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Kachchh Minerals Ltd.

BSE: 531778 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE059E01010
BSE 00:00 | 06 Feb 22.20 0.45
(2.07%)
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NSE 05:30 | 01 Jan Kachchh Minerals Ltd
OPEN 22.00
PREVIOUS CLOSE 21.75
VOLUME 5512
52-Week high 37.25
52-Week low 17.10
P/E 45.31
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.00
CLOSE 21.75
VOLUME 5512
52-Week high 37.25
52-Week low 17.10
P/E 45.31
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kachchh Minerals Ltd. (KACHCHHMINERALS) - Director Report

Company director report

To

The Members Kachchh Minerals Limited

Your Directors have pleasure in presenting the 41st Report together with theAudited Financial Statements for the period ended on March 312022.

RESULT OF OPERATIONS - EXTRACT:

(Amount in Lakhs)

PARTICULARS 2021-22 2020-21
Revenue from Operations 117.33 120.92
Other Income 0.48 1.04
Total Income 117.81 121.96
Total Expenses 101.07 108.74
Profit/(Loss) for the year before taxation 16.74 13.22
Tax Expenses - -
Profit /(Loss) after tax 16.74 13.22
Earnings Per Equity Share (Face Value Rs. 10/- Pe Share):
Basic 0.32 0.25
Diluted 0.32 0.25

Note: Previous year's figures have been regrouped / reclassified wherever necessary tocorrespond with the current year's classification / disclosure.

PRINCIPAL ACTIVITY:

The principal activity of the Company is Manufacturing of China Clay Micronized Kaolin& High Grade Silica Sand. There have been no significant changes in the nature of theprincipal activities during the financial year. The Company is trying to make the optimumuse of the resources so available.

BUSINESS REVIEW:

The Company has recorded a total income of Rs. 11 7.81 lacs as against Rs. 121.96 lacsin the previous year. During the year under review the Company has earned profit aftertax of Rs. 16.74/- (in Lakhs) as compared to previous year profit of Rs. 13.22/- (inLakhs).

On account of second wave of Covid-19 pandemic the operations of the Company wereaffected the Company during the Financial Year due to sudden restrictions on movement byGovernment throughout the Country. Thus revenue of the Company was impacted throughoutthe F.Y. 2021-2022 whereas the Company continues to incur its fixed expenses.

There are no material changes and commitments affecting the financial position of yourCompany.

RESERVES:

The company does not propose to carry any amount to the general reserves.

DIVIDEND:

With a view to conserve the resources of the Company your Directors do not recommendpayment of any dividend on Equity Shares for the F.Y. ended March 31 2022.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 100000000/- (Rupees Ten Croresonly) that is divided into 10000000 (One Crore only) Equity Share of Rs. 10/- (RupeesTen only) each. Presently the Paid-up Share Capital of the Company is Rs. 52117500/-(Rupees Five Crore Twenty One Lakh Seventeen Thousand and Five Hundred only) divided in to5300900 (Fifty Three Lakh and Nine Hundred only) Equity Shares of Rs. 10/- (Rupees Tenonly) each. There is calls-in-arrear of Rs. 891500/-.

There were no changes in share capital of the Company during the period under review.

PUBLIC DEPOSIT:

Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposit under Section 73 and 74 of the Companies Act 2013("the Act") read together with the Companies (Acceptance of Deposits) Rules2014 was outstanding as on the date of the Balance Sheet.

SUBSIDIARY ASSOCIATE and JOINT VENTURE COMPANY:

The Company has no subsidiary or associate company. Further the company has notentered into joint venture.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The companyhas been addressing various risks impacting the company and the policy of the company onrisk management is provided elsewhere in this annual report in Management Discussion andAnalysis.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standard had been followed along with proper explanationrelating to material departures.

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year under review.

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d. the directors had prepared the accounts for the financial year ended March 312022on a going concern basis.

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

BOARD AND BOARD COMMITTEES:

A. Board of Directors:

a. Composition of Board

Your Company has a broad-based Board of Directors with composition of Non-ExecutiveExecutive and Independent Director in compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as well as the Companies Act 2013.

The composition of Board of Directors as on March 312022 is as follows:

Category No. of Directors
Non-Executive-Independent Directors 1
Non-Executive Directors 4
Executive Director 2

b. Number of Board Meetings

During the financial year ended March 31 2022 Four (4) meetings of the Boardof Directors were conducted on June 10 2021; August 13 2021; November 14 2021; andFebruary 10 2022. All the information required to be furnished to the Board was madeavailable to them along with detailed Agenda notes.

