02.03.2024 8,91,310 06.03.2024 1 Day
|
|
|
Bhavini G. Shah 02.03.2024 15,687 06.03.2024 1 Day
|
to Company and Stock exchange
|
The reDiv of manaaement aaainst the observation/Remarks made bv Secretarial Auditor in their Secretarial Audit Reoort are as under:
Observation/Remarks made by Secretarial Auditor
|
Reply of management
|
Sr.
No.
|
Compliance
Requirement
(Regulations/
Circulars/
Guidelines Including Specific Clause)
|
Deviations & Observations/Remarks of the Practicing Company Secretary
|
against the observation/ Remarks made by Secretarial Auditor
|
4.
|
The Company has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.
|
• Deviations:
The Company has failed to intimate stock exchange about change in status of Wholly owned subsidiary.
• Observations/Remarks of the Practicing Company Secretary:
As per disclosure of events specified in Part A of Schedule III of the LODR Regulations the Company is required to intimate events/information under Regulation 30 within 24 hours of occurrence of same however the Company has failed to intimate stock exchange about change in status of Wholly owned subsidiary - M/s. Kotyark Bio Specialities Limited due to allotment of shares under Right issue on January 18, 2024.
|
The failure to inform was unintentional and occurred due to inadvertent oversight. However, upon becoming aware of this oversight, Company has promptly informed the stock exchange about the change in status of Kotyark Bio Specialities Limited.
We ensure that Company will due take care in future.
|
4. Maintenance of Cost Record and Cost Audit:
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Accordingly, such accounts and records are not made and maintained by the Company.
reporting of frauds by auditors:
During the year under review, neither the Statutory Auditors, Internal Auditors, or the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed by the Company or against your Company by its officers or employees, the details of which would need to be mentioned in the Boards' report.
board meeting:
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 25 (Twenty Five) times as May 05, 2023, May 15, 2023, May 31, 2023, June 21, 2023, July 22, 2023, August 18, 2023, September 02, 2023, September 15, 2023, September 22, 2023, October 30, 2023, November 30, 2023, December 08, 2023, December 11, 2023, December 14, 2023, December 28, 2023, December 30, 2023, January 10, 2024, January 12, 2024, January 28, 2024, January 29, 2024, February 02, 2024, February 09, 2024, March 02, 2024, March 07, 2024 and March 30, 2024.
The details of attendance of each Director at the Board Meetings are given below:
Name of Director
|
Date of original Appointment
|
Date of Cessation
|
Number of Board Meetings Eligible to attend
|
Number of Board Meetings attended
|
Presence at the NCLT Convened Meeting on 09.06.2023
|
Presence at the AGM held on 26.09.2023
|
Presence at the EGM held on 06.01.2024
|
Mr. Gaurang R. Shah
|
12/12/2018
|
'
|
25
|
25
|
Yes
|
Yes
|
Yes
|
Mrs. Dhruti M. Shah
|
30/12/2016
|
-
|
25
|
25
|
Yes
|
Yes
|
Yes
|
Mrs. Bhaviniben G. Shah
|
24/07/2021
|
-
|
25
|
25
|
Yes
|
Yes
|
Yes
|
Mr. Akshay J. Shah
|
09/08/2021
|
-
|
25
|
25
|
No
|
Yes
|
Yes
|
Mr. Harsh M. Parikh
|
09/08/2021
|
-
|
25
|
24
|
No
|
Yes
|
Yes
|
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Act.
general meetings:
During the year under review, the following General Meetings were held, the details of which are given as under:
Sr. No. Type of General Meeting
|
Date of General Meeting
|
1. NCLT Convened Meeting of Equity Shareholders
|
June 09, 2023
|
2. Annual General Meeting
|
September 26, 2023
|
3. Extra Ordinary General Meeting
|
January 06, 2024
|
committees of board:
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.
1. Audit Committee & Policies:
Your Company has formed Audit Committee in accordance with the provisions Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof.
During the year under review, Audit Committee met 10 (Ten) times viz. on May 15, 2023, May 31, 2023, August 18, 2023, September 02, 2023, October 30, 2023, December 28, 2023, December 30, 2023, January 29, 2024, February 02, 2024, and February 09, 2024.
