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KG Petrochem Ltd.

BSE: 531609 Sector: Industrials
NSE: N.A. ISIN Code: INE902G01016
BSE 00:00 | 15 Jun 324.00 4.05
(1.27%)
OPEN

319.95

HIGH

326.00

LOW

306.55

NSE 05:30 | 01 Jan KG Petrochem Ltd
OPEN 319.95
PREVIOUS CLOSE 319.95
VOLUME 130
52-Week high 331.95
52-Week low 49.40
P/E 6.83
Mkt Cap.(Rs cr) 169
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 319.95
CLOSE 319.95
VOLUME 130
52-Week high 331.95
52-Week low 49.40
P/E 6.83
Mkt Cap.(Rs cr) 169
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KG Petrochem Ltd. (KGPETROCHEM) - Director Report

Company director report

To

The Members of K G Petrochem Limited

Your Directors have pleasure in presenting this 40 th Board's Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS

2019-2020 2018-2019
Gross Income 33755.24 25665.69
Profit Before Interest and Depreciation and Exceptional item 5226.03 3907.45
Less : Finance Cost 850.96 677.7
Profit Before Depreciation and Exceptional item 4375.07 3229.75
Depreciation 1772.48 1704.77
Net Profit Before Tax and Exceptional Items 2602.59 1524.98
Less: Exceptional items -548.33 0
Provision for Tax 307.17 655.43
Net Profit After Tax 1747.09 869.55

2. REVIEW OF OPERATIONS AND STATE OF COMPANY 'S AFFAIRS

During the Financial Year the performance of the company from revenue point of viewwas improved as the Company has achieved turnover of Rs. 32947.73 Lacs as against Rs.24907.43 Lacs in the preceding financial year. There was increase in the turnover of thecompany in comparison to last year. The profit before tax and exceptional item for thefinancial year Rs.2602.59 Lacs as compared to Rs. 1524.98 Lacs in the previous year.Further Segment wise result of operation is as under:-

Textile Division

During the year its revenue from operation from Textile Divison was Rs. 29081.49 Lacsincluding export sales of Rs 24475.73 Lacs (FOB) as against Rs. 22920.3 Lacs includingexport of Rs. 19717.37 Lacs in previous year the growth of the division is substantial.The performance of the division was well during the year.

Agency Division

During the year the Agency Division has sold HDPE/LLDPE Granules 21639.87 mt. amountingto Rs. 19861.75 Lacs in comparison of 20635.00 mt. amounting of Rs.22073.00 Lacs andearned commission of Rs.88.39 Lacs (before tax) as compared to last year Rs. 82.01 Lacs.The division has performed well during the year under review.

Garment Division

Garment division is doing 100% Job work only for Textile Division.

Technical Textile Division

During the year its revenue from operation was Rs. 3777.85 Lacs including export salesof Rs. 238.98 Lacs (FOB) as compared to Rs. 1905.06 Lacs in previous financial year. Theperformance of the division was average. During the year company had installed the secondcoating line machine and started production on it.

3. CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the business of the Company during the financial year 2019-20.

4. DIVIDEND

In order to conserve the resources of company the Board of Directors are notrecommending any dividend this year.

5. AMOUNTS TRANSFERRED TO RESERVE

S. No. Reserve Head Opening Balance Addition Deduction Closing Balance
1. Revaluation Reserve 4482.51 0.00 70.91 4411.60
2. General Reserve 52.72 70.91 0.00 123.63
3. Retained Earnings 6175.85 1747.09 0.00 7922.94

6. TRANSFER OF UNCLAIMED/UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to sections 124 and 125 of the Companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") there was no unclaimed/ unpaid dividend hence the companyis not required to transfer any amount to Investor Education and Protection Fund

7. CHANGES IN CAPITAL STRUCTURE

During the year under review there is no change in the Capital Structure of thecompany. The paid-up equity share capital as on 31 March 2020 was Rs. 5.82 Crore(including forfeited shares of Rs. 0.59 crore). There was no public issue rights issuebonus issue or preferential issue etc. during the year. Further the Company has notissued shares with differential voting rights or sweat equity shares nor has it grantedany stock options.

