FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2025
To
The Members / Shareholders,
The Board of Directors hereby present the 42nd Annual Report of KAPIL
COTEX LIMITED (CIN: L17100MH1983PLC031114) together with the Audited Financial
Statements for the financial year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
(Amount in Lakhs)
| PARTICULARS |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
(Standalone) |
(Standalone) |
(Consolidated) |
(Consolidated) |
| Revenue from business operation |
Rs. 0.00 |
Rs. 0.00 |
Rs. 705.18 |
NA |
| Other Income |
Rs. 18.12 |
Rs. 200.23 |
Rs. 38.27 |
NA |
Total Income |
Rs. 18.12 |
Rs. 200.23 |
Rs. 743.45 |
NA |
| Operating profit before depreciation, Finance Cost, Exceptional Item and
Tax (EBITDA) |
Rs. 7.62 |
Rs. 187.58 |
Rs. (187.15) |
NA |
| Less: Depreciation & Amortization expenses |
Rs. 0.02 |
Rs. 0.08 |
Rs. 54.20 |
NA |
| Less: Finance Cost |
Rs. 0.00 |
Rs. 0.00 |
Rs. 1.20 |
NA |
Profit before tax |
Rs. 7.60 |
Rs. 187.50 |
Rs. (242.55) |
NA |
| Less: Current Tax Expenses |
Rs. 1.63 |
Rs. 33.94 |
Rs. 1.63 |
NA |
| Less: Deferred Tax Expenses |
Rs. 0.00 |
Rs. 0.00 |
Rs. (7.29) |
NA |
Net Profit for the year |
Rs. 5.97 |
Rs. 153.56 |
Rs. (236.89) |
NA |
| Add: Other Comprehensive |
Rs. (34.70) |
Rs. (83.26) |
Rs. (34.70) |
NA |
Total Comprehensive |
Rs. (28.73) |
Rs. 70.30 |
Rs. (271.59) |
NA |
Income |
|
|
|
|
| Paid up equity share capital |
191.50 |
191.50 |
191.50 |
NA |
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) |
Rs. 1.50 |
Rs. 3.67 |
Rs. (12.37) |
NA |
BUSINESS OVERVIEW:
The company is engaged in business of dyeing, bleaching, printing, combing, preparing,
spinning, weaving, manufacturing, selling, buying, importing, exporting, and otherwise
deals in yarn, linen, cloths and other goods and fabric made from raw cotton etc. However,
from last more than three years the company was not generating any revenue from its core
business operation and generating some revenue from non-core activity of Investment in
quoted equity shares.
During the year the Company also acquired 72.52% equity shares of SKYBIOTECH LIFE
SCIENCES PRIVATE LIMITED which is in the business of Manufacturing of pharmaceuticals
products which is having huge market and products demand in India and abroad.
PERFORMANCE REVIEW
Standalone:
Total revenues for the year ended 31st March, 2025 is Rs. 18,12,000/-, as against Rs.
2,00,23,000/- in the previous year. The net profit/(Loss) of the Company for the year
under review was placed is (Rs. 28,73,000/-) as against Profit of Rs. 70,30,000/- in the
previous year.
Consolidated:
During the F.Y 2024-25 the Company and its Subsidiary Company Skybiotech Life Science
Private Limited, consolidated revenue including other income stood at Rs. 705.18 Lakhs and
net profit/(Loss) of the Company for the year under review was placed is (Rs.
2,36,89,000/-)
PERFORMANCE OF THE SUBSIDIARIES OF THE COMPANY
SKYBIOTECH LIFE SCIENCES PRIVATE LIMITED
During the financial year 2024-25, Skybiotech Life Science Private Limited has reported
a total income of INR 705.18 Lakhs/- and incurred total expenditure of Rs. 975.47/- Lakhs
thus the Company incurred total Loss of INR 242.86 Lakhs/-. During the year the Company
operation was affected due to takeover process.
DIVIDEND
The Board of Directors of the company after holistically considering the financial
position of the company and the future financial needs of the company have decided not to
declare any dividend for the financial year ended March 31, 2025.
TRANSFER TO RESERVE:
The directors do not propose to transfer any amount to the General Reserve. The amounts
of net profit are carried to reserve & surplus account of the Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year, the Company has not changed its business or object and continue to be
in the same line of business as per the main object of the Company.