The composition of the Committee and the details of meetings attended by its members are given below:
Name
|
category
|
Designation
|
Number of meetings during the financial year 2023-24
|
|
|
|
Eligible to attend
|
Attended
|
Akshay Jayrajbhai Shah
|
Non-Executive
|
Chairperson
|
10
|
10
|
Harsh Mukeshbhai Parikh
|
Independent Director
|
Member
|
10
|
10
|
Gaurang Rameshchandra Shah
|
Chairman cum Managing Director
|
Member
|
10
|
10
|
Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meetings are held for the purpose of reviewing the specific item included in terms of reference of the Committee. The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company is the regular invitee at the Meeting.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
Audit Committee Policy/Charter:
The Audit Committee Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark. com/ files/ugd/e196d6 d26e4f07ff73458aa417056a232a1e2c. pdf?index=true
Whistle Blower Policy/Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the
Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.
The Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The Whistle Blower Policy of the Company is available on the website of the Company at https://www.kotyark.com/ files/ugd/ e196d6 bce804ddfa4140ffa019b21da20948ad.pdf?index=true
2. Stakeholder's Grievance & Relationship Committee & Policy:
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal of Shareholders'/ Investors' Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants, etc.
During the year under review, Stakeholder's Relationship Committee met 5 (Five) times viz. on May 15, 2023, July 22, 2023, October 30, 2023, January 28, 2024 and March 02, 2024.
The comDosition of the Committee and the details of meetings attended bv its members are aiven below:
Name
|
Category
|
Designation
|
Number of meetings during the financial year 2023-24
|
|
|
|
Eligible to attend
|
Attended
|
Harsh Mukeshbhai Parikh
|
Non-Executive
|
Chairperson
|
5
|
5
|
Akshay Jayrajbhai Shah
|
Independent Director
|
Member
|
5
|
5
|
Dhruti Mihir Shah
|
Whole-Time Director
|
Member
|
5
|
5
|
During the year, the Company had received 50 Queries/complaints from the Shareholders on e-mail and all the queries/complaints were resolved. There was no complaint pending as on March 31, 2024.
Stakeholder's Relationship Policy/Charter:
The Stakeholder's Relationship Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www. kotyark.com/ files/ugd/e196d6 81e2b03db74c4b5db0c4572e488cca59.pdf?index=true.
3. Nomination and Remuneration Committee:
The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.
During the year under review, Nomination and Remuneration Committee met 3 (Three) times viz. on September 02, 2023, October 30, 2023 and March 30, 2024.
The composition of the Committee and the details of meetings attended by its members are given below:
Name
|
Category
|
Designation
|
Number of meetings during the financial year 2023-24
|
|
|
|
Eligible to attend
|
Attended
|
Akshay Jayrajbhai Shah
|
Non-Executive
|
Chairperson
|
3
|
3
|
Harsh Mukeshbhai Parikh
|
Independent Director
|
Member
|
3
|
3
|
Bhavini Gaurang Shah
|
Non-Executive & Non-Independent
|
Member
|
3
|
3
|
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark.com/ files/ugd/
e196d6 27661cead8e549de8bf826129387cd59.pdf?index=true
sexual harassment of women at workplace:
To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment
Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company is committed to creating and maintaining a safe and conducive work environment to its employees without fear of sexual harassment, exploitation and intimidation. Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2023-24, the Company has received NIL complaints on sexual harassment, and NIL complaints remained pending as of March 31, 2024.
The Anti-Sexual Harassment Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark.com/ files/ugd/
e196d6 643bfbeae84c4ce8bda4a488b7c11a7d.pdf?index=true
energy conservation, technology absorption and foreign exchange earnings and outgo:
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 :
a
|
Conservation of Energy
|
Comments
|
|
i)
|
The steps taken or impact on conservation of energy
|
The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.
|
|
ii)
|
The steps taken by the Company for utilizing alternate sources of energy
|
The Company has not taken any step for utilizing alternate sources of energy.
|
|
iii)
|
The capital investment on energy conservation equipment
|
During the year under review, Company has not incurred any capital investment on energy conservation equipment.
