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KBS India Ltd.

BSE: 530357 Sector: Financials
NSE: N.A. ISIN Code: INE883D01015
BSE 00:00 | 11 Aug 16.39 2.06
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NSE 05:30 | 01 Jan KBS India Ltd
OPEN 14.34
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VOLUME 19328
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P/E 21.57
Mkt Cap.(Rs cr) 14
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Sell Price 0.00
Sell Qty 0.00
OPEN 14.34
CLOSE 14.33
VOLUME 19328
52-Week high 19.00
52-Week low 4.45
P/E 21.57
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KBS India Ltd. (KBSINDIA) - Director Report

Company director report

To

The Members

KBS India Limited

Your Directors are pleased to present the 35th Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2021.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

A summary of the Company's financial results for the Financial Year 2020-2021 is asunder:

Particulars Stanc alone Conso idated
March 2021 March 2020 March 2021 March 2020
Income from operation and other Income 20482570 26335609 20482570 26335609
Profit (Loss) before Depreciation & Tax 867855 1077518 867855 589518
Less: Depreciation 88083 132519 88083 132519
Profit (Loss) before Tax 779772 944999 779772 456999
Less: Current tax 210000 257500 210000 257500
Deferred Tax 12300 2500 12300 2500
Fringe Benefits Tax 0 0 0 0
Profit/(Loss) After Tax 557472 684999 585071 196999

The Company has adopted Indian Accounting Standard (Tnd AS') with effect from 1 April.2017 and accordingly these financial results along with the comparatives have beenprepared in accordance with the recognition and measurement principles stated thereinprescribed imder Section 133 of the Companies Act 2013 read with the relevant rulesissued thereunder and the other accounting principles generally accepted in India.

2. OPERATIONS:

Your Directors arc pleased to inform you that the Company has achieved a turnover ofRs. 12904440/- during the year as compared to Rs. 8326889/- during the previous year.The Profit before tax has been to Rs. 779772/- during tire year as compared to Rs.944999/- in the previous year. After considering the provision for taxation your

Company has achieved a net profit of Rs. 557472/- during the year as compared to Rs.684999/- in the previous year.

3. DIV IDEND AND RESERV ES:

To conserv e the resources for business requirement of the Company your Directors donot recommend any payment of dividend for the year ended 31s* March 2021.

4. SHARECAPITAL:

The paid up share capital of your Company as on 31s1 March 2021 is Rs.90211880/- (Rupees Nine Crores Two Lakhs Eleven Thousand Eight Hundred Eighty only )divided into 8521188 Equity shares of Rs. 10/- (Rupees Ten) each and 50000 0%Redeemable Preference Shares of Rs. 100/- (Rupees Hundred) each.

There was no change in the Share Capital of the Company during the Financial Year2020-2021.

5. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business during the year under review.

6. PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

7. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Fomi MGT 9 is appended to this Report as "Annexure

F.

8. HOLDING SUBSIDIARY JOINTVENTURE AND ASSOCIATE COMPANIES:

As on 31st March 2021 the Company has one Associate Company named"KBS Capital Management (Singapore) Pte. Ltd." Singapore which is engaged inthe consultancy sendees.

The Company neither has any Holding or Subsidiary Companies nor any Joint Venturesduring the financial year 2020-2021. In accordance with section 129(3) of the CompaniesAct 2013 we have prepared Consolidated Financial Statements of the Company and itsassociate company which forms part of this Annual Report. Further a statement containingthe salient features of the financial statement of associate company in form AOC-1 isappended to the Financial Statements provided in this Annual Report. In accordance withSection 136 of the Companies Act 2013 the Audited Standalone Financial Statements andthe Audited Consolidated Financial statements and related information of the Company areavailable on our website i.e. www.kbs.co.in. These documents shall also be made availablefor inspection at the Registered Office of the Company during business hours on allworking days upto the date of Annual General Meeting.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report. Pursuant to Section

129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 a statementcontaining salient features of the financial statements of Subsidiaries/ AssociateCompanies/Joint Ventures is given in Form AOC-1 which forms an integral part of thisReport.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Rules made thereunder and the Articles of Association of the Company Mrs. Namita Shah(DIN: 02870178) Director of the Company retires by rotation at this ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.