SHARE CAPITAL:
The issued, subscribed and paid-up equity share capital of the Company as on 31st
March, 2025 was Rs. 191.50 Lakhs comprising of 1915000 equity shares of Rs. 10/- each.
MATERIAL CHANGES & COMMITEMENTS:
There have not been any material changes and commitments affecting the financial
position of the Company between the end of the financial year of the Company as on March
31, 2025.
BOARD OF DIRECTORS:
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 requirement of having composition of Board as per Regulation 17
of Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman of
more than five Committees across all the Public Companies in which they are Director. The
necessary disclosures regarding Committee positions have been made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed
Company and is holding position of Independent Director in more than 3 Listed Company and
none of the Director of the Company is holding position as Independent Director in more
than 7 Listed Company.
None of the Directors of the Company is disqualified for appointed as Director as
specified in Section 164 (2) of the Companies Act, 2013.
During the financial year under review there were changes in the constitution of the
Board of Directors of the Company The strength of the Board of Directors on 31 March, 2025
as per MCA record was Five Directors as follows:
| S.NO |
DIN |
Name of Director |
Date of Appointment |
Designation |
| 1 |
01274428 |
POONAM PRAKASH RATHI |
14/02/2005 |
Managing Director |
| 2 |
01274080 |
YOGESH NANDLAL CHANDAK |
14/02/2005 |
Director |
| 3 |
02554166 |
RAKESH RAMSWAROOP SOMANI |
04/09/2017 |
Independent Director |
| 4 |
02632596 |
JAGDISH MANOHAR MANTRI |
07/09/2017 |
Independent Director |
| 5 |
01393087 |
PRAKASHCHANDRA RATHI |
28/06/2003 |
Director |
| 6 |
08466723 |
SANTOSH SHIVAJI PIMPARKAR |
14/11/2024 |
Director |
During the financial year under review, following changes have occurred in the
constitution of the Board of Directors of the Company:
Appointments of Directors:
| S.NO |
DIN/PAN |
Name of Director |
Date of Appointment |
Designation |
| 1 |
08466723 |
Santosh Shivaji Pimparkar |
14/11/2024 |
Director |
MEETING OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. The notice of Board meeting is given well in
advance to all the-Directors.
During the financial year under report the Board of Director's of the company have duly
met for 08 times, in respect of which meetings, proper notices were given, and the
proceedings were properly recorded and signed in the minutes book maintained for purpose.
The meetings of the Board of Directors of the Company were held on:
| S.No |
Date of Meeting |
Place of Meeting |
Present of Board |
Name of Director present at meeting |
| 1 |
20.04.2024 |
Registered Office |
4 |
Poonam Rathi |
|
|
|
|
Yogesh Chandak |
|
|
|
|
Prakashchandra Rathi |
|
|
|
|
Jagdish Mantri |
| 2 |
30.05.2024 |
Registered Office |
4 |
Poonam Rathi |
|
|
|
|
Yogesh Chandak |
|
|
|
|
Prakashchandra Rathi |
|
|
|
|
Jagdish Mantri |
| 3 |
14.08.2024 |
Registered Office |
4 |
Poonam Rathi |
|
|
|
|
Yogesh Chandak |
|
|
|
|
Prakashchandra Rathi |
|
|
|
|
Jagdish Mantri |
|
|
|
|
Rakesh Somani |
| 4 |
06.09.2024 |
Registered Office |
4 |
Poonam Rathi |
|
|
|
|
Yogesh Chandak |
|
|
|
|
Prakashchandra Rathi |
|
|
|
|
Jagdish Mantri |
|
|
|
|
Rakesh Somani |
| 5 |
14.11.2024 |
Registered Office |
5 |
Poonam Rathi |
|
|
|
|
Yogesh Chandak |
|
|
|
|
Prakashchandra Rathi |
|
|
|
|
Jagdish Mantri |
|
|
|
|
Rakesh Somani |
| 6 |
04.12.2024 |
Registered Office |
5 |
Poonam Rathi |
|
|
|
|
Yogesh Chandak |
|
|
|
|
Prakashchandra Rathi |
|
|
|
|
Jagdish Mantri |
| 7 |
13.02.2025 |
Registered Office |
5 |
Poonam Rathi |
|
|
|
|
Yogesh Chandak |
|
|
|
|
Prakashchandra Rathi |
|
|
|
|
Jagdish Mantri |
| 8 |
17.03.2025 |
Registered Office |
6 |
Poonam Rathi |
|
|
|
|
Rakesh Somani |
|
|
|
|
Prakashchandra Rathi |
|
|
|
|
Jagdish Mantri |
INDEPENDENT DIRECTORS:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company has Two Non-Promoter Non-Executive Independent Directors in line with the act. A
separate meeting Of Independent Directors was held on 14.11.2024 to review the performance
of Non-independent Directors and Board as whole and performance of the Company including
assessment of quality, quantity and timeliness of flow of information between Company
management and Board.