8. MATERIAL CHANGES AND COMMITMENTS

In pursuance to section 134 (3) of the Companies act 2013 there have no materialchanges and commitments affecting the financial position of the company which haveoccurred after the closure of the financial year to which the financial statements relateto till the date of this report affecting the financial position of the company.

Impact of COVID-19 Pandemic

The COVID-19 pandemic is rapidly spreading throughout the world. The operations of theCompany were impacted due to shutdown of all plants and offices following nationwidelockdown by the Government of India. The Company has resumed operations in a phased manneras per directives from the Government of India. The Company has evaluated impact of thispandemic on its business operations and financial position and based on its review ofcurrent indicators of future economic conditions there is no significant impact on itsfinancial statements as at 31st March 2020. However the impact assessment ofCOVID-19 is a continuing process given the uncertainties associated with its nature andduration and accordingly the impact may be different from that estimated as at the date ofapproval of these financial statements. The Company will continue to monitor any materialchanges to future economic conditions.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules 2014 during theyear under review there were no significant and material order passed by any Regulator orCourt or Tribunal against the company which may impact the going concern status or futureoperations of the company.

10. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Internal Control is intended to increase transparency and accountability in anorganization's process of designing and implementing a system of internal control. Theframework requires a company to identify and analyze risks and manage appropriateresponses. The Company has successfully laid down the framework and ensured itseffectiveness.

The company's internal controls system is commensurate with the size scale nature andcomplexity of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorized use executingtransactions with proper authorization and ensuring compliance with corporate policies.

The company has appointed M/s. Arpit Vijay & Co Chartered Accountants(FRN-017737C) to oversee and carry out internal audit. The audit was conducted onquarterly basis and Audit Committee was actively reviewing the Internal Audit Report. TheManagement with Audit Committee periodically reviews the Internal Control System andprocedure for the efficient conduct of the business.

During the financial year under review the Statutory Auditor in their Report on theInternal Financial Control with reference to financial statements for the financial year2019-20 has given unmodified report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there is no change in the Board of the Company. Further Ms. NeetuSharma KMP has resigned from the post of Company Secretary and Compliance Officer witheffect from 30th October 2019. The Board expresses grateful appreciation forthe work done by Miss Neetu Sharma as Company Secretary and Compliance officer for hertenure.

Further on 14th February 2020 Ms. Swati Singh appointed as Company Secretaryand Compliance officer of the company who further resigned from the post with effect from25th May.2020 due to her personal reason.

The Company has appointed Ms. Akshita Pareek as Company Secretary and ComplianceOfficer of the company with effect from 07 July 2020.

Further the Companies Act 2013 and as per the provisions of Articles of Associationsof the company mandates that at least two thirds of the total number of directors(excluding independent directors) shall be liable to retire by rotation. Accordingly Mrs.Prity Singhal Whole Time Director (DIN: 02664482) being the longest in the office amongstthe directors liable to retire by rotation retire from the Board by rotation this yearand being eligible offers her candidature for reappointment. The Board recommends herre-appointment. A resolution seeking shareholders' approval for her re-appointment formspart of the Notice.

Brief details of Mr. Manish Singhal Managing Director Mrs. Prity Singhal Whole-TimeDirector and Shri Gauri Shanker Kandoi Whole-Time Director who is seeking appointment/ reappointment are given in the notice of Annual General Meeting.

The Independent Directors have confirmed and have submitted declarations that each ofthem meet the criteria of independence as provided in Section 149(6) of the Act along withRules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing

Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") also registered their registration of Independent Directors in Databaseof IICA for Independent Directors. There has been no change in the circumstances affectingtheir status as independent directors of the Company.

The terms & conditions for the appointment of Independent Directors are given onthe website of the Company.

As per provision of the Section 203 of the Companies Act 2013 Mr. Manish SinghalManaging Director Shri Gauri Shanker Kandoi Chairman cum Whole-Time Director Mrs. PritySinghal Whole Time Directors Mr. Shiv Ratan Sharma Chief Financial Officer (CFO) and Ms.Swati Singh Company Secretary were the Key Managerial Person of the Company as on March31 2020

12. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year 2019-20 areset out in Corporate Governance Report forming part of this report. The gap between twoconsecutive meetings was held within the time period stipulated under the Act SecretarialStandard-1 and the listing regulations.

13. EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.

Separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.

The Company has prepared an annual performance evaluation policy for performanceevaluation of Independent Directors Board and the Committees. The performance evaluationof the Independent Directors was carried out by the entire Board. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors who also reviewed the performance of the Secretarial Department.

14. NOMINATION & REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act 2013 Company hasNomination and Remuneration policy. Brief of policy as per below. Policy ia available onthe website of the company www.kgpetro.in.

BRIEF

The remuneration policy is applicable to all employees of the company includingexecutives non-executives and board of directors of the company. The policy is primarilyfocused on the employees of the company other than directors and senior executives toprovide a competitive attractive remuneration to retain protect and develop competentpersonnel. The pay package shall be based on the roles and responsibilities.

15. CREDIT RATING

ICRA has assigned and continued a long-term rating of ICRA BBB (pronounced ICRA TripleB) and short-term rating of ICRA A3+ (ICRA A three Plus) .

16. DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT

In order to prevent sexual harassment of women at work place "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"was notified on December 09 2013. Under the said Act every Company is required to set upan Internal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 the Company adopted a policy forprevention of Sexual Harassment of Women at workplace and also set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee. During the financial year 2019-20 no complaint has been received.Hence no complaint is pending at the end of the financial year

17. LISTING STATUS

Your Company's shares are listed on the Bombay Stock Exchange Limited and the listingfee for the year 2020-21 has been duly paid.

18. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES

The company does not have any Joint Venture/ Subsidiary and Associate company.

19. BOARD COMMITTEES

The Company have following Committees as on March 31 2020:

a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholder RelationshipCommittee d. Corporate Social Responsibility (CSR) Committee

The composition of the Committees charters and details of meetings held during theyear and attendance there at are given in the Report on Corporate Governance forming partof the Annual Report.

20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) of the Companies Act 2013 and Regulation22(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 asamended company has formulated a vigil mechanism (whistle blower policy) for itsdirectors and employees of the Company.

The Whistle Blower Policy and Vigil Mechanism provides a mechanism for thedirector/employee to report without fear of victimization any unethical behaviorsuspected or actual fraud violation of the Code of Conduct etc. violations and nowinstances of leak of Unpublished Price Sensitive Information which are detrimental to theorganization's interest. The mechanism protects whistle blower from any kind ofdiscrimination harassment victimization or any other unfair employment practice. TheCompany affirms that no employee has been denied access to the Audit Committee.

The Vigil Mechanism Policy is placed on the website of the Company athttp://www.kgpetro.in.

21. CODE OF CONDUCT

Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 requires every listed company to lay down a code of conduct for itsdirectors and senior management incorporating duties of directors as laid down in theCompanies Act 2013.

In this regard the Directors Key Managerial Personnel and senior management of theCompany have confirmed compliance with the Code of Conduct applicable to the Directors andemployees of the Company and the declaration in this regard made by the Managing Directoris attached as Annexure "I" which forms a part of this Report. The Code ofConduct is also available on the Company's website www.kgpetro.in

22. HUMAN RESOURCE MANAGEMENT HEALTH AND SAFTEY

During the year the Company had cordial relations with workers staff and officers. Theshop floor management is done through personal touch using various motivational tools andmeeting their training needs requirements. The company has taken initiative for safety ofemployees and implemented regular safety audit imparted machine safety training wearingprotective equipment's etc

Company continued to focus on attracting new talent while investing in organic talentdevelopment to help employees acquire new skills explore new roles and realize theirpotential. The Company believes in empowering its employees through greater knowledgeteam spirit and developing greater sense of responsibility. The total count of regularemployees as at March 31 2020 was 1132.

23. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of

Managerial Personnel) Rules 2014 regarding employees is given in Annexure ‘II'.

There were no employee in the company drawing remuneration in excess of the limits setout in the Rule 5(2) and 5(3) of the Companies (Appointment and remuneration of ManagerialPersonnel) Rules 2014.

24. EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act2013 read with Companies(Management and Administration) Rules 2014 as prescribed in FormNo. MGT-9 is given in Annexure ‘III' in the prescribed Form No. MGT-9 which is apart of this report.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. During the year thecompany has not entered into any contracts/ arrangements/ transactions with relatedparties which could be considered material in accordance with the policy of the company onmateriality of related party transaction hence Form No. AOC-2 is not applicable to thecompany.

During the year 2019-20 as required under section 177 of the Companies Act 2013 andregulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 all related party transactions were placed before the Audit Committee for approval.A statement showing the disclosure of transactions with related parties as required underInd AS 24 is set out separately in this Annual Report.

The Company has formulated a policy on materiality of related party transactions andalso on dealing with related party transactions which has been uploaded on the Company'swebsite at the web link www.kgpetro.in

26. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview pursuant to the provisions of Section 135 of the Companies Act 203 are set out inAnnexure 'IV' of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014.

For other details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report. The CSR policy is available onhttp://kgpetro.in/corporate_responsibility.php.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information on conversation of energy technology absorption foreign exchange earningsand out go pursuant to section 134 (m) of the Companies Act 2013 read with the Companies(Accounts)Rules

2014 is given in "Annexure V" of the report.

28.CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulatedunder the listing regulations. A separate report of the Board of Directors of the Companyon Corporate Governance is included in the Annual Report as Annexure ‘VI' and theCertificate from CS Sandeep

Kumar Jain Practicing Company Secretary confirming compliance with the requirements ofCorporate Governance as stipulated in Regulation 34 (3) read with part E of Schedule V ofSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is annexed asAnnexure ‘A 'to the Corporate Governance Report.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required by Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is given in Annexure‘VII'.

30.STATUTORY AUDITORS AND REPORT THEREON

In the 39th Annual General Meeting the stakeholders approved the appointment of RSogani & Associates Chartered Accountants (FRN: 018755C) as Statutory auditor fromthe conclusion of thirty ninth Annual General Meeting till the conclusion of the fortyfourth Annual General Meeting of the Company at a remuneration mutually agreed betweenthe Board of Directors of the Company and the Auditors.

As per the provisions of section 40 of the Companies (Amendment) Act 2017 there is norequirement for ratification of appointment of Statutory Auditor at every Annual GeneralMeeting of the Company and therefore it is not required to ratify the appointment everyyear.

Further the Statutory Auditors' report for the Financial Year 2019-20 does not containany qualifications reservations or adverse remarks.

31. SECRETARIAL AUDIT AND REPORT

According to provision of the section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has re-appointed M/s Arms & Associates LLP Practicing Company Secretaries toundertake the secretarial audit of the Company for the financial year ended 31st March2020. The Secretarial Audit Report Submitted by M/s Arms & Associates LLP PracticingCompany Secretaries for the financial year ended 31st March 2020 in the prescribed formMR-3 is annexed to the report as Annexure VIII. The said secretarial audit report does notcontain any qualification reservation or adverse remark or disclaimer.

In addition to the above and pursuant to SEBI Circular dated 8 February 2019 a Reporton Secretarial Compliance by M/s Arms & Associates LLP for the year ended 31 March2020 is being submitted to stock exchanges. There are no observations reservations orqualifications in the said Report.

The Board has re-appointed M/s. ARMS & Associates LLP Company Secretaries asSecretarial Auditor of the Company to carry out Secretarial Audit of the Company for thefinancial year 2020-21.

32.COST AUDIT

In accordance of section 148 read with Sub Rule (3) of Rule 4 of Companies (CostRecords & Audit) Rules 2014 Cost Audit for the FY 2019-20 is not applicable on thecompany as the export turnover of the company is more than 75% of its total turnover.

33.PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/s 186

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable for the F.Y. 2019-20.

34.DEPOSITS FROM PUBLIC

During the financial year under review your Company has neither invited nor acceptedor renewed any fixed deposit from public in terms of provisions of section 73 to 76 of theAct read with the Companies (Acceptance of Deposits) Rules 2014. No amount of principalor interest was outstanding as on March 31 2020.

35.DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2020 97.52% of the share capital stands dematerialized.