Accordingly your Board recommends his re-appointment to the members.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under bothsub-section (6) of Section 149 of the Companies Act 2013 and read with Regulation 16(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

11. DIRECTORS1 RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3) (c) ofthe Companies Act 2013 state hat:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates hat are reasonable and prudent so as to give a true andfail' view of he state of affairs of he Company at the end of he financial year and of heprofit of the Company for that period;

c. he directors have taken proper and sufficient care for he maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and tor preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. he directors have laid down internal financial controls to be followed by he Companyand that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and hat such systems were adequate and operating effectively.

12. MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company's business policyand strategies apart from other Board business. I he notice of Board meeting is given wellin advance to all the Directors of the Company. Usually meetings of he Board are held inMumbai Maharashtra. The agenda for he Board and Committee meetings includes detailednotes on he items to be discussed at the meeting to enable he Directors to take aninformed decision During he financial year 2020-2021 he

Board of Directors met 5 (Five) times on 26th June 2020 14thAugust 2020 10lh November 2020 03rd December 2020 and 12thFebruary 2021. The intervening gap between the two consecutive meetings was within theperiod prescribed under the Companies Act 2013 and Secretarial Standard on Board Meetings(SS-1) issued by ICSI.

Name of the Directors

Designation

No. of Meetings

Held Attended
Mr. Tushar Shah Chairman & Managin Director 5 5
Mr. Vinod Bapna Independent Director 5 5
Mrs. Sanjeevlata Samdani Independent Director 5 5
Mi's. Namita Shah Director 5 5

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held on 13lhJanuary 2021 to review the performance of Non-Independent Directors and the Board aswhole evaluation of the performance of the Chairman and the flow of communication betweenthe Board and the management of the Company.

14. ANNUAL PERFORMANC E EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an evaluation ofits own performance the directors individually as well as the evaluation of the workingsof its Audit Stakeholders' Relationship and Nomination and Remuneration Committees. TheBoard has evaluated the performance of each of Executive NonExecutive and IndependentDirectors considering the business of the Company and the expectations that the Boardhave from each of the Directors. The evaluation framework for assessing tire performanceof Directors comprises of the following key areas:

i. Attendance of the meeting of tire Board and Meetings of the Committees of the Board;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement. During the year under review the Nomination and Remuneration Committeereviewed the performance of all the executive and non-executive directors.

15. COMMITTEES OFTHF. BOARD:

There are presently three Committees of the Board which are as follows:-

a. Audit Committee;

b. Stakeholders' Relationship Committee; and

c. Nomination and Remuneration Committee;

1. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013. During the financial year 2020-21 the Audit Committee met 5 (Five)times on 26th June 2020 14th August 2020 10th November 2020 03rd December 2020 and12th February 2021. The composition of the Audit Committee and the number of meetingsattended by each member during the year 2020-21 are as follows:

Name of the Directors

Designation

No. of Vfeetings
Held Attended
Mrs. Sanjeevlata Samdani Chairperson 5 5
Mr. Tushar Shah Member 5 5
Mr. VinodBapna Member 5 5

The compliance officer acts as the secretary to the committee.

The broad terms of reference of audit committee are as follows:

A. Reviewing the performance of the company as reflected in the financial statementsas also compliance with accounting policies and practices regulatory requirementsconcerning the said financial statements;

B. Overseeing the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

C. Recommending the appointment/rc-appointment/removal of auditors fixation of auditfees and also approval of payments for any other services;

D. Review with management the quarterly/half yearly and annual financial statementswith the primary focus on accounting policies and practices compliances with accountingstandards and with the stock exchange and legal requirements concerning the financialstatements;

E. Reviewing with management statutory and internal auditor's adequacy of the internalcontrol systems in the company;

F. Discussing with internal and statutory auditors of any significant findings andfollow-up thereon and reviewing the reports furnished by them;

G. Reviewing the company's financial and risk management policies;

H. Approval of appointment of chief financial officer after assessing thequalification experience and background of the candidate.

In addition to the above the Audit Committee also reviews the following:

• Matter to be included in the Director's Responsibility Statement.

• Changes if any in the accounting policies.

• Major accounting estimates and significant adjustments in financial statement.

• Disclosures in financial statement including related party transactions.

• Periodical review of Internal Audit Reports.

• Letters of Statutory Auditors to management on internal control weakness ifany.

• Recommend to tire Board the appointment re-appointment and if required thereplacement or removal of statutory' auditors considering their independence andeffectiveness and recommend tire audit fees.