The Company has received necessary declaration from each director under Section 149(7)
of the Act that they meet the criteria of independence laid down in Section 149 (6) of the
act.
DIRECTOR AND KEY MANAGERIAL PERSONNEL
Following is the composition of the Board of Directors and Key Managerial Personnel of
the Company as on 31st March 2025:
| S.NO |
DIN |
Name of Director |
Date of Appointment |
Designation |
| 1 |
01274428 |
POONAM PRAKASH RATHI |
14/02/2005 |
Managing Director |
| 2 |
01274080 |
YOGESH NANDLAL CHANDAK |
14/02/2005 |
Director |
| 3 |
02554166 |
RAKESH RAMSWAROOP SOMANI |
04/09/2017 |
Independent Director |
| 4 |
02632596 |
JAGDISH MANOHAR MANTRI |
07/09/2017 |
Independent Director |
| 5 |
01393087 |
PRAKASHCHANDRA RATHI |
28/06/2003 |
Director |
| 6 |
01393087 |
PRAKASHCHANDRA RATHI |
11/06/2019 |
CFO |
| 7 |
08466723 |
SANTOSH SHIVAJI PIMPARKAR |
14/11/2024 |
Director |
| 8 |
*****6024E |
SWATI MAHESHWARI |
27/03/2019 (Till 01/10/2024) |
Company Secretary & Compliance Officer |
| 9 |
*****8958E |
NISHI JAIN |
14/11/2024 to 17/03/2025 |
Compliance Officer |
Based on the disclosures as provided by the directors or the Company in pursuance to
the provisions of Section 164 of the Companies Act 2013, none of the Directors of the
Company is found to be disqualified.
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 the Act.
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 member 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 aspect 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.
DIRECTOR RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
(a) In the preparation of the annual accounts for the year ended March 31, 2025, the
Company has followed the applicable accounting standards and there are no material
departures from the same;
(b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the profit
and loss of the Company for that period;
(c) 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) The Directors have prepared the annual accounts on a ‘going concern' basis;
(e) The Directors had laid down the internal financial Control and that internal
financial Control are adequate and were operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
COMMITTEE OF BOARD
As per the provision of the Companies Act, 2013 the Company has constituted following
committees of the Board: i. Audit Committee ii. Nomination and Remuneration Committee iii.
Stakeholder Relationship Committee
AUDIT COMMITTEE:
The Board of Director has constituted Audit Committee as per the provision of Section
177 of the Companies Act, 2013.
The Composition of Audit Committee are as follows:
| NAME |
AUDIT COMMITTEE POSITION |
DESIGNATION |
| Rakesh Ramswaroop Somani |
Chairman |
Independent Director |
| Jagdish Manohar Mantri |
Member |
Independent Director |
| Poonam Prakash Rathi |
Member |
Managing Director |
The meeting of Audit Committee was held on:
| S. No |
Date of Meeting |
Name of Member present in the meeting |
| 1 |
30/05/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
| 2 |
14/08/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
| 3 |
14/11/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
| 4 |
17/03/2025 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
NOMINATION & REMUNERATION COMMITTEE
The Board of Director has constituted Nomination & Remuneration Committee as per
the provision of Section 178 of the Companies Act, 2013.