|
b
|
Technology absorption
|
|
|
i)
|
The effort made towards technology absorption
|
|
|
ii)
|
The benefit derived like product improvement, cost reduction, product development or import substitution:
|
|
|
iii)
|
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
|
|
|
|
a. The details of technology imported
|
None
|
|
|
b. The year of import
|
|
|
|
c. Whether the technology has been fully absorbed
|
|
|
|
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
|
|
|
iv)
|
The expenditure incurred on Research and Development
|
|
c
|
Foreign Exchange Earnings and Outgo
|
|
|
a.
|
The Foreign Exchange earned in terms of actual inflows during the year
|
NIL
|
|
b.
|
The Foreign Exchange outgo during the year in terms of actual outflows
|
|
sebi complaints redress system (scores):
The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24. Link: https://scores.sebi.gov.in/
sebi smart ODR:
Securities and Exchange Board of India ("SEBI") has pursuant to circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 on July 31, 2023 as amended by corrigendum ref. no. SEBI/HO/OIAE/ OIAEJAD-1/P/CIR/2023/135 dated August 4, 2023, and further a master circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated August 11, 2023 ("Master Circular") introduced a common Online Dispute Resolution ("ODR") Portal to facilitate online resolution of all kinds of disputes arising in the Indian Securities Market. The dispute resolution through the ODR Portal can be initiated when within the applicable law of limitation.
The SMART ODR Portal has been setup by the 7 Market Infrastructure Institutions (MII's) together with the participation of reputed ODR Institutions.
Process to follow by Shareholders for their grievances/complaints/disputes:
Level 1
|
Lodging of grievances/
|
Shareholder(s) may raise any grievance/complaint/dispute against the Company directly with
|
|
complaints/disputes
|
the Company or its RTA, in the following manner
|
|
directly with the
|
rta
|
Company
|
|
Company or its Registrar and share transfer agent ("RTA")
|
Manager - Corporate Registry,
M/s. KFin Technologies Limited,
|
Company Secretary
M/s. Kotyark industries Limited,
|
|
|
|
Selenium, Tower- B, Plot No 31-32,
|
A/2, Shree Ganesh Nagar Housing Society,
|
|
|
|
Financial district, Nanakramguda,
|
Near Ramakaka Temple Road, Chhani,
|
|
|
|
Hyderabad-500032.
|
Vadodara-391740, Gujarat.
|
|
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|
Phone number: 91-40-67162222
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Phone number: 91-9510976156
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Email id: einward.ris@kfintech.com
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Email ID: info@kotyark.com
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Website: www.kfintech.com
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Website: www.kotyark.com
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Level 2
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SEBI SCORES Platform
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Grievances/complaints/disputes which are not resolved at Level 1, or if the shareholder is not
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satisfied with the resolution provided by the Company or RTA, then a complaint/grievance/ dispute may be raised on SEBI Complaints Redress System ("SCORES") which can be accessed
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at https://scores.sebi.gov.in
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Level 3
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ODR Portal
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In case the shareholder(s) is not satisfied with the resolution provided at Level 1 or Level 2,
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then the online dispute resolution process may be initiated through the ODR Portal within the applicable timeframe as prescribed under law. The link to the ODR Portal is https://smartodr. in/login and the same can also be accessed through our website under listing tab of investor
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relations.
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Notes:
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1)
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This is to clarify that the shareholder(s) may directly initiate dispute resolution through the ODR portal without having to go through SCORES portal, if the grievance lodged with the Company is not resolved satisfactorily,
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2)
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It may be noted that the dispute resolution through the ODR portal
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can only be initiated if such complaint/dispute is
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not pending under Level 1 or Level 2 or before any arbitral process, court, tribunal, or consumer forum or if the same is
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non-arbitrable under Indian law.
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3)
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There is no fee for registration of complaints/disputes on the ODR portal. However, the process of conciliation/arbitration through ODR portal may attract a fee and the same shall be borne by the concerned shareholder/listed entity/its RTA
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(as the case may be).