• Functioning of the Vigil Mechanism /Whistle Blower Policy.

• Management Discussions & Analysis of the Company's operations.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013. During the financial year 2020-2021 theNomination and Remuneration Committee met 4 (Four) times on 26"1 June2020 14th August 2020 10th November 2020 and 04thDecember 2020.

The composition of the Nomination and Remuneration Committee and the number of meetingsattended by each member during the year 2020-21 are as follows:

Name of thee Directors

Designation

No. ol ‘ Meetings
Held Attended
Mrs. Sanjeevlata Samdani Chairperson 4 4
Mrs. Namita Tushar Shah Member 4 4
Mr. Chandrakant Lodaya Member 4 4

The Compliance Officer acts as the Secretary to the Committee. Temis of reference oftire Nomhration and Remuneration Committee: The Committee is empowered to -

a) Determine/recommend the criteria for appointment of Executive NonExecutive andIndependent Directors to tire Board;

b) Formulate criteria for determining qualifications positive attributes andindependence of Directors and evaluating the performance of the Board of Directors;

cl Identification and assessing potential individuals with respect to their expertiseskills attributes personal and professional standing for appointment and re-appointmentas Directors / Independent Directors on the Board and as Key Managerial Personnel's;

d) Formulate a policy relating to remuneration for the Directors Committee and alsothe Senior Management Employees;

e) Extend or continue the term of appointment of the independent director on the basisof the report of performance evaluation of independent directors.

Selection Criteria:

• Any person to be appointed as a Director on the Board of Directors of theCompany or as KMP or Senior Management Personnel including Independent Directors shallpossess appropriate skills experience and knowledge in one or more fields of sciencesactuarial sciences banking finance economics law management sales marketingadministration research corporate governance or technical operations.

• Any person to be appointed as a Director on the Board of the Company shallpossess the relevant experience and shall be able to provide policy directions to theCompany including directions on good corporate governance.

• While appointing any person as Chief Executive Officer Managing Director or aWhole-time director of the Company his / her educational qualification work experienceindustry experience etc. shall be considered.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration.

a. Remuneration of Managing Director:

i. At the time of appointment or re-appointment the Managing Director shall be paidsuch remuneration as may be mutually agreed between the Company (which includes theNomination & Remuneration Committee and the Board of Directors) and the ManagingDirector within the overall limits prescribed under the Companies Act 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting.

iii. The remuneration of the Managing Director is broadly divided into fixed andvariable component.

iv. In determining the remuneration the Nomination & Remuneration Committee shallconsider the following:

1. The relationship of remuneration and performance benchmarks is clear;

2. Balance between fixed and incentive pay reflecting short and longterm performanceobjectives appropriate to the working of the Company and its goals;

3. Responsibility' of the Managing Director's and the industry' benchmarks and thecurrent trends;

4. The Company's performance vis-a-vis the annual budget achievement and individualperformance.

b. Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the Board / Committee meetings. ANon-Executive Director shall be entitled to receive sitting fees for each meeting of theBoard or Committee of the Board attended by him of such sum as may be approved by theBoard of Directors within the overall limits

prescribed under the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Independent Directors of the Company shall not be entitled to participate in StockOption Scheme of the Company if any introduced by the Company.

c. Remuneration of Senior Management Employees:

In determining the remuneration of the Senior Management employees (.i.e. KMPs andExecutive Committee Members) the Nomination & Remuneration Committee shall considerthe following:

1. The relationship of remuneration and performance benchmark is clear;

2. The fixed pay reflecting short and long-term performance objectives appropriate tothe working of the Company and its goals;

3. The components of remuneration include salaries perquisites and retirementbenefits;

4. The remuneration including annual increment and performance incentive is decidedbased on the criticality of the roles and responsibilities the Company's performancevis-a-vis the annual budget achievement industry benchmark and current compensationtrends in the market.

The Managing Director will cany out the individual performance review based on thestandard appraisal matrix and after taking into account the appraisal score card mid otherfactors mentioned here in above recommends the annual increment to the Nomination andRemuneration Committee for its review and approval.

3. Stakeholder's Relationship Committee:

The Stakeholders' Relationship Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013. During the financial year 2020-21 theStakeholders' Relationship Committee met 2 (Tw'o) times on 26th June 2020 and 03rdDecember 2020.