36.PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading Regulations) 2015 the Board hasformulated and implemented a Code of Conduct to regulate monitor and report trading byits employees and other connected persons and Code of Practices and Procedures for fairdisclosure of Unpublished Price

Sensitive Information. The same is available on the Company's website i.e.http://www.kgpetro.in

37 . DIRECTORS' RESPONSIBILIT STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

38. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31 March 2020 have beendisclosed as per Division ll of Schedule III to the Companies Act 2013.

39. INDIAN ACCOUNTING STANDARDS 2015

The annexed financial statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under section 133 of the Companies Act 2013 Companies(Indian Accounting Standards) Rules 2015 and other relevant provisions of the CompaniesAct 2013.

40. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1 July 2015. The said standards were further amended w.e.f. 1October 2017. The Company is in compliance with the same.

41. CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives expectations and/oranticipations may be 'forward looking' within the meaning of applicable Securities Law andRegulations. Important factors that could influence the Company's operations includeglobal and domestic supply and demand conditions affecting selling prices of finishedgoods availability of inputs and their prices changes in the Government policiesregulations tax laws economic developments within the country and outside and otherfactors such as litigation and industrial relations.

Except as required by law the Company does not undertake to update any forward-lookingstatements to reflect future events or circumstances Investors are advised to exercisedue care and caution while interpreting these statements.

42. APPRECIATION

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

For and on behalf of the Board of Directors
K G Petrochem Limited
Manish Singhal Gauri Shanker Kandoi
Managing Director Chairman cum Whole-Time Director
DIN : 00120232 DIN : 00120330

Date : 26.08.2020

Place : Jaipur

ANNEXURE-I

Annual Compliance with the Code of Conduct for the Financial Year 2019-20

Pursuant to the Schedule V (Part D) of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 I hereby confirm and declare that the Company has receivedaffirmations on compliance with the Code of Conduct for the financial year ended March 312020 from all the Board Members and Senior Management Personnel.

For and on behalf of the Board of Directors
K G Petrochem Limited
Manish Singhal
Managing Director
DIN : 00120232

Date : 26.08.2020

Place : Jaipur

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2019

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L24117RJ1980PLC001999
ii Registration Date 29th February 1980
iii Name of the Company K G PETROCHEM LIMITED
iv Category/ Sub-category of the Company Public Company/ Limited with Shares
C-171 Road No. 9J VK I Area Jaipur-302013 Rajasthan
Tel. No. 0141-2331231; 4106800
v Address of the Registered office & contact details Fax: 91-141-2332845
Email Id: jproffice21@bhavik.biz
vi Whether listed company Website: www.kgpetro.in Listed
Niche Technologies Pvt. Ltd.
71 B R B Basu Road D-511 Bagree Market 5th
Floor Kolkata-700001West Bengal
vii Name Address & contact details of the Registrar & Transfer Agent if any. Tel No.: 033 - 22343576 / 22357270 / 7271
Fax: 033 - 22156823
Email Id: nichetechpl@nichetechpl.com
Website: www.nichetechpl.com