The name and the categories of the directors on the Board their attendance at theboard Meeting held during the year and then number of directorship and committeechairmanship/membership held by them in other Companies are given herein below.

Name of Director Designation No. of shares held Attendance in Meetings No. of other Directorships in other Company including this company No. of Committee position held in the Company**
Chairman Member
Board AGM
Mr. Prataprai Gopaldas Davda* Whole Time Director 222758 equity shares 4 yes 1 - 1
Mr. Rushabh Kishore Davda* Executive Director - 4 yes 1 - 2
Mrs. Dhwani Rupesh Mirani* Non-Executive Independent Director - 4 yes 1 2 -
Mr. Jagdish Sajan Kandoria Non-Executive Independent Director - 4 yes 1 - 2
Mr. Prakashbhai Haribhai Kanani Non-Executive Non Independent Director 203000 equity shares 4 yes 1 - -
Mr. Devising T ejabha Hathal Non-Executive Non Independent Director 400000 equity shares 4 yes 1 - -
Mr. Daksh Narendrabhai Trivedi Non-Executive Non Independent Director 380000 equity shares 4 yes 2 - -

Notes:

*Mr. Rushabh Kishore Davda (DIN: 08457119) Non-Executive Director Mr. PratapraiGopaldas Davda (DIN: 01149981) Whole Time Director And Mrs. Dhwani Rupesh Mirani (DIN:07186414) Non - Executive Independent Director have resigned from the company from theclosing business hours of March 312022. **For the purpose of considering the limitof committee memberships and chairmanships of a Director Audit Committee and StakeholdersRelationship Committee of public limited companies have been considered. All the Directorshave informed the Company periodically about their Directorship and Membership in theBoard/Committees of the Board of other companies. As per disclosure received none of theDirectors is a Director in more than ten (10) Public Limited Companies. Further none ofthe Director acts as a member of more than ten (10) committees or acts as a chairman ofmore than five (5) committees across all Public Limited Companies in which they areDirector.

B. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The list of Directors & Key Managerial Person of the Company as on March 312022 isas follows:

1. Mr. Prataprai Davda (DIN 01149981) - Whole Time Director
2. Mr. Rushabh Davda (DIN 08457119) - Non-Executive Director
3. Mrs. Dhwani Rupesh Mirani (DIN 07186414) - Non- Executive Independent Director
4. Mr. Jagdish Kandoria (DIN 08705510) - Non-Executive Independent Director
5. Mr. Prakashbhai Haribhai Kanani (DIN 02331173) - Non- Executive Director
6. Mr. Daksh Narendrabhai Trivedi (DIN 05232654) - Non- Executive Director
7. Mr. Devising Tejabha Hathal (DIN 09046307) - Non- Executive Director
8. Mr Kishore Gopaldas Davda (PAN: AADPD0047K) - Chief Financial Officer

During the financial year;

• Mr. Devising Tejabha Hathal Mr. Prakashbhai Haribhai Kanani and Mr. DakshNarendrabhai Trivedi were regularized as Non-Executive Directors of the Company In 40thAnnual General Meeting by shareholders.

• Ms. Zinal Mukund Shah has resigned from the post of Company Secretary andCompliance Officer w.e.f November 30 2021.

• Mr. Rushabh Kishore Davda (DIN: 08457119) Executive Director Mr. PratapraiGopaldas Davda (DIN: 01149981) Whole Time Director Mrs. Dhwani Rupesh Mirani (DIN:07186414) Non - Executive Independent Director and M r. Kishore Gopaldas Davda (PAN:AADPD0047K) Chief Financial Officer have resigned from the company from the closingbusiness hours of March 312022.

Post financial year the following changes have taken place;

• Mrs. Indiraben Vasudevbhai Sadariya (DIN: 09282192) is appointed as a Non -Executive Director w.e.f. April 06 2022.

• Mr. Bhaveshbhai Haribhai Kanani (DIN: 09282191) is appointed as as a Non -Executive Director w.e.f. April 06 2022.

• Mr. Keshubha Lakhubha Hathal (DIN: 09282278) is appointed as a Non - ExecutiveDirector w.e.f. April 06 2022.

• Mr. Jaydeep Ghanshyambhai Sangani (DIN: 09309677) is appointed as an IndependentDirector w.e.f. April 06 2022.

• Mr. Kuldip Bhalchandra Vyas (DIN: 02529838) is appointed as an IndependentDirector w.e.f. April 062022.