The composition of the Stakeholder's Relationship Committee and the number of meetingsattended by each member during the year 2020-2021 are as follows:

Name of thee Directors

Designation

No. of Meetings

Held Attended
Mrs. Namita Shah Chairman 2 2
Mr. Tushar Shah Member 2 2
Mr. Vinod Bapna Member 2 2

The Compliance Officer acts as the Secretary of the Committee.

Terms of reference of the Stakeholders' Relationship Committee:

1. To ensure that the application for registration of transfer transmissiontransposition of Equity Shares lodged by the Shareholders/Investors are disposed of in thestipulated time.

2. To look into the redressing of Shareholders' complaints regarding non-receipt ofAnnual Report or dividend declared change of address etc.

16. DIRECTOR FAMILJRISATION PROGRAMME:

The Company undertakes and makes necessary provision of an appropriate inductionprogramme for new directors and ongoing training for existing Directors. The new Directorsare introduced to the company culture through appropriate training programme. Such kindof training programme helps develop relationship of the director with tlie Company andfamiliarise them with Company processes. The management provide such information andtraining either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

a) Build an understanding of the company's processes and

b) Fully equipped Director to perform their role on the Board effectively.

Upon appointment Directors received a Letter of Appointment setting out in detail theterm of appointment duties responsibilities and expected time commitments. The detailsof Director's induction and familiarization programmes are available on the Company'swebsite at www.kbs.co.in.

17 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans guarantees and investments covered imder the provisions of section186 of the act are given in the notes to financial statements forming a part of thisannual report.

18. VIGIL MECHANISM POLICY/ WHISTLE BLOWER MECHANISM:

In pursuance to Section 177 of the Companies Act 2013 the Company has adopted a VigilMechanism Policy to deal with instance of fraud and mismanagement if any.

The Company promotes ethical behaviour in all its business activities and has adopted amechanism of reporting illegal or unethical behaviour. The Company has a whistle blowerpolicy wherein the employees are free to report violations of laws rules regulations orunethical conduct to their immediate supervisor or such other person as may be notified bythe management to the employees / workers. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairperson of the Audit Committee in theexceptional cases. The confidentiality of those reporting violation is maintained and theyare not subjected to any discriminatory practice. However no violation of laws orunethical conduct etc. was brought to the notice of the Management or Audit Committeeduring the year ended 31st March 2021. We affirm that during the financialyear 2020-21 no employee or director was denied access to the Audit Committee the Vigilmechanism /Whistle Blower Policy is available on the website of the Company www.kbs.co.in.

19. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules madethereunder the current auditors of the Company M/s. RR Shah & Co. CharteredAccountants (Firm Registration No. 109760W) were appointed for a term of five years by theshareholders at the Annual General Meeting held on 30h December 2016 and theyhold office until the conclusion of the 35th Annual General Meeting subject toratification by shareholders at each Annual General Meeting. The term of appointment ofthe Statutory Auditors expires at the conclusion of this Annual General Meeting.

The members are now requested to appoint M/s. R R Shah & Co. Chartered Accountants(Firm Registration No. 109760W) as Statutory Auditors of the Company for a further term of5 (Five) years to hold office from the conclusion of this meeting until the conclusion ofthe 40h Annual General Meeting of the Company subject to ratification by themembers at every Annual General Meeting and to fix their remuneration.

During the year under review the Auditor had not reported any fraud under Section143(12) of the Companies Act 2013 therefore no details are required to be disclosedunder Section 134(3)(ca) of the Companies Act 2013.

20. AUDITORS REPORT:

No adverse remarks/ comments/observations are made by the Statutory1Auditors in their Standalone and Consolidated Audit report for the year ended 31stMarch 2021.

21. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts)Rules 2014 the Board on recommendation of the Audit Committee re-appointed M/s Ravi HDasija & Company Chartered Accountants Mumbai as an Internal Auditor of the Company.The Internal Auditor submits his reports on quarterly basis to the Audit Committee andBoard. Based on the internal audit report the management undertakes corrective action inrespective areas and thereby strengthens the controls.

22. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed M/s. D. N. Vora & Associates Practicing Company Secretaries Mumbai toconduct the Secretarial Audit of the Company for the Financial Year 20202021. TheSecretarial Audit Report received from M/s. D N Vora & Associates Practising CompanySecretaries Mumbai is appended as "Annexure -II" and fonns part of this Report.