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

S. No. Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Cotton Terry Towel 131 88.27
2 Artificial Leather 139 11.47

III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

S. No. Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
1 N.A. N.A. N.A. N.A. N.A.

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of year

% Cha
Demat Phy sical Total % Total Shares Demat Phy sical Total % Total Shares nge during the year
A. PROMOTERS
(1) Indian
a) Individual / HUF 3897332 0 3897332 74.647 3897622 0 3897622 74.653 -0.006
b) Central Government
c) State Government
d) Bodies Corporate
e) Banks / Financial Institutions
f) Any Other
Sub-total (A)(1) 3897332 0 3897332 74.647 3897622 0 3897622 74.653 -0.006
(2) Foreign
a) NRIs - Individuals
b) Other - Individuals
c) Bodies Corporate
d) Banks / Financial Institutions
e) Any Other
Sub-total (A)(2) 0 0 0 0.000 0 0 0 0.000 0.000
Total Shareholding of 3897332 0 3897332 74.647 3897622 0 3897622 74.653 -0.006
Promoter (A) = (A)(1)+(A)(2)
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds
b) Banks / Financial Institutions
c) Central Governments
d) State Governments
e) Venture Capital Funds
f) Insurance Companies
g) Foreign Institutional
Investors (FII)
h) Foreign Venture Capital Funds
i) Others (Specify)
Sub-total (B)(1) 0 0 0 0.000 0 0 0 0.000 0.000
(2) Non-Institutions
a) Bodies Corporate
i) Indian 211549 53600 265149 5.079 211097 53600 264697 5.070 -0.009
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs 1 lakh 96876 78350 175226 3.356 109842 75450 185292 3.549 0.193
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 881297 0 881297 16.880 871400 0 871400 16.69 -0.18
c) Others Specify
1. NRI 1004 0 1004 0.019 994 0 994 0.019 -0.000
2. Overseas Corporate
Bodies
3. Foreign Nationals
4. Clearing Members 992 0 992 0.019 995 0 995 0.019 0.0005
5. Trusts
6. Foreign Bodies - D.R.
Sub-total (B)(2) 1191718 131950 1323668 25.353 1194328 129050 1323378 25.347 2.477
Total Public Shareholding (B) = (B)(1)+(B)(2) 1191718 131950 1323668 25.353 1194328 129050 1323378 25.347
C. Shares held by Custodian for GDRs & ADRs 5091950 129050 5221000
GRAND TOTAL (A+B+C) 5089050 131950 5221000 100.000 5091950 129050 5221000 100.00 0.00

ii. Shareholding of Promoters

S. No Shareholder's Name

Shareholding at the year

beginning of

Shareholding at the end of the year

% of change shareholding during the year
No. Shares % of total shares of the company % of Shares Pledged/ Encumbered to total shares No. of Shares % of total shares of the company % of Shares Pledged/ Encumbered to total shares
1 Bal Dev Das Gauri Shanker Kandoi HUF 330400 6.328 0.000 226923 4.346 0.000 -1.982
2 Gauri Shanker Kandoi 1428807 27.367 0.000 1428807 27.367 0.000 0.000
3 Manish Singhal 1377625 26.386 0.000 1377625 26.386 0.000 0.000
4 Manish Singhal HUF 340000 6.512 0.000 340000 6.512 0.000 0.000
5 Savitri Kandoi 420500 8.054 0.000 420500 8.054 0.000 0.000
6 Prity Singhal** 103767 1.987 0.000 1.987
T O T A L 3897332 74.647 0.000 3897622 74.653 0.000 0.000

** Shares held by Prity Singhal in her demat account as well as custodian has been notbeen included in the promoter Group while submitting Shareholding pattern as on 31stMarch 2020 and In this statement she has been included in the promoter group.

iii. Change in Promoter's Shareholding (SPECIFY IF THERE IS NO CHANGES)

Sl No. Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Bal Dev Das Gauri Shanker Kandoi HUF
a) At the Beginning of the Year 330400 6.328 330400 6.328
18/03/2020 Transfer -9720 -0.186 320680 6.142
30/03/2020 Transfer -93608 -1.793 227072 4.349
30/03/2020 Transfer -149 -0.003 226923 4.346
b) Changes during the year 103477
c) At the End of the Year 226923 4.346 226923 4.346
2 Gauri Shanker Kandoi
a) At the Beginning of the Year 1428807 27.367 1428807 27.367
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 1428807 27.367 1428807 27.367
3 Manish Singhal
a) At the Beginning of the Year 1377625 26.386 1377625 26.386
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 1377625 26.386 1377625 26.386
4 Manish Singhal HUF
a) At the Beginning of the Year 340000 6.512 340000 6.512
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 340000 6.512 340000 6.512
5 Savitri Kandoi
a) At the Beginning of the Year 420500 8.054 420500 8.054
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 420500 8.054 420500 8.054
5 Prity Singhal**
a) At the Beginning of the Year 0.00 0.000 0 0.000
b) Changes during the year 103767
c) At the End of the Year 103767 1.987 103767 1.987
T O T A L 3897622 74.647 3897622 74.653

**Shares held by Prity Singhal in her demat account as well as custodian has been notbeen included in the promoter Group while submitting Shareholding pattern as on 31stMarch 2020 and In this statement she has been included in the promoter group iv.Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holdersof GDRs and ADRs) :