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The Master Circular for Online Dispute Resolution issued by SEBI has been uploaded on the website of the Company and can be accessed at: https://www.kotvark.com/copv-of-annual-returns.
details of complaints/queries received and redressed during April 01, 2023 to
march 31, 2024:
Platform
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Number of shareholders' complaints/Queries
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|
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pending at the beginning of the year
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Received during the year
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Redressed during the year
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pending at the end of the year
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As per RTA
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NIL
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NIL
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NIL
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NIL
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On SEBI Scores
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NIL
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NIL
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NIL
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NIL
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On Smart ODR
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NIL
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NIL
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NIL
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NIL
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On Company Mail
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0
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50
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50
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0
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code of conduct for prohibition of insider trading:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals
by employees and to maintain the highest ethical standards of dealing in Company's shares.
The Insider Trading Policy of the Company covering the "Code of practices and procedures for Fair disclosures of unpublished price sensitive information" is available onthe websitehttps://www.kotyark. com/ files/ugd/e196d6 7fffdc7757b3436d9f1bbd7fd45b7ff2.pdf
Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ('PIT Regulations'). The Company has installed SDD Services.
Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of PIT Regulations.
performance evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Section 134(3) (p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;
• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
• In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
The Performance Evaluation Policy, as adopted by the Board of Directors, is placed on the website of the Company at: https://www.kotyark.com/ files/ugd/
e196d6 6bb1a409e279432fbd11cd777b07ab1b.pdf?index=true
shareholding pattern as on 31.03.2024:
Category
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No. of
Shareholders
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No. of
shares held
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% of holding
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Promoter and Promoter Group
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5
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69,54,222
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6765
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Body Corporate
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52
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1,27,900
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1.24
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H U F
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125
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2,28,000
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2.22
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Resident Individuals
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2,834
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26,91,394
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26.19
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Alternative Investment Fund
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3
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62,000
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0.60
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Foreign Portfolio Investors Category I
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4
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96,400
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0.94
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Non-Resident Indians
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98
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1,19,200
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1.16
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total
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3,121
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1,02,79,116
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100
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Ý
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Promoter and Promoter Group 6765%
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Ý
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Body Corporate 1.24%
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H U F 2.22%
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Resident Individuals 26.19%
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Ý
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Alternative Investment Fund 0.60%
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Ý
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Foreign Portfolio Investors Category I 0.94%
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Ý
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Non-Resident Indians 1.16%
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dematerialization of shares:
The Company has entered into Tripartite Agreement with the depositories, National Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. To facilitate this process, the Company has appointed M/s. Kfin Technologies Limited, as its registrar and Share Transfer Agent. Furthermore, all the outstanding shares of the Company as on March 31, 2024 are in dematerialized form.
listing information:
The Company's equity shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited with Symbol "KOTYARK" and ISIN: "INE0J0B01017':
The Company is regular in payment of Annual Listing Fees. The Company has paid ' 24,96,434.00 (Inclusive of GST) to National Stock Exchange of India Limited as Annual Listing Fees for the Financial Year 2024-25 based on NSE's recent notification of calculating Annual fees on Market Capitalization
the details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:
During the Financial Year 2023-24, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
directors' responsibility statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made 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 at the end of the financial year and of the profit or loss of the Company for that year;
c) The Directors had 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) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.
e) The Directors had laid down the 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 were adequate and operating effectively.
risk management:
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. At present, the Company has not identified any element of risk which may perceptibly threaten the existence of the Company
The Risk Management Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark. com/ files/ugd/e196d6 dfc682d9ba814edba7347fef2e97aabf. pdf?index=true
corporate governance:
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our Company has been listed on Emerge Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to
(i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.
management discussion and analysis report:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report.
industrial relations:
During the year under review, industrial relations remained harmonious at all our offices and establishments.
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.kotyark.com containing information about the Company.
The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
general disclosure:
Your Directors state that the Company has made disclosures in this report for the items prescribed in Section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations, to the extent the transactions took place on those items during the year. Your Directors further 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;
(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
(iii) There is no revision in the Board Report or Financial Statement;
green initiatives:
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website www.kotvark.com.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.
Registered office: By order of the Board of Directors
2nd Floor, A-3 Shree Ganesh Nagar Housing Society, For, KOTYARK INDUSTRIES LIMITED
Ramakaka Temple Road, Chhani, Vadodara - 391740
Dhruti M. Shah Gaurang R. Shah
Place: Vadodara Whole-Time Director Chairman cum Managing Director
Date: 04.09.2024 DIN: 07664924 DIN: 03502841
1
Excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.
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