Your Directors have pleasure in presenting the 45th (Forty Fifth) Annual Report together with
Audited Financial Statement of your Company for the year ended 31st March 2025.
FINANCIAL HIGHLIGHTS (STANDALONE)
The Company's financial performances for the year under review along with previous year's
figure are given hereunder:
in '00')
|
Particulars
|
For the year ended on
|
For the year ended
|
| |
31st March 2025
|
on 31st March 2024
|
|
Income from Operations
|
42,432.46
|
42,706.90
|
|
Other Income
|
46,287.89
|
43,054.27
|
|
Total Income
|
88,720.35
|
85,761.17
|
|
Total Expenditure'
|
93,802.11
|
86,896.89
|
|
Profit/(loss) before tax
|
(5081.76)
|
(1,135.73)
|
|
Less: Provision for Taxation
|
|
|
|
(i) Current Year
|
-
|
-
|
|
(ii) Earlier Year Adjustment
|
-
|
27.61
|
|
(iii) Deferred Tax
|
(145.08)
|
304.67
|
|
Profit/(Loss) After Tax
|
(4,936.68)
|
(1468.01)
|
REVIEW OF BUSINESSS OPERATIONS
Construction and Civil Works
The Company is operating in construction and civil works traditionally and also in trading
activities. The Company always leads in providing construction and civil work solutions in the
Indian market. Moreover, the Company is hoping to achieve more growth in the upcoming
financial years.
DIVIDEND AND RESERVES
Considering the current market scenario and th e loss incurred by the Company, your Directors
do not recommend any dividend and have not transferred any amount to Reserve for the
financial year ended 31st March, 2025.
CHANGES IN NATURE OF BUSINESS IF ANY
The company carrying the same business as it is carrying out in the preceding financial years.
CAPITAL STRUCTURE
During the year under review, there has been no change in the capital structure of the
company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year to which the financial statements relates and
the date of the approval of the Directors Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received from its Independent Directors the necessary declaration that they
meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
BOARD MEETINGS
During the financial year 2024-25, 6 meetings of the Board of Directors of the Company were
held on the following dates:
01st May 2024, 30th May 2024, 03rd August 2024, 31st August 2024, 12th November 2024 and
12th February, 2025.
The gap between two consecutive Board Meetings did not exceed 120 days.
Number of meetings attended by the Board of Directors:
|
S. No.
|
Name of Director
|
No. of Meetings Attended
|
|
1
|
Manoj Kumar Bansal
|
6
|
|
2
|
Paaven Bansal
|
3
|
|
3
|
Achal Kapoor
|
6
|
|
4
|
Anupma Kashyap
|
1
|
|
5
|
Vikas Bansal
|
6
|
|
6
|
Preeti
|
5
|
COMMITTEE OF THE BOARD AND MEETINGS
The Board of Directors of the Company has constituted the following committees.
AUDIT COMMITTEE
The terms of reference of the Audit Committee is as specified in Section 177 of the Companies
Act, 2013. During the financial year 2024-2025, 5 meetings of the Audit Committee were held
on the following dates:
30th May, 2024, 03rd August 2024, 31st August 2024, 12th November 2024 and 12th February
2025.
The composition and number of meetings attended by the members of the Audit Committee is
as follows:
|
Name of Director
|
Category
|
Position
|
No. of Meetings
Attended
|
|
Ms. Preeti
|
Independent Director
|
Chairman
|
5
|
|
Mr. Achal Kapoor
|
Independent Director
|
Member
|
5
|
|
Mr. Manoj Kumar Bansal
|
Managing Director
|
Member
|
5
|
NOMINATION AND REMUNERATION COMMITTEE
The terms of reference of the Nomination and Remuneration Committee is as specified in
Section 178 of the Companies Act, 2013. During the financial year 2024-2025, 1 meeting of the
Nomination and Remuneration Committee was held on 28.08.2024.
The composition and number of meetings attended by the members of the Nomination and
Remuneration Committee is as follows:
|
Name of Director
|
Position
|
Category
|
No. of Meetings
Attended
|
|
Mr. Achal Kapoor
|
Independent Director
|
Chairman
|
1
|
|
Ms. Preeti
|
Independent Director
|
Member
|
1
|
|
Mr. Vikas Bansal
|
Non- Executive Director
|
Member
|
1
|
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company has been formulated in accordance
with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.The Nomination and Remuneration Policy of the Company
has been formulated by the Nomination and Remuneration Committee and has been approved
by the Board of Directors of the Company. This policy specifies the criteria for the payment of
equitable remuneration to the Directors, Key Managerial Personnel (KMP), Senior Management
and other employees of the Company.
The Nomination and Remuneration Policy of the Company has been disclosed on the website of
Company and the web link thereto is https://www.kotiaenterprises.com/policies.php
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The terms of reference of the Stakeholders Relationship Committee is as specified in Section
178 of the Companies Act, 2013. During the financial year 2024-2025, 1 meetings of the
Stakeholders Relationship Committee were held on 31.08.2024.