Sl. No For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. shares of % of shares the total of company
1 SANJAY BANSAL
a) At the Beginning of the Year 260175 4.983 260175 4.983
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 260175 4.983 260175 4.983
2 VANDITA JAIN
a) At the Beginning of the Year 253900 4.863 253900 4.863
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 253900 4.863 253900 4.863
3 M T Financial Services Private Limited
a) At the Beginning of the Year 210000 4.022 210000 4.022
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 210000 4.022 210000 4.022
4 VIDIT JAIN
a) At the Beginning of the Year 176806 3.386 176806 3.386
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 176806 3.386 176806 3.386
5 SIDDHARTH KEDIA
a) At the Beginning of the Year 102300 1.959 102300 1.959
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 102300 1.959 102300 1.959
6 PRUDENTIAL CAPITAL MARKETS LTD.
a) At the Beginning of the Year 52600 1.007 52600 1.007
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 52600 1.007 52600 1.007
7 MANIK CHAND FOGLA
a) At the Beginning of the Year 35200 0.674 35200 0.674
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 35200 0.674 35200 0.674
8 NEELAM MITTAL
a) At the Beginning of the Year 17511 0.335 17511 0.335
b) Changes during the year
Date Reason
12/04/2019 Transfer -1 0.000 17510 0.335
26/04/2019 Transfer -35 0.001 17475 0.335
14/06/2019 Transfer -1 0.000 17474 0.335
c) At the End of the Year 17474 0.335 17474 0.335
9 PRABHUDAYAL FOGLA
a) At the Beginning of the Year 12300 0.236 12300 0.236
b) Changes during the year [NO CHANGES DURING THE YEAR]
c) At the End of the Year 12300 0.236 12300 0.236
10 ASHA GARG
a) At the Beginning of the Year 12100 0.232 12100
b) Changes during the year

[NO CHANGES DURING THE YEAR]

c) At the End of the Year 12100 0.232 12100
T O T A L 1132890 21.699 1132892

v. Shareholding of Directors and Key Managerial Personnel

S. No. Name of Director & KMP and Particulars of Change Shareholding of the year at the beginning

Cumulative Shareholding during the year

1 Mr. Gauri Shanker Kandoi No. of Shares % of total shares of the company No of shares % of shares of company total the
At the beginning of the year 1428807 27.367 1428807 27.367
Changes during the year

[NO CHANGE DURING THE YEAR]

At the end of the year 1428807 27.367 1428807 27.367
2 Mr. Manish Singhal No. of Shares % of total shares of the company No of shares % of shares of company total the
At the beginning of the year 1377625 26.386 1377625 26.386
Changes during the year [NO CHANGE DURING THE YEAR]
At the end of the year 1377625 26.386 1377625 26.386
3 Mrs. Prity Singhal** No. of Shares % of total shares of the company No of shares % of shares of company total the
At the beginning of the year 0 0.00 0 0.00
Changes during the year 103767 1.99% 103767 1.99%
At the end of the year 103767 1.99% 103767 1.99%

**Shares held by Prity Singhal in her demat account as well as custodian has been notbeen included in the promoter Group while submitting Shareholding pattern as on 31stMarch 2020 and In this statement she has been included in the promoter group

4 Mr. Jai Prakash Khandelwal No. of Shares % of total shares of the company No of shares % of shares total of the company
At the beginning of the year 0 0.00 0 0.00
Changes during the year [NO CHANGE DURING THE YEAR]
At the end of the year 0 0.00 0 0.00
5 Mr. Kamlesh Sharma No. of Shares % of total shares of the company No of shares % of shares total of the company
At the beginning of the year 0 0.00 0 0.00
Changes during the year [NO CHANGE DURING THE YEAR]
At the end of the year 0 0.00 0 0
6 Mr. Bridhi Chand Sharma No. of Shares % of total shares of the company No of shares % of shares total of the company
At the beginning of the year 0 0.00 0 0.00
Changes during the year [NO CHANGE DURING THE YEAR]
At the end of the year 0 0.00 0 0
7 Mr. Shiv Ratan Sharma No. of Shares % of total shares of the company No of shares % of shares total of the company
At the beginning of the year 0 0.00 0 0.00
Changes during the year [NO CHANGE DURING THE YEAR]
At the end of the year 0 0.00 0 0
8 Ms. Neetu Sharma No. of Shares % of total shares of the company No of shares % of shares total of the company
At the beginning of the year 0 0.00 0 0.00
Changes during the year [NO CHANGE DURING THE YEAR]
At the end of the year 0 0.00 0 0.00
9 Ms. Swati Singh No. of Shares % of total shares of the company No of shares % of shares company total of the
At the beginning of the year 0 0.00 0 0.00
Changes during the year [NO CHANGE DURING THE YEAR]
At the end of the year 0 0.00 0 0.00

