To,
The Members TINE AGRO LIMITED
(Formerly known as Kansal Fibres Limited)
The Directors' present the Annual report on the business and operations of your Company forthe year 2022-2023.
FINANCIAL PERFORMANCE OF THE COMPANY:
For the year ended 31st March, 2023, your Company has reported total revenue and net profit after taxation of Rs. 7,70,48,151/- and Rs. 1,01,918/-respectively. Last year total revenue was Rs. 11,26,62,267/- and Rs. 124105.
NATURE OF BUSINESS:
During the year company has started its operations in Agricultural and related activities.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.
TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves.
DIVIDEND:
In view of losses, your Directors do not recommend any dividend during the year.
SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2023 was Rs. 56,729,000. However, the Company has received the Approval Order from the NCLT Ahmedabad Bench as on 06th February, 2023 of scheme of the Reduction of Paid- Up Share Capital of the Company which was filled by the Company. The Company's Paid up Share Capital after the approval of the Stock Exchange is Rs. 1134580 includes 113458 Equity Shares of Rs. 10/- each.
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
B) Issue of sweat equity shares
During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options
D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
FINANCE:
Company has not borrowed any Loan from any Bank or Financial Institution during the yearunder review.
FIXED DEPOSITS :
The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2023.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the notes to the Financial Statements.
EMPLOYEE RELATIONS :
Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.
RISK MANAGEMENT POLICY :
Risk management is embedded in your company's operating framework. Your company believes that managing risk helps in maximizing returns. The company's approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the
Audit Committee. Some of the risks that the company is exposed to are:
Commodity Price Risks:
The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking. Inventory management and proactive vendor development practices. The Company's reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.
Regulatory Risks
The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.
Strategic Risks
Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.
DIRECTORS:
a) Changes in Directors and Key Managerial Personnel:
During the year following Changes made in the Directors and Key Managerial Personnel:
Mr. Akshaykumar N. Patel was appointed as Managing Director by the Board of the Company w.e.f. 09/06/2022.
Mr. Apurvkumar Pankajbhai Patel appointed as a Non-Executive Non-Independent Director of the Company w.e.f. 29/03/2023.
Mr. Apurvkumar Pankajbhai Patel will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.
Ms. Shivangi Bipinchandra Gajjar appointed as an Independent Director by the Board of the Company w.e.f. 14/04/2023.
Mr. Pawansut Swami appointed as Company Secretary cum compliance officer of the Company on 03/05/2023.
Mr. Karan Bairwa was resigned from the post of Managing Director of the Company w.e.f. 27/05/2022.
Mr. Akshay Hiteshkumar Soni was resigned from the Post of Non-Executive Non Independent Director of the Company w.e.f. 29/03/2023.
Mr. Rajendra Singh was resigned from the Post of Director of the Company w.e.f. 14/04/2023.
Mr. Vinay Kumar Jain was resigned from the Post of Company Secretary cum Compliance officer of the Company
b) Declaration by an Independent Director(s) and reappointment, if any
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
c) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
d) Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
e) Number of Meetings of the Board of Directors and Audit Committee
Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.
During the year the Company has held 07 (Seven) Board Meetings as against the minimum requirement of 04 meetings. The meetings were held on 27/05/2022, 09/06/2022, 10/08/2022, 03/09/2022, 14/11/2022, 09/02/2023, 18/03/2023 and 29/03/2023.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company drew remuneration of Rs. 60,00,000/- or more per annum / Rs. 5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(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 and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(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.
RELATED PARTY TRANSACTIONS:
a. There are transactions entered into between related parties as follows:
• Directors & Key Managerial Personnel:-
• Entities Over Which Parties Listed in Mentioned Above Exercise Control:-
• Related Party Transactions
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
However, the Company has received the approval Order from the National Company Law Tribunal, Ahmedabad Bench as on 06th February, 2023 regarding the Scheme of Reduction of Paid-up Share Capital of the Company. But there will no any impact on the going concern status of the Company.
AUDITORS AND THEIR REPORT AND BOARD COMMENT ON IT:
A. Statutory Auditors
The Company's Auditors, M/s. V S S B & Associates, Chartered Accountants, Ahmedabad, retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM held in year 2024.
Audit Report of the Statutory Auditor
The Statutory Auditor has given favorable Report for the Financial year ended as on 31.03.2023. There is no any qualification mark in the Audit Report.
B. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Dharti Patel & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for financial year 2022-23 issued by M/s. Dharti Patel & Associates, Practicing Company Secretaries has been attached with this Report.
Audit Report of the Secretarial Auditor
The Secretarial Auditor has given the following mark in its Report for the Financial year ended as on 31.03.2023.
- During the year under review Company has not appointed the Chief Financial Officer (CFO)
Board Reply on Comment:
The Company is in the Process of Appointment of Chief Financial Officer of the Company and it will be appointed soon on the Board.
INTERNAL AUDIT & CONTROLS:
Though the Company has not appointed any chartered accountant as internal auditor, the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency, effectiveness of the systems are taken care of properly.
Moreover, it is to be noted that the quantum of the day-to-day transactions as well as turnover are of small size and hence, internal auditor has not been appointed.
CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION & ANALYSIS:
The Paid-up Share Capital and Net worth of the Company is Less than the threshold limit of the requirement of applicability of Corporate Governance. So the Corporate Governance is not applicable to Company
The Management Discussion and Analysis Report forms part of this Annual Report for the year ended 31st March, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are as follow.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Corporate Social Responsibility is Not Applicable to the Company.
HUMAN RESOURCES:
Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
EXTRACT OF THE ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT- 9.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate of internal financial controls with reference to the Financial Statements during the year under review.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.
LISTING WITH STOCK EXCHANGES:
Companies Shares are Listed on BSE Limited.
ACKNOWLEDGMENT:
The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.