The composition and number of meetings attended by the members of Stakeholders'
Relationship Committee is as follows:
|
Name of Director
|
Category
|
Position
|
No. of Meetings
Attended
|
|
Mr. Vikas Bansal
|
Non- Executive Director
|
Chairman
|
1
|
|
Mr. Achal Kapoor
|
Independent Director
|
Member
|
1
|
|
Mr. Manoj Kumar
Bansal
|
Managing Director
|
Member
|
1
|
CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions as
specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the
Company.
LISTING OF SHARES
The shares of the Company are listed in BSE and MSEI. Applicable listing fees have been paid up
to date. The shares of the Company have not been suspended from trading at any time during
the year by the concerned stock exchange.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors
would like to state that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2025,
the applicable accounting standards had been followed;
b) they had selected such accounting poli cies 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) they had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and
f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The company has in place adequate internal financial controls with reference to the financial
statements. During the financial year ended March 31, 2025, such controls were tested and no
reportable material weakness was identified.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are well developed and are adequate to ensure
efficiency in operations, compliance with applicable statutes, policies as well as procedures and
reliability and integrity of financial and operational information. The Company has constituted
an Audit Committee for the guidance and proper control of the affairs of the Company.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Companies.
DEPOSIT
During the Financial Year 2024-2025, your company has not invited or accepted any deposits
from the public and as such, no amount on account of principal or interest on public was
outstanding as on the date of the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the financial year ended March 31, 2025, the Company has neither given any loan or
guarantee nor provided any security or made any investment under Section 186 of the
Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year ended March 31,
2025 were on an arm's length basis and were in the ordinary course of business. Further, there
were no materially significant related party transactions made by the Company with Promoters,
Key Managerial Personnel or other designated persons which may have potential conflict with
the interest of the Company at large.
The details are given in Annexure "I" in Form AOC-2 forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013
and hence the said provisions are not applicable to the Company.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS
AND OUTGO
A. Conservation of Energy
Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy. At the offices of
your Company, special emphasis is placed on installation of energy-efficient lighting devices,
use of natural light as best as possible, and adoption of effective procedures for conservation of
electricity, water, paper and other materials that consume natural resources.
B. Technology Absorption
Company did not absorb any new Technology during the financial year.
C. Foreign Exchange and Outgo:
There was no foreign exchange inflow or Outflow during the year under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the courts/regulators or tribunals impacting
the going concern status and company's operations in future.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3) and 92 of the Companies Act, 2013 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company as on 31st March, 2025 is uploaded on the website of the company i.e.
www.kotiaenterprises.com
HUMAN RESOURCE
The Company treats its "Human Resource" as one of its most important assets and has taken
continuous efforts to set up and maintain an efficient work force.
AUDITORS
a) Statutory Auditor
M/s Ajay Rattan & Co., Chartered Accountants (FRN: 012063N) have been appointed as
Statutory Auditors of the Company for a consecutive term of five years from the conclusion of
41st Annual General Meeting ("AGM") of the company held on 22nd September, 2021 till the
conclusion of the AGM of the Company to be held in the year 2026. They have confirmed their
eligibility for the FY 2025-2026 under section 141 of the Companies Act, 2013 and the rules
framed thereunder.
Further, the Auditors have given an unqualified opinion on the financial of the Company for the
financial year ended 31st March, 2025; therefore, response of the Board of Directors is not
required.
b) Secretarial Auditor
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 had
appointed M/s Amit H.V. & Associates, Practicing Company Secretary (C.P. No. 21725) as
Secretarial Auditor for the financial year 2024-2025, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark or disclaimer. The Secretarial Audit Report in the Form MR-3 has been enclosed
with this Report as "Annexure - II".
c) Internal Auditor
The Company had appointed M/s ASPA & Co., Chartered Accountant as Internal Auditors of the
Company for the financial year 2024-25, to undertake the internal Audit of the Company.
EXPLANATION IN RESPONSE TO AUDITORS' QUALIFICATIONS
The Statutory Auditors have not made any qualification, reservation, adverse remark or
disclaimer in their Report.
FRAUDS REPORTED BY THE AUDITOR
The Statutory Auditors of the Company have not reported any instances of fraud to the Board
of Directors during the financial year ended March 31, 2025.
MAINTENANCE OF COST RECORDS
The company is not required to maintain Cost Records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013.
ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company is conscious of the importance of Safety & Health of the employees has always
assumed the highest importance in your company. The management is committed to ensure
zero harm to its employees and to all persons within the Company premises. Safety and
occupational health responsibilities are integral to the Company's business processes, as spelt
out in the Company's Safety, Health and Environment Policies and Procedure.
THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED AND
RESIGNED DURING THE PERIOD
At the end of the financial year 2024-25, following below persons comes under the Board of
Directors of the Company:
|
S. No.
|
Name
|
Designation
|
|
1
|
Manoj Kumar Bansal
|
Managing Director and CFO
|
|
2
|
Paaven Bansal1
|
Non- Executive Director
|
|
3
|
Anupma Kashyap1
|
Independent Director
|
|
4
|
Achal Kapoor
|
Independent Director
|
|
5
|
Preeti
|
Independent Director
|
|
6
|
Vikas Bansal
|
Non-Executive Director
|
AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014-RULE 11 OF THE COMPANIES
ACT 2013
The Company has used accounting software for maintaining its book and accounts for the
financial year ended 31st March 2025 which has a feature of recording audit trail (edit log)
facility and same has operated throughout the year for all relevant transactions recorded in the
software.
As proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 is applicable from April 1 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation
of audit trail of per the statutory requirements for record retention is not applicable for the
financial year ended 31st March 2024.
APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014 - RULE 9 OF THE COMPANIES ACT 2013
In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible individual
for ensuring compliance with statutory obligations.
DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work environment to its
employees. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint
regarding sexual harassment during the financial year ended March 31, 2025.
The Company has not received any complaints of workplace complaints, including complaints
on sexual harassment during the year under review.
The following is a summary of complaints received and resolved during the reporting period:
|
S No.
|
Nature of Complaints
|
Received
|
Disposed
off
|
Pending
|
|
1
|
Sexual Harassment
|
0
|
0
|
0
|
|
2
|
Workplace Discrimination
|
0
|
0
|
0
|
|
3
|
Child Labour
|
0
|
0
|
0
|
|
4
|
Forced Labour
|
0
|
0
|
0
|
|
5
|
Wages and Salary
|
0
|
0
|
0
|
|
6
|
Other HR Issues
|
0
|
0
|
0
|
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013
and Regulation 22 of SEBI (LODR) Regulations, 2015 has established a Vigil Mechanism / Whistle
Blower Policy for directors and employees of the Company to report their genuine concerns or
grievances. The vigil mechanism provides for adequate safeguards against victimization of
directors, employees or any other person who avails the mechanism and also provides for
direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
The Company hereby affirms that no personnel have been denied access to the Chairman of the
Audit Committee and that no complaints were received during the financial year.
DISCLOSURE REQUIRMENT
The Company has complied with all the mandatory SEBI Listing Regulations. Secretarial Audit
Report is enclosed as Annexure "II", Management Discussion and Analysis Report is enclosed as
Annexure "III" and Auditor's Report and Balance Sheet is enclosed as Annexure "IV" to this
report.
DISCLOSURE ON CORPORATE GOVERNANCE
The provisions relating to Corporate Governance as stipulated under Regulation 17 to 27 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") became applicable to the Company with effect from March 2025. In terms of the
SEBI Listing Regulations, the Company is entitled to a period of six months from the date of
applicability to ensure compliance with the requirements of Corporate Governance.
The Company has already initiated the necessary steps and has put in place the practices and
procedures broadly in line with the Corporate Governance framework. The requisite disclosures
and reports as prescribed under the SEBI Listing Regulations shall be filed within the prescribed
timeline.
A certificate from a Practicing Company Secretary confirming compliance with the conditions of
Corporate Governance will form part of the Annual Report, in accordance with the provisions of
the SEBI Listing Regulations.
EVALUATION BY THE BOARD
Pursuant to the provisions of the Section 134, 178 and Sch. IV of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
the Board has made a formal annual evaluation of its own performance and that of its
individual directors and committees.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given below:
a) The ratio of the remuneration of each Director to the median remuneration of the
employees of the company for the financial year: Not Applicable, as no remuneration
was paid to any Director during the financial year under review.
b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year: Not
Applicable as the Company has not paid any remuneration to Directors during the
financial year under review. Further, there is no increase in the remuneration of CFO
and Company Secretary and Compliance officer of the Company during the year.
c) The percentage increase in the median remuneration of employees in the financial
year: Not Applicable
d) The number of permanent employees on the rolls of company: 5
e) Average percentiles increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Nil
f) the key parameters for any variable component of remuneration availed by the
directors: Nil
g) Affirmation that the remuneration is as per the remuneration policy of the company: It
is hereby affirmed that the remuneration paid during the year is as per the
Remuneration Policy of the Company.
ACKNOWLEDGEMENTS
Your directors wish to place on record their appreciation for the dedication, commitment and
contribution of all stakeholders and employees of your Company.
For and on behalf of the Board
Kotia Enterprises Limited
Sd/- Sd/-
Place: New Delhi Anil Gupta Vikas Bansal
Date: 25.08.2025 Managing Director Director
DIN: 00468470 DIN: 07094135
RR
1
During the financial year 2024-25, the Company has appointed Ms. Preeti as Independent
Director of Company with effect from 01st May, 2024. Mr. Paaven Bansal and Ms. Anupma
Kashyap (Independent Director) resigned on 31st August, 2024 and 30th April, 2024 respectively.
During the financial year 2024-25, the Company has appointed Mr. Ankit Bhatnagar as
Company Secretary of Company with effect from 31st August, 2024, Ms. Nupur Jain resigned as
Company Secretary of Company with effect from 15th July, 2024.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulations 34 of the Listing regulations, Management Discussion & Analysis Report
as stipulated in Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards during the financial year
ended March 31, 2025.
| 