• The designation Mr. Prakashbhai Haribhai Kanani (DIN: 02331173) is changed fromNon-Executive Non-Independent Director to Executive Director w.e.f. April 06 2022.

• The designation Mr. Devising Tejabha Hathal (DIN: 09046307) is changed fromNon-Executive Non-Independent Director to Executive Director w.e.f. April 06 2022.

• The designation Mr. Daksh Narendrabhai Trivedi (DIN: 05232654) is changed fromNon-Executive Non-Independent Director to Executive Director w.e.f. April 06 2022.

• Mr. Ashok Jivrajbhai Bhut (PAN: ALLPB6246R) has been appointed as a ChiefExecutive Officer (CEO) w.e.f. April 06 2022.

• Ms. Bhavini Patel (ACS No - 68487) is appointed as a Company Secretary andCompliance Officer.

None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they have meetcriteria of independence as mentioned under Section 149(6) of the Companies Act 2013.

In the opinion of the board the independent directors possess the requisite expertiseand experience and are the person of integrity and repute. They fulfill the Conditionsspecified in the Companies Act 2013 and the rules made thereunder and are independent ofthe management.

Further all the independent directors on the Board of the Company are registered withthe Indian Institute of Corporate Affairs Manesar Gurgaon ("IICA") as notifiedby the Central Government under Section 150(1) of the Companies Act 2013. Your Boardconfirms that the independent directors fulfil the conditions prescribed under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the SEBI Listing Regulations") and they are independent ofthe management.

C. DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152 of the Companies Act 2013 (the "Act")and in terms of the Memorandum and Articles of Association of the Company Mr. DevisingTejabha Hathal (DIN: 09046307) Executive Director and Mr. Daksh Narendrabhai T rivedi(DIN: 05232654) Executive Director are liable to retire by rotation at the ensuing AGM andbeing eligible have offered themselves for reappointment. The re-appointment is beingplaced for your approval at the AGM. The Members of the Company may wish to refer to theaccompanying Notice of the 41st AGM of the Company for a brief profile of theDirector.

D. MEETING OF INDEPENDENT DIRECTORS:

A meeting of the Independent Directors was held on February 10 2022 pursuant toSection 149(8) read with Schedule V to the Companies Act 2013 and Regulation 25(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

E. COMMITTEES OF DIRECTORS:

With a view to have a more focused attention on business and for better governance withaccountability the Board has constituted various committees of directors. Some of theCommittees of the Board were reconstituted renamed and terms of reference were revised toalign with the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). The terms ofreference of these Committees are determined by the Board and their relevance reviewedfrom time to time. The minutes of Committee meetings are tabled at the Board meetings andthe Chairperson of each Committee briefs the members of the Board on the importantdeliberations and decisions of the respective Committees.

I. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013 read with Regulation 18 of the SEBI ListingRegulations. The Audit Committee should comprise of minimum three directors as members outof which at least two third should be Independent Directors and all directors shall befinancially literate and at least one member shall have accounting or related financialmanagement expertise. Chairperson of the committee shall be an independent director.

The Audit Committee met on four times during the financial year on June 10 2021;August 13 2021; November 14 2021; and February 10 2022. The composition of theAudit Committee & attendance of the members in the meeting during the year is asfollows:

Name Designation Designation No. of Meetings
Held Attended
Mrs. Dhwani Mirani Non-Executive Independent Director Chairperson 4 4
Mr. Rushabh Davda Non-Executive Director Member 4 4
Mr. Jagdish Kandoria Non-Executive Independent Director Member 4 4

The terms of reference of are stipulated by the Board of Directors to the AuditCommittee are as contained under Regulation 18 read with Part C of Schedule II of the SEBIListing Regulations and Section 177 of the Companies Act 2013.

II. Nomination & Remuneration Committee:

Pursuant to section 178 of the Act and Regulation 19 of SEBI Listing Regulationsnomination and remuneration committee must fulfill below mentioned points:

• The committee shall comprise of at least three directors ;

• All directors of the committee shall be non-executive directors;

• At least 2/3rd of the directors shall be independentdirectors.

During the year under review the Nomination and Remuneration Committee met two (2) timesin the financial year ended March 31 2022 on June 10 2021 and November 14 2021.