The Composition Nomination & Remuneration Committee of are as follows:
NOMINATION & REMUNERATION COMMITTEE |
|
|
| NAME |
POSITION |
DESIGNATION |
| Rakesh Ramswaroop Somani |
Chairman |
Independent Director |
| Jagdish Manohar Mantri |
Member |
Independent Director |
| Poonam Prakash Rathi |
Member |
Managing Director |
The meeting of Nomination & Remuneration Committee was held on:
S. No |
Date of Meeting |
Name of Member present in the meeting |
| 1 |
30/05/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
| 2 |
14/08/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
| 3 |
14/11/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
| 4 |
17/03/2025 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
NOMINATION & 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 Managing Director and the Executive Directors.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at www.kapilcotexlimited.com and is annexed to this report
as Annexure A
REMUNERATION TO DIRECTOR:
The details of remuneration/sitting fees paid during the financial year 2024-2025 to
Executive Directors/ Directors of the Company is provided in Annual Return which available
on the website of Company www.kapilcotexlimited.com.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The Board of Director has constituted Stakeholder Relationship Committee as per the
provision of Section 178 of the Companies Act, 2013.
The Composition of Stakeholder Relationship Committee are as follows:
| NOMINATION & REMUNERATION COMMITTEE |
|
|
| NAME |
POSITION |
DESIGNATION |
| Rakesh Ramswaroop Somani |
Chairman |
Independent Director |
| Jagdish Manohar Mantri |
Member |
Independent Director |
| Poonam Prakash Rathi |
Member |
Managing Director |
The meeting of Stakeholder Relationship Committee was held on:
| S.No |
Date of Meeting |
Name of Member present in the meeting |
| 1 |
30/05/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
| 2 |
14/08/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
| 3 |
14/11/2024 |
Poonam Rathi |
|
|
Rakesh Somani |
|
|
Jagdish Mantri |
WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a
Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The
Company had established a mechanism for directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and
Ethics. The mechanism also provides for adequate safeguards against victimization of
directors and employees who avail of the mechanism and also provide for direct access to
the Chairman of the Audit Committee in the exceptional cases. We affirm that during the
financial year 2024-25, no employee or director was denied access to the Audit Committee.
DEPOSITS
In terms of the provisions of Sections 73 of the Act read with the Companie (Acceptance
of Deposits) Rules. 2014, the Company has not accepted any deposits during the year under
review and as such, no amount of principal or interest was outstanding as on 31st
March, 2025.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
During the year the Company has invested in 6880746 equity shares of Rs. 10 each
aggregating to Rs. 10 Crores (Rupees Ten Crores only) of SKYBIOTECH LIFESCIENCE PRIVATE
LIMITED. No Loans and Guarantees covered under the provisions of Section 186 of the
Companies Act, 2013 have been given by the Company.
ANNUAL RETURN
Annual Return extract is in the accordance with Section 92 sub-section (3) of the
Companies Act, 2013 read With Rule No. 12(l) of the Companies (Management and
Administration (Rules 2014) the copy of Annual Return has been placed on the website of
Company www.kapilcotexlimited.com. The Member may follow web link for the same
https://kapilcotexlimited.com/annualreport.
RELATED PARTY TRANSACTIONS
During the financial year under review the Company has entered into any contract or
arrangements Pursuance of the provisions of section 188(1) of the Companies Act 2013 as
mentioned below:
Details of related parties transactions: -
Details of Related Parties
| Description of Relationship |
Name of Related party |
| Key Management Personnel (KMP)-Directors |
Prakash Rathi |
| Director/Chief Financial Officer |
Jagdish Mantri |
| Prakash & Poonam Rathi are common Directors of the Company |
Spring Field Exim P Ltd. |
Details of Related party transactions during the year ended 31st March, 2025 Rs. In
Lakhs
| Type of Related Party/ Nature of Business |
Key Management Personnel |
Prakash Rathi |
Poonam Rathi |
Spring Field Exim P Ltd. |
Yogesh Chandak |
| Rent Received |
Nil |
Nil |
Nil |
Nil |
Nil |
| Directors Remuneration & Bonus |
Nil |
Nil |
Nil |
Nil |
Nil |
| Loans Taken |
Nil |
107.93 |
99.34 |
Nil |
Nil |
| Loans Re-Paid |
Nil |
75.75 |
75.00 |
Nil |
Nil |
FORM AOC 2
Form for disclosure of particular of contract/ arrangement entered into by the Company
with related parties referred to in sub-section (1) of section 188 of the Companies Act,
2013 including certain arm length transaction under third proviso thereto:
| Sr . No . |
Name(s) of the related party and nature of relationship |
Nature of Transaction |
Terms of the contracts or arrangemen ts |
Date(s) of approval by the Board |
Amount paid as advances, if any |
| 4 |
Prakashchandra Rathi Director & Promoter |
Loan |
Terms and Conditions: At arm's length basis Amount in Lakhs Rs. 200.00 |
30/05/2024 |
NIL |
| 4. |
Poonam Rathi- Managing Director |
Loan |
Terms and Conditions: At arm's length basis Amount in Lakhs Rs. 200.00 |
30/05/2024 |
NIL |
DIRECTORS REMUNERATION
The details of remuneration/sitting fees paid during the financial year 2024-25 to
Executive Directors/Directors of the Company is provided in Annual Return which is
available on the website of Company www.kapilcotexlimited.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO:
As required under section 134(3Km) of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Eaming and Outgo is as follows:
Conservation of Energy &Technology Absorption:
The Company is taking adequate steps to conserve the energy at all the levels and the
Company is also implementing various measures for reduction in consumption of energy. The
Disclosure of particulars with respect to Conservation of Energy has been attached
herewith as in FORM A as "Annexure B". There is no technology absorption
during the year under review.