*Ms Neetu Sharma resigned from the company on 30.10.2019. ** Ms. Swati Singh resignedfrom the company on 25.05.2020.

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 12934.94 1074.35 0.00 14009.29
ii) Interest due but not paid 0.00 0.00 0.00 0.00
iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i+ii+iii) 12934.94 1074.35 0.00 14009.29
Change in Indebtedness during the financial year
Additions 1741.33 530.10 0.00 2271.43
Reduction 289.55 295.25 0.00 584.80
Net Change 1451.78 234.85 0.00 1686.63
Indebtedness at the end of the financial year
i) Principal Amount 14386.72 1211.83 0.00 15598.55
ii) Interest due but not paid 0.00 97.37 0.00 97.37
iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i+ii+iii) 14386.72 1309.20 0.00 15695.92

Note: In Financial Year 18-19 unsecured loan was part of Current Liabilities. In F.Y2019-20 it is shown as Unsecured Loan.

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration toManaging Director Whole time director and/or Manager:

S.No. Particulars of Remuneration

Name of the MD/WTD/Manager

Total Amount
1 Gross salary Gauri Shanker Kandoi Manish Singhal Prity Singhal
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 96 96 54 246.00
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 Nil Nil Nil Nil
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 Nil Nil Nil Nil
2 Stock option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
4 Commission
as % of profit
others (specify) Nil Nil Nil Nil
5 Others please specify Nil Nil Nil Nil
Total (A) 96 96 54 246.00
Ceiling as per the Act

Rs. 120.00 lacs (Calculated as per Schedule V and section 198 of the Companies Act 2013)

B. Remuneration to other Directors:

(Amount in Lacs)
S.No. Particulars of Remuneration

Name of the Directors

Total Amount
1 Independent Directors Jai Prakash Khandelwal Kamlesh Bridhi Sharma Chand Sharma
(a) Fee for attending board committee meetings Nil Nil Nil Nil
(b) Commission Nil Nil Nil Nil
(c ) Others please specify Nil Nil Nil Nil
Total (1) Nil Nil Nil Nil
2 Other Non Executive Directors
(a) Fee for attending board committee meetings Nil Nil Nil Nil
(b) Commission Nil Nil Nil Nil
(c ) Others please specify Nil Nil Nil Nil
Total (2)
Total (B)=(1+2) Nil Nil Nil Nil
Total Managerial Remuneration Nil Nil Nil Nil
Overall Ceiling as per the Act.

Rs. 120.00 lacs per managerial person (Calculated as per Schedule V section 198 of the Companies Act 2013)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

S. No. Particulars of Remuneration Key Managerial Personnel
1 Gross Salary Neetu Sharma**** Company Secretary & Compliance Officer Swati Singh Company Secretary & Compliance Officer Shiv Ratan Sharma CFO Total
(a)Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 1.11 0.32 6.18 7.61
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 Nil Nil Nil Nil
(c )Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 Nil Nil Nil Nil
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
4 Commission as % of profit Nil Nil Nil Nil
others specify
5 Others please specify Nil Nil Nil Nil
Total 1.11 0.32 6.18 7.61

** Ms. Neetu Sharma has resigned on Oct30 2019

*** Ms. Swati Singh has been appointed on Feb 14 2020 and resigned on May 25 2020

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/Punishment /Compounding fees imposed Authority (RD/NCLT/Court) Appeal made if any (give details)
A. COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. DIRECTORS
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
By the order of the Board of Directors
For KG PETROCHEM LIMITED
Manish Singhal Gauri Shanker Kandoi
Managing Director Chairman cum Whole-Time Director
DIN : 00120232 DIN : 00120330

Date : 26.08.2020

Place : Jaipur