The composition of the Nomination and Remuneration Committee of the Board of Directorsof the Company along with the details of meetings held and attended by the members of theCommittee during the financial year ended March 312022:

Name Designation Designation No. of Meetings
Held Attended
Mrs. Dhwani Mirani Non-Executive Independent Director Chairperson 2 2
Mr. Rushabh Davda Non-Executive Director Member 2 2
Mr. Jagdish Kandoria Non-Executive Independent Director Member 2 2

The terms of reference of Nomination and Remuneration Committee are as contained underRegulation 19 read with Part D of Schedule II of the SEBI LODR Regulations and Section 178of the Companies Act 2013.

III. Stakeholders' Relationship Committee:

Pursuant to section 178 (5) of the Act and Regulation 20 of the SEBI ListingRegulations stakeholders' relationship committee must fulfill below mentioned points:

• Chairman of this committee shall be a non-executive director.

The composition of the Stakeholders' Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

a. The Committee periodically reviews the status of shareholders' grievances andredressal of the same. The Committee met four times in the financial year on June10 2021; August 13 2021; November 14 2021; and February 10 2022. The necessary quorumwas present for all the meetings.

The composition of Stakeholders' Relationship Committee and attendance of the membersduring the year is as given below.

Name Designation Designation No. of Meetings
Held Attended
Mrs. Dhwani Mirani Non-Executive Independent Director Chairperson 4 4
Mr. Prataprai Davda Executive Director Member 4 4
Mr. Rushabh Davda Non-Executive Director Member 4 4
Mr. Jagdish Kandoria Non-Executive Independent Director Member 4 4

The Company during the year has received no complaints. No complaints are pending as onthe year ended March 312022

The terms of reference of the Stakeholders Relationship Committee are as containedunder Regulation 20 read with Part D of Schedule II of the SEBI Listing Regulations andSection 178 of the Companies Act 2013

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBIListing Regulations a separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. The boardalso carried out annual performance evaluation of the working of its Audit Nomination andRemuneration as well as Shareholders / Investors Relations and Grievance Committee. TheDirectors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Managerial Personnel and theirremuneration. The remuneration policy as adopted by the company envisages payment ofremuneration according to qualification experience and performance at different levels ofthe organization. The policy is available on website of the company atwww.kachchhminerals.com.

CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct for the Board of Directors andSenior Management (the Code) for all the Board members and all the employees in themanagement grade of the Company. The Code covers amongst other things like Company'scommitment to honest & ethical personal conduct fair competition corporate socialresponsibility sustainable environment health & safety transparency and complianceof laws & regulations etc. The Code of Conduct is hosted on the website of theCompany.

The Company has also adopted a Code of Conduct for Prevention of Insider Trading andCode for Fair Disclosure with a view to regulate trading in securities by the Directorsand designated employees person of the Company in compliance with SEBI (Prohibition ofInsider Trading) Regulations 2015. The code is available on website of the Company.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure A.

During the year under review there are no employees who comes within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarised with their roles rights and responsibilities inthe company as well as with the nature of industry and business model of the companythrough various internal programmes and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time.

AUDITORS:

i) Statutory Auditors:

The Statutory Auditors M/s. AMAA & Associates Chartered Accountants (FirmRegistration No. 013066C) were appointed in the 39th Annual GeneralMeeting held on December 29th 2020 until the conclusion of 44thAnnual General Meeting to be held in the year 2025 i.e. for a term of consecutive fiveyears. The requirement to place the matter relating to ratification in appointment ofAuditors by Members at every Annual General Meeting is done away vide notification datedMay 7 2018 issued by the Ministry of Corporate Affairs New Delhi. Accordingly noresolution is proposed for ratification of appointment of Auditors.

The Auditor has confirmed to the Company that their appointment if made would bewithin the prescribed limits under Section 139 of the Companies Act 2013 and that theyare not disqualified for appointment within the meaning of Section 141(3)(g) of the saidAct.

There are no observations reservations or adverse remarks made by the statutoryauditors in the audit report. Further the Auditors of the Company have not reported anyfraud as specified under section 143(12) of the Companies Act 2013.

ii) 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 Board of Directorsof the Company has appointed M/s. Anish Gupta & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year endedMarch 312022.

The Secretarial Audit Report is annexed and detailed in Annexure B to thisreport herewith. The qualifications provided in the report are self-explanatory and alongwith explanation of Board are as follows.