Foreign Exchange Earning & Outgo:
(Amount in Lakhs)
| PARTICULAR |
FY 2024-25 |
FY 2023-24 |
| Foreign Exchange Earning |
0.00 |
0.00 |
| Foreign Exchange Outgo |
0.00 |
0.00 |
In today's economic environment, Risk Management is a very important part of business.
The Company is Exposed to inherent uncertainties owing to the sectors in-which it
operates. A key factor in determining a company's capacity to create sustainable value is
the risks that the company is willing to take (at strategic and operational levels) and
its ability to manage them effectively. Many risks exist in a company's operating
environment and they emerge on a regular basis. The Company's Risk Management processes
focuses on ensuring that these risks are identified on a timely basis and addressed.
Your Company also has a Risk Management Framework in place covering all critical areas
of operation. This framework is reviewed periodically keeping in mind the business
dynamics and external environment and provides the guidelines for managing the various
risks across the business. The Process of Risk Management include following steps: 1) Risk
Identification and Impact Assessment 2) Risk Evaluation 3) Risk Reporting and Disclosures
4) Risk Mitigating and Monitoring
INTERNAL FINANCIAL CONTROL
The Company has a proper and adequate system of internal controls. This ensures that
all transactions are authorized, recorded and reported correctly, and assets are
safeguarded and protected against loss from unauthorized use or disposition. In addition,
there are operational controls and fraud risk controls, covering the entire spectrum of
internal financial controls.
The Internal Auditor of the Company carries out review of the intemal control systems
and procedures. The internal audit reports are reviewed by Board.
Your Company has also put in place adequate internal financial controls with reference
to the financial statements commensurate with the size and nature 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.
DISCLOSURE OF REMUNERATION
Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detail of
ratio of the remuneration of each director to the median employee's remuneration are not
required to be given as the company has not paid remuneration to the directors.
There is no employee drawing remuneration of Rs. 8,50,000/- per month or
Rs.1,02,00,000/- per year, therefore the particulars of employees as required u/s 197(12)
of the Companies Act, 2013 read with Rule 5(2) and Rule (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the company.
Name of the top 10 employees in term of remuneration drawn in the financials year
2023-24:
A statement of Top-10 employees in terms of remuneration drawn as per rule 5(2) read
with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended, is annexed with the report "Annexure C".
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
Provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Govemance, although few of the information are provided in this under
relevant heading.
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 forming part of this Annual Report as "Annexure D"
AUDITORS
STATUTORY AUDITOR
M/s. SPD AND ASSOCIATES., Chartered Accountants (FRN: 139118W), is the Statutory
Auditors of the Company to hold office from the conclusion of the Annual General Meeting
of the Company for Financial year 2022-23 till the conclusion of the Annual General
Meeting to be held in the financial year 2026-27.
As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015 the Auditor has
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountant of India.
The Board of the Company has taken note of the observations of Statutory Auditor in
their report and provided their comments as below:
1. During the year under review Company has acquired shares of Skybiotech Life Sciences
Private Limited, the investment made in the shares was in excess of limit specified in
Section 186 of the Company Act, 2013.
Management Comment: During the year the company has acquired shares of 6880746
(72.52%) of Skybiotech Life Sciences Private Limited at the rate of Rs. 14.50 for an
amounted to Rs. 10 Crores, which is in excess of Limit specified under section 186 (2) of
the Company Act, 2013
However which was not previously authorised by a special resolution passed in a general
meeting, due to mistake in calculation of limit as prescribed by law, the same transaction
have been taken for ratification from members in this annual general meeting.
