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You can view full text of the latest Director's Report for the company.

BSE: 537784ISIN: INE576P01019INDUSTRY: Logistics - Warehousing/Supply Chain/Others

BSE   ` 7.41   Open: 7.41   Today's Range 7.41
7.41
-1.79 ( -24.16 %) Prev Close: 9.20 52 Week Range 7.41
19.60
Year End :2024-03 

Your Directors are pleased to present their 13th Annual Report on the business and operations of your
Company together with the Audited Accounts for the year ended 31st March, 2024.

The Financial performance of the Company for the year ended 31st March, 2024 is summarized below:-

Particulars

31st March 2024

31st March 2023

(Rs.in 000)

(Rs.in 000)

Profit/loss before exceptional & extraordinary item

7,312

6,970

Less: Exceptional item

-

-

Profit/loss before exceptional item

7,312

6,970

Less: Extraordinary Item

-

-

Profit before taxation

7,312

6,970

Less: Provision for Taxation

1,539

1,087

Add: MAT credit entitlement

1931

-

Less: Previous Year T ax

109

90

(Less) / Add: Deferred T ax Liability

(1,541)

(1,147)

Profit after tax

6,054

4,646

COMPANYS PERFORMANCE

During the year under review the Company has generated total revenue from operations for FY 2023-24 of
Rs.(in 000) 48,847 as compared to Rs.(in 000) 47,821 in previous FY 2022-23. Profit before taxation is Rs .(in
000) 7,312 against Rs.(in 000) 6,970 in the previous year. Profit after tax (“PAT”) for the year is Rs. (in 000)
6,054 as compared to Rs.(in 000) 4,646 for previous FY 2022-23.

SHARE CAPITAL

The paid up equity capital as on March 31, 2024 was Rs.5,08,40,000 (Five Crores Eight Lacs Forty Thousand).
The Company does not issued any Shares during the year, and neither issued any bonus shares nor granted
stock options nor sweat equity during the year under review.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not
recommend any dividend for the year ended 31st March, 2024.

TRANSFER TO RESERVES

The Board of the company has not proposed any amount to carry to its reserves.

ANNUAL RETURN

In accordance with the Companies Act 2013, the annual return in the prescribed format is available on the
website of the Company at
www.karnimatacoldstorage.com

DETAILS OF SUBSIDIARY. IOINT VENTURE OR ASSOCIATES

Companies which has become/ceased to be subsidiaries, JVs or Associates during the year: Not Applicable.

The provisions of the Rule 8(1) of the Chapter IX Rules are not applicable to the company as the Company
does not have any subsidiaries, associates and joint ventures.

INFORMATION TECHNOLOGY AND COMMUNICATION

The Company continues to adopt and use the latest technologies to improve the productivity and quality of its
services to meet the current and emerging business needs.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) of the Companies Act, 2013, read with Rule 8 (3) of Companies (Accounts) Rules,
2014, the relevant information is given below:

CONSERVATION OF ENERGY

RESEARCH AND DEVELOPMENT

The Company has no formal research and development department but the Company is continuously making
efforts to strength research and development activities to improve quality and reduce cost.

TECHNOLOGY IMPORT ABSORPTION

The Company has not imported any technology. Indigenous technology available is continuously upgraded to
improve overall performance. The Company has not made any expenditure on Research & Development
throughout the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no earnings and outgo in foreign exchange.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year.

Mrs. Asha Ladia, Non-executive director of the Company liable to retire by rotation and being eligible offered
herself for re-appointment and Mrs. Mandeep Kaur Jaiswal is appointed as a non-executive independent
director of the company with effect from 30th May 2024 subject to approval of shareholders in Annual General
Meeting.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that
they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing
Regulations. They have registered their names in the Independent Directors data-bank. They have also
affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the
opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act
and Listing Regulations and are independent of the management.

BOARD 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 the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015 (“SEBI Listing Regulations”).

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 individual
directors on the basis of 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 a separate meeting of independent directors, performance of non-independent directors and the board as a
whole was evaluated, taking into account the views of executive directors and non-executive directors. The
same was discussed in the board meeting that followed the meeting of the independent directors, at which the
performance of the board, its committees, and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the independent director being
evaluated.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment and remuneration provided in Section 178(3) of the Act has
been disclosed in the Corporate Governance Report, which is a part of this report.

MEETINGS

Four meetings of the board were held during the year. For details of meetings of the board, please refer to the
Corporate Governance Report, which is a part of this report.

AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance
Report, which is a part of this report.