Comments on qualifications in Secretarial Audit Report:

Comments in Secretarial Audit Report Directors Comment
The Company has not updated its website and uploaded the documents and information as required under the Companies Act 2013 and Regulation 46 of SEBI (LODR ) Regulations 2015 With respect to maintenance of website there have been continuous technical issues from the website vendor.
The Company has not appointed Internal Auditor under section 138 of the Companies Act 2013 during the period under review The Company was unable to fin d suitable professional for performing Internal Audit. However the Company has adequate system of internal control to safeguard and protect from loss unauthorized use or disposition of its assets. The company has duly appointed internal auditor from F.Y. 2022 -23 onwards.
The Company has not published newspaper Advertisement as per Regulation 47 of SEBI (Listing Obligation and Disclosure Regulation) 2015 Due to lack of correspondence from newspaper vendor the Company failed to publish the same

The other comments of the auditor are self-explanatory and the company shall strive itsbest to comply with the statutory compliance in the future. The management of the companyshall take all necessary steps and actions to do proper and timely compliance. It assuresto do timely compliance in future under various applicable acts & regulations.

iii) Cost Auditor:

The Company is not required to appoint cost auditor pursuant to provisions of section148 of the Companies Act 2013 and rules made thereunder.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of energy and technology absorption information pursuant to section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is not applicable. The details of Foreign Exchange Earnings and Outgo during the yearare as follows:

Foreign Exchange Earnings INR 0.00/-
Foreign Exchange Outgo INR 0.00/-

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES:

The Company had adopted a Whistle Blower Policy ("the Policy") as requiredunder Section 177(9) of the Companies Act 2013. The Policy has been formulated with aview to provide a mechanism for directors and employees of the Company to approach theChairman of the Audit Committee of the Company in case of any concern. The Whistle BlowerPolicy may be accessed on the Company's website at the link www.kachchhminerals.com. Nocomplaints were received during the financial year 2021-22.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company; Hence details are not required to be givenunder AOC-2. The details of the related party transactions are provided elsewhere in thisannual report in the Notes to Accounts to the Financial Statements. Transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee for its omnibus approval. Further the policy onmateriality of related party transactions may be accessed on the Company's website at thelink www.kachchhminerals.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The provisions of section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security if any areforming part of the financial statements.

POSTAL BALLOT:

During the year your Company has not passed any resolution through Postal Ballot.

CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for theListed Company having paid up equity share capital not exceed ing Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your company's paid-up equity share capital is not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) of subregulation (2) of regulation 46 are not applicable and hence do not form a part of thisAnnual Report. But the company is filing Non-Applicability Certificate of CorporateGovernance under Regulation 27 of (Listing Obligations and Disclosure Requirements)Regulations 2015 with the exchange.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for F.Y. 2021-22 shall be available onCompany's website at www.kachchhminerals.com/

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company is following all the applicable Accounting Standards forproperly maintaining the books of accounts and reporting financial statements. The Companycontinues to ensure proper and adequate systems and procedures commensurate with its sizeand nature of its business. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

MANAGEMENT DISCUSSION AND ANALSIS REPORT:

The Management Discussion and Analysis Report in terms of the provisions of Regulation34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015(Listing Regulations) is enclosed as a part of this report.

WTD/CEO/CFO CERTIFICATION:

In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Chief Executive Officer on thefinancial statements and Internal Controls relating to financial reporting has beenobtained.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of thisnotification the Company has adopted IND AS and the financial statements for the yearended March 312022 are prepared in accordance to the same.

SECRETARIAL STANDARDS DISCLOSURE:

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review.

a. Issue of equity shares with differential right as to dividend voting or otherwise

b. Issue of Shares (Including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Director of the Company receivesany remuneration or commission.

d. No significant or material order was passed by the regulators or courts or tribunalswhich impact the going concern status and the Company's operation in future.

e. The Company has zero tolerance for sexual harassment at the workplace. During theyear under review the Company is neither required to adopt policy for prevention ofSexual Harassment of Women at Workplace nor to constitute Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

f. The provisions of Corporate Social Responsibility (CSR) are not applicable to yourcompany.

g. The Company has not raised funds through preferential allotment or qualifiedinstitutional placement.

ACKNOWLEDGEMENT:

The Board of Directors of your Company wishes to express gratitude for the cooperationguidance and support received from the Ministry of Finance various other Ministries andDepartments of the Government of India Securities and Exchange Board of India theReserve Bank of India other regulatory bodies and State Governments. The Board ofDirectors also acknowledges the continue cooperation received from all overseascorrespondent banks and other members of the banking fraternity. The Board of Directorswould like to sincerely thank Banks Financial Institutions and other investors andshareholders for their continued support. The Directors of your Company place on recordtheir appreciation of the dedicated and sincere service rendered by the officers and staffat all levels.

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