The Board of the Company take pleasure in stating that no any other observation has
been made by the Auditors in their report which needs any further explanation by the
Board.
INTERNAL AUDITOR
As per section 138 of the Companies Act, 2013, the Company has appointed, internal
auditors for conducting the internal audit for financial year 2024-25 as per the internal
audit standards and regulations. The internal auditor reports their findings to the audit
committee of the board. The audit function maintains its independence and objectivity
while carrying out assignments. It evaluates on a continuous basis, the adequacy and
effectiveness of internal control mechanism with interaction of KMP and functional staff.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act read with The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2019 your Company has
appointed M/s. SM Dhumal & Associates, practicing Company Secretaries firm, Pune to
conduct the Secretarial Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report is annexed herewith as "Annexure E" to this
Report.
The Board of the Company has taken note of the observations of Statutory Auditor in
their report and provided their comments as below:
1. During the year ender review CS. Swati Maheshwari Company Secretary and compliance
officer was resigned from 01st October, 2024 and to fill the vacancy, the
company has appointed CS. Nishi Jain as Company Secretary and compliance officer w.e.f. 14th
November, 2024, but company has not filed form DIR-12 for appointment of CS Nishi Jain
within 30 days from the date of appointment and before submission of Form DIR-12 with late
fees, CS. Nishi Jain was resigned w.e.f. 17th March, 2025.
Management Comment: In compliance with Corporate governance norms we have appointed
Company Secretary immediately after resignation of earlier company secretary and
compliance officer of company however being a company secretary and compliance officer it
was the responsibility of company secretary to take care of compliances and to submit
forms with ROC, the board of directors of company has passed resolution for appointment of
the company secretary however appointed company secretary has not filed form DIR-12 with
ROC and before we come to know about non-compliance she was resigned.
2. As per Section 161 (1), During the year under review company has appointed Mr.
Santosh Shivaji Pimparkar as Additional Director w.e.f. 14th November, 2024
however Form DIR-12 for appointment was not filed within 30 days.
Management Comment: we have received Resignation of Mr. Santosh Pimparkar on 28th
August, 2025.
3. As per Section 178 (1) of Company Act, 2013 the composition of Nomination and
Remuneration Committee of the is not in compliance with act.
Management Comment: the company are required to appoint one third of total
directors as independent director and we have appointed the same which is 2 director,
however Nomination and remuneration committee required three or more non-executive
directors, in our committee two directors are non-executive independent directors and one
is executive director as we no need to appoint third non-executive director however, for
good corporate governance we are proposing to appoint Mr. Vijay Chitlange as Non-Executive
director to whom we will as member of committee.
4. As per Section 186 (2)(c) of the Company Act, 2013, and on the basis of Statutory
Auditor Report dated 30th May, 2025, during the year the Company has acquire by
way of subscription, purchase or otherwise, the Equity Shares of 6880746 (72.52%) of
Skybiotech Life Sciences Private Limited at the rate of Rs. 14.50 for an amounted to Rs.
10 Crores, which was in excess of Limit specified under section 186 (2) of the Company
Act, 2013 However which was not previously authorised by a special resolution passed in a
general meeting.
Management Comment: During the year the company has acquired shares of 6880746
(72.52%) of Skybiotech Life Sciences Private Limited at the rate of Rs. 14.50 for an
amounted to Rs. 10 Crores, which is in excess of Limit specified under section 186 (2) of
the Company Act, 2013 However which was not previously authorised by a special resolution
passed in a general meeting, due to mistake in calculation of limit as prescribed by law,
the same transaction have been taken for ratification from members in this annual general
meeting.
5. As per Section 179 (3)(j) of the Company Act, 2013, the company has passed board
resolution to acquire a controlling or substantial stake in another company but as per
Section 117 (3)(g) of the Company Act, 2013 the Company has failed to file Form MGT-14.
6. As per Section 179 (3)(g) of the Company Act, 2013, the company has passed board
resolution to approve financial statement for the year ended 31st March 2024
however as per Section 117 (3)(g) of the Company Act, 2013 the Company has failed to file
Form MGT-14.
7. As per Section 96 of the Company Act, 2013, the Company had conducted its 41st
Annual General Meeting on 30th September, 2024, but as per Section 121 (2) of
the Company Act, 2013 the Company has failed to submit report of annual general meeting in
Form MGT-15 Section 121 (2) of the Company Act, 2013.