In terms of Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it
is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2024; the
applicable accounting standards have been followed along with proper explanation relating to
material departure.

b) That the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 of the Company for
the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the financial year ended 31st March, 2024 on a
going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2023-24
:

Name of the directors

Ratio to median remuneration

Executive directors

Pradip Lodha

0.17

b. The percentage increase in remuneration of each director, chief executive officer, chief
financial officer, company secretary in the financial year 2023-24:

Directors, Chief Executive Officer, Chief Financial
Officer and Company Secretary

% increase in
remuneration
in the
financial
year

Mr. Pradip Lodha, Managing Director

-

Mr. Aman Lodha, Chief Financial Officer

-

Ms. Varsha Gupta, Company Secretary

9.09

c. The percentage increase/ (decrease) in the median remuneration of employees in the financial
year: -7.94%

d. The number of permanent employees on the rolls of Company: 15

e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year: The Average annual increase is 8.21%

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key
Managerial Personnel and other employees.

Notes

The Non-Executive directors are entitled for sitting fees as per the statutory provisions. The details of
remuneration paid to Non-Executive directors are disclosed in the corporate governance Report's point no.6.
Hence, the ratio of remuneration and percentage increase for Non-Executive director's remuneration is
therefore not considered for the above purpose.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 (1) of the
Companies Act, 2013 during the year under review. There are no transactions to be reported in Form AOC - 2.

CODE OF CONDUCT

The details in respect of code of conduct is included in the Corporate Governance report, which is a part of this
report.

PUBLIC ISSUE

During the year under review, the Company has not issued any securities to the public.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company framed a policy to provide a channel to the employees and directors to
report to the management concerns about unethical behavior, actual or suspected fraud or violation of the
Codes of Conduct or legal or regulatory requirements, incorrect or mis-representation of any financial
statements and reports etc.

This Policy intends to cover serious concerns that could have serious impact on the operations and
performances of the Company and malpractices and events which have taken place or suspected to have taken
place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations,
negligence causing danger to public health and safety, misappropriation of monies and other matters or
activity on account of which the interest of the Company is affected and formally reported by whistle blowers
concerning its employees.

RISK MANAGEMENT POLICY

The board of directors of the Company has formed a risk management committee to frame, implement and
monitor the risk management plan for the Company. The committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continual basis.

This Policy intends to cover concerns that could have serious impacts on the operational and financial
performance of the Company. The scope of the policy is to identify, assess and treat the risk associated with
the Company and building framework and risk management programs, reviewing of the effectiveness of such
programs and collectively to achieve the target of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate
Social Responsibility) Rules, 2014]:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management
Discussion and Analysis, which is a part of this report.

STATUTORY AUDITORS

At the eleventh AGM held on June 24, 2022, the Members approved the Appointment of M/s. R C Jhawer &
Company, Chartered Accountants (Firm Registration No.310068E) as Statutory Auditors of the Company to
hold office for a period of five years from the conclusion of that AGM till the conclusion of the Sixteenth AGM
to be held in the year 2027.

The Auditors Report for the financial year 2023-24, does not contain any qualification, reservation or adverse
remark.

AUDITORS' REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the
Directors, do not call for further comments. The Auditor's report for fiscal 2023-2024 does not contain any
qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Dipika Jain, a whole time
Company Secretary in practice having Membership No. 50343 & C.P. No.18466, to undertake the Secretarial
Audit of the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit
Report. The Secretarial Audit report for financial year 2023- 2024 does not contain any qualification,
reservation or adverse remark. The Secretarial Audit report is annexed herewith as “
Annexure I” to the
Board's report in this Annual report.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, corporate governance report with auditors' certificate thereon and
management discussion and analysis are attached, which form part of this report.

INVESTOR COMPLAINTS AND COMPLIANCE

There were no complaints received during the year.

LISTING OF SHARES

The equity shares of your Company are listed on the SME Platform of BSE Limited, 25th Floor, P.J. Towers,
Dalal Street, Mumbai - 400001 and listing fees for the year 2023-24 has been paid.

ACKNOWLEDGEMENT

Your directors place on record their appreciation for co-operation and support extended by the Banks, SEBI,
Shareholders, Bankers to the Issue, RTA and farmers and Traders for their continued support extended to the
Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and
enthusiastic effort displayed by them during the year.

For and on behalf of the Board of Director
Sd/-

Date: 30th May, 2024 ASHA LADIA

Place: Paschim Medinipur (CHAIRPERSON)

Registered office:

Village - Chekuasole, P.O. - Jogerdanga, P.S.- Goaltore,

Dist - Paschim Medinipur, PIN- 721121, West Bengal