The observations raised by the Secretarial Auditor in their report along withmanagement's reply are as belowr:

Point (vi(a))

The company has made payment of annual Listing Fee for the year 2020-21 after the duedate;

Reply: The delay in payment was unintentional.

Point (vi(b))

The company has made payment of annual Listing Fee for the year 2020-21 after the duedate;

Reply: The delay in payment was unintentional.

Point (vi(b))

The company has made payment of annual charges for the year 2020-21 to the Depositoriesafter the respective due dates;

Reply: The delay in payment was unintentional.

23. RISKS AND AREAS Oh CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identity evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

24. INTERNAL FINANCIAL CONTROL:

The Board has adopted a formal Internal Financial Control Policy during the financialyear under review for ensuring the orderly and efficient conduct of it business includingAdherence to Company policies safeguarding of assets prevention and detection of fraudand errors the accuracy and completeness of the accounting record and timely preparationof reliable financial disclosures. The Audit Committee evaluates the efficiency andadequacy of financial control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company and strives tomaintain the Standard in Internal Financial Control.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS:

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Ann's Length basis. No Material Related Party Transactions were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) of the Companies Act 2013 in Form AOC-2 is notapplicable. The policy on Related Party transaction is uploaded on the Company's websitewww.kbs.co.in

26. PARTICULARS OF REMUNERATION:

None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5)(2) Chapter XIII as provided under Sectionl97 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The further detoils with regard to payment of remuneration to Director and KeyManagerial Personnel are provided in Form No. MGT-9 (Extract of Annual Return) appended as"Annexure I"

27. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

ITirsuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy Technology'Absorption Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy:

a. Steps taken or impact on conservation of energy - The Operations of the Company donot consume energy' intensively. However Company continues to implement prudent practicesfor saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and yvhen the necessity arises.

c. The capital investment on energy conservation equipment - NIL

B. Technology Absorption:

a. The efforts made toyvards technology absorption - The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange Inflow / Outgo:

Particulars 2020-21 2019-2020
Foreign Exchange earned NIL NIL
Foreign Exchange used NIL NIL

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COUNTS ORTRIBUNALS IMPAC TINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There yvas no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of tire Company or will have bearing onCompany's operations in future.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSILITY INITIATIVES:

The provisions relating to Corporate Social responsibility under Section 135 of theCompanies Act 2013 and rules made there under are not applicable to the company.

30. MATERIAL CHANGES AND COMMITMENT. IF ANY AFF ECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE

END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AN DTI IE DATEOFTI1E REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the F.Y. 2020-21 to which this Financial Statements relate andthe date of this Report.

31. REPORT ON CORPORATE GOV ERNANC E:

As per the provision of Regulation 15(2) of the Listing Regulations the provisionsrelated to Corporate Governance as specified in Regulations 17 18 19 20 21 22 2324 25 26 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C Dand E of the Schedule V shall not apply to a listed entity having paid up share capitalnot exceeding Rupees Ten Crores and Net-worth not exceeding Rupees Twenty Five Crores ason the last day of the previous financial year.

As on the last day of previous financial year the paid up Share Capital of and Net-worth of the Company was below the threshold limit as stated above thereby presently theCompany is not required to comply with the above provisions of Corporate Governance.

Accordingly the Report on Corporate Governance and Certificate regarding compliance ofconditions of Corporate Governance are not made a part of the Annual report.

Pursuant to the Regulation 34(2 )(e) of Listing Regulations the Management Discussionand Analysis is a part of the Annual Report.

32. INFORMATION LNDF.R THE SEXUAL HARRASSMF.NT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has adopted a Policy on prevention prohibition and Redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. TheCompany has constituted an Internal Complaint Committee under Section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Therewas no complaint received by committee on sexual harassment during the year under review.

33. COMPLIANCEWITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany complies with all the applicable provisions of the same during the year underreview.

34. ACKNOWLEDGEMENT:

Your Directors express their gratitude for assistance and co-operation from theFinancial Institutions Banks Government Authorities Customers Vendors Employees andMembers received during the year under review. Your Directors also wish to place on recordtheir deep appreciation lor the committed services of the employees of the Company.

For and on Behalf of the Board of Director

KBS India Limited

Tushar Shah

Chairman & Managing Director

DIN: 01729641

Place: 03/08/2021

Date: Mumbai

.