8. The company has appointed Secretarial Auditor to conduct Secretarial Audit for the
financial year 2024-25 in the meeting of board of director held on 24th June,
2025.
Management Comment: we have appointed qualified and peer reviewed firm of
Practicing Company Secretary as Secretarial Auditor not within six months from start of
financial year but well before annual general meeting and company secretary has provided
their report too.
No other observation has been made by the Secretarial Auditors in their report
regarding non-compliances of Corporate Governance Norms.
COST AUDITOR
As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost
auditors, the company was not Required to appoint Cost auditors for the financial year
2024-25.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN
THOSE REPORTABLE TO THE CENTRAL GOVERNMENT
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
During the Financial Year, company has not received any cases regarding Fraud reporting
required under Companies Amendment Act, 2015.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the work place and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
The Company has always provided a congenial atmosphere for work to all the employees
that is free from discrimination and harassment including sexual harassment. It has
provided equal opportunities of employment to all without regard to their caste, religion,
color, marital status and sex.
The company is in process of constitution of Internal Complaints Committee as required
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
The Company has not received any complaint of sexual harassment during the financial
year 2023-24.
GOING CONCERN STATUS
There is no significant or material order passed during the year by any regulator,
court or tribunal impacting the going concern status of the Company or its future
operation.
CORPORATE SOCIAL RESPONSIBILITY
According to Rule 3 (2) of The Companies (Corporate Social Responsibility Policy)
Rules, 2014 Every company which ceases to be a company covered under subsection (1) of
section 135 of the Act for three consecutive financial years shall not be required to -
b. constitute a CSR Committee; and c. comply with the provisions contained in
1[sub-section (2) to (6)] of the said section
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES
Companies which become to be Company's Subsidiary, Joint Venture or Associate Companies
as per the provision of Companies Act, 2013 during the financial year 2024-25 are as per
‘Annexure F'
| S.No Name of Company |
Nature |
Percentage of Holding |
Section |
| 1. Skybiotech Lifescience Private Limited |
Subsidiary |
72.52% |
2(87) |
MAINTENANCE OF COST RECORDS:
The Provision of section 148 of the Companies Act, 2013 with respect to the maintenance
of cost records and Cost Audit are not applicable to the Company for Financial Year
2024-25.
COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
The Board of Director confirms that the secretarial standard, as applicable to the
Company have been complied with.
MATERIAL ORDER BY TRIBUNAL OR OTHER REGULATORY BODY
There is no significant or material order passed during the year by any regulator,
court or tribunal impacting the going concern status of the Company or its future
operation.
COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES
REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:
As the company is Listed on BSE Exchange, having Paid up equity share capital not
exceeding rupees ten crore and net worth not exceeding rupees twenty five crore,
therefore, the corporate governance requirement as mentioned under SEBI (LODR), Regulation
are not applicable to the company.
THE STATE OF THE COMPANY AFFAIRS
The Directors of the Company are of the opinion that the future of the Company is
promising, primarily because of the future planning to enters into new business line.
The Directors of the Company are continuously looking for avenues for further growth of
the Company and are evaluating various areas where it can fetch good return for the
Company in the years to come. Further, during the year under review there is no changes in
nature of business of the Company.
ACKNOWLEDGEMENT
The Directors would like to express their sincere appreciation for the assistance and
co-operation received from the banks, Government authorities and members during the year
under review. The Directors also wish to place on record their deep sense of appreciation
for the committed services by the Company's executives.
CAUTIONARY NOTE
The statements forming part of the Directors' Report may contain certain
forward-looking remarks within the meaning of applicable provisions of the Companies Act,
2013 and rules made there under. Many factors could cause the actual results, performances
or achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward looking
statements. This Report should be read in conjunction with the financial statements
included herein and the notes thereto.
BY THE ORDER OF BOARD OF DIRECTORS |
|
FOR KAPIL COTEX LIMITED |
|
SD/- |
SD/- |
Poonam Prakash Rathi |
Prakashchandra Rathi |
| (Managing Director) |
Director and CFO |
| DIN: 01274428 |
DIN: 01393087 |
| Date: 28/08/2025 |
|
| Place: Chh. Sambhajinagar |
|
|