You are here » Home » Companies » Company Overview » Kisan Mouldings Ltd

Kisan Mouldings Ltd.

BSE: 530145 Sector: Industrials
NSE: N.A. ISIN Code: INE017C01012
BSE 00:00 | 25 Oct 16.45 -0.05
(-0.30%)
OPEN

16.50

HIGH

17.15

LOW

16.15

NSE 05:30 | 01 Jan Kisan Mouldings Ltd
OPEN 16.50
PREVIOUS CLOSE 16.50
VOLUME 9956
52-Week high 24.60
52-Week low 8.26
P/E
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.50
CLOSE 16.50
VOLUME 9956
52-Week high 24.60
52-Week low 8.26
P/E
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kisan Mouldings Ltd. (KISANMOULDINGS) - Director Report

Company director report

To

Dear Members

The Board of Directors ('Board') have great pleasure in presenting theCompany's Thirty-First (31st) Annual Report on the business and operations of the Companytogether with the Standalone and Consolidated Audited Financial Statements for thefinancial year ended March 31 2020.

1. FINANCIAL SUMMARY/ HIGHLIGHTS:

the Company's financial performance for the Financial Year ended March31 2020 is summarised below:

(' in Lakhs)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from operations 24760.92 49030.00 24765.48 53368.20
Add:- other Income 708.50 123.64 708.50 123.64
Total Income 25469.42 49153.64 25473.98 53491.84
Total Expenses 31133.77 50728.54 31138.93 55061.89
Profit/ (loss) before tax (PBT) (5664.35) (1574.90) (5664.96) (1570.05)
Less:- Tax expense (1455.64) (603.04) (1455.67) (601.57)
Profit/ (loss) for the year (PAT) (4208.71) (971.86) (4209.29) (968.49)
Other Comprehensive Income/ (Loss) 30.86 10.53 30.86 10.53
Total Comprehensive Income/ (Loss) (4177.85) (961.33) (4178.43) (957.96)

2. INDIAN ACCOUNTING STANDARDS:

pursuant to notification issued by Ministry of Corporate Affairs datedFebruary 16 2015 notifying the Companies (Indian Accounting Standards) Rules 2015 theCompany has adopted Indian Accounting Standards (Ind-AS) with effect from April 1 2017.

3. FINANCIAL PERFORMANCE:

on a consolidated basis the total revenue for Financial Year 2019-20at Rs. 25473.98 lakhs was lower by 52.38% over the previous year Rs. 53491.84 lakhs inFinancial Year 2018-19. total earning after tax for Financial Year 2019-20 is in loss ofRs. 4209.29 lakhs against the loss of previous year of Rs. 968.49 lakhs in Financial Year2018-19.

on standalone basis the total revenue of the Company decreased to Rs.25469.42 lakhs for Financial Year 2019-20 against Rs. 49153.64 lakhs in previousFinancial Year 2018-19. Your Company reported total loss after tax was Rs. 4208.71 lakhsfor Financial Year 2019-20 against the loss of Rs. 971.86 lakhs in Financial Year 2018-19.

In order to increase further sales in the near future the Company isplanning to adopt various strategies and programmes which will boost the demand for theCompany's products. the Company is of the view to focus on magnifying innovations in themarketplace through brilliant execution and on building markets of the future or what wecall as 'market development' and thereby enhancing stakeholders value.

4. TRANSFER TO RESERVE:

During the year under review the Company has not transferred anyamount to any Reserve.

5. DIVIDEND:

During the year under review your directors have not recommended anydividend.

6. SHARE CAPITAL:

Issued subscribed and paid up equity share capital of the Company isRs. 338630650/- divided in to 33863065 Equity shares of face value of Rs. 10/- each.

During the year under review the Company has neither issued any shareswith differential voting rights nor granted any stock options or sweat equity and does nothave any scheme to fund its employees to purchase the shares of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared inaccordance with the relevant Indian Accounting Standards issued by the Institute ofChartered Accountants of India and forms as an integral part of this Report.

8. DEPOSITS:

During the year under review your Company has not accepted anydeposits within the meaning of Section 73 and Section 76 of the Companies Act 2013 readwith Companies (Acceptance of Deposits) rules 2014.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONBETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AND CHANGE IN NATURE OF BUSINESS OFTHE COMPANY:

IMPACT OF COVID-19 PANDEMIC ON THE BUSINESS AND FINANCIAL POSITION OFTHE COMPANY

the outbreak of the CoVID-19 pandemic globally and in India followedby the lockdown in the country has adversely affected the business operations of theCompany. After the guidelines issued by the authorities regarding exemption from time totime the Company resumed its part manufacturing operations in a phased manner from May04 2020 considering the order requirements with the available workforce. Further due tolimited workforce and restrictions on deployment of employees in our manufacturing unitsand offices the capacity utilization has not been at the desired level. this has affectedperformance turnover/ profitability and consequent liquidity position of the Company.

there are no other material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisreport. there has been no change in the nature of business of the Company.

10. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

pursuant to provisions of Section 143 (12) of the Companies Act 2013there were no frauds reported by the Auditors of the Company during the year under reviewto the Audit Committee or the Board of Directors as such there is nothing to report underSection 134 (3) (ca) of the Companies Act 2013.

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

pursuant to section 134(5) of the Companies Act 2013 the Board ofDirectors make the following statements to the best of their knowledge and ability:

a. that in the preparation of the annual financial statements theapplicable accounting standards have been followed along with proper explanation and thatno material departures have been made from the same;

b. that such accounting policies as mentioned in Notes to the FinancialStatements have been selected and applied consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at March 31 2020 and of the profit and loss of the Company forthe year ended on that date;

c. that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a goingconcern basis;

e. that the directors had laid down proper internal financial controlsto be followed by the Company and such internal financial controls are adequate andoperating effectively; and

f. that the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

12. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act2013 and that of Articles of Association of the Company Mr. Sanjeev Aggarwal (DIN:00064076) Chairman & Managing Director of the Company being longest in the office isliable to retire by rotation at ensuing 31st Annual General Meeting of the Company andbeing eligible has offered himself for re-appointment.

Appointments and cessations of Directors & Key Managerial personnelare as under:

Appointments:

• Mr. prashant Krishnaji Deshmukh (Din:

02410071) was on recommendation of

Nomination and Remuneration Committee appointed as an AdditionalDirector (NonExecutive- Independent Director) with effect from october 21 2019 by theBoard of Directors of the Company vide Circular by Resolution No. BoD/01/2019-20 datedoctober 21 2019 who shall hold office upto the date of ensuing 31st Annual GeneralMeeting of the Company.

• Mr. Jhumarlal Motilal Bhalgat (DIN:

08693670) was on recommendation of

Nomination and Remuneration Committee appointed as an AdditionalDirector (NonExecutive- Independent Director) with effect from February 14 2020 by theBoard of Directors of the Company at their meeting held on February 13 2020 who shallhold office upto the date of ensuing 31st Annual General Meeting of the Company. TheCompany has received a notice in writing from a member of the Company under Section 160 ofthe Companies Act 2013 proposing his candidature for the office of Independent Directorof the Company for a term of 3 (Three) years i.e. from February 14 2020 to February 132023.

• Mr. Dinesh Navnitlal Modi (DIN: 00004556) was on recommendationof Nomination and Remuneration Committee appointed as an Additional Director(Non^xecutive- Independent Director) with effect from June 23 2020 by the Board ofDirectors of the Company vide Circular by Resolution No. BoD/01/2020-21 dated June 212020 who shall hold office upto the date of ensuing 31st Annual General Meeting of theCompany. The Company has received a notice in writing from a member of the Company underSection 160 of the Companies Act 2013 proposing his candidature for the office ofIndependent Director of the

Company for a term of 3 (Three) years i.e. from June 23 2020 to June22 2023.

• Mr. ravi Kant Jagetiya (DIN: 08734797) was on recommendation ofNomination and remuneration Committee appointed as an Additional Director (Non-executive-Independent Director) with effect from July 13 2020 by the Board of Directors of theCompany vide Circular by resolution No. BoD/04/2020-21 dated July 10 2020 who shall holdoffice upto the date of ensuing 31st Annual General Meeting of the Company. The Companyhas received a notice in writing from a member of the Company under Section 160 of theCompanies Act 2013 proposing his candidature for the office of Independent Director ofthe Company for a term of 3 (Three) years i.e. from July 13 2020 to July 12 2023.

• Mr. Suresh purohit Financial Controller was on recommendationof Nomination and remuneration Committee appointed and re-designated as Chief Financialofficer (CFo) and Key Managerial personnel of the Company with effect from November 122019 by the Board of Directors at their meeting held on November 12 2019.

• the tenure of Mr. rishav Aggarwal (DIN: 05155607) Whole-timeDirector of the Company expiring on August 21 2020. the Board of Directors at itsmeeting held on July 31 2020 on recommendation of Nomination and remuneration Committeehas approved the re-appointment of Mr. rishav Aggarwal for further period of 3 years witheffect from August 22 2020 and the Board further recommended the same to the Shareholdersfor their approval in ensuing 31st Annual General Meeting of the Company. Hisre-appointment and remuneration is in terms of the Section 196 197 198 200 and 203 readwith Schedule V of the Companies Act 2013. the detailed terms and conditions includingremuneration have been mentioned in the notice convening 31st Annual General Meeting ofthe Company.

Cessation:

• Mr. Amit Sudhakar Chief Financial officer of the Company hasbeen resigned from the service of the Company with effect from May 20 2019. Consequentlyhe has also been ceased to act as the Key Managerial personnel of the Company.

• Mr. Sunil Goyal (DIN: 00503570) Nonexecutive Director(Non-Independent) of the Company ceased to be Director with

effect from September 04 2019.

• Mr. H.S. Upendra Kamath (DIN: 02648119) ceased as IndependentDirector of the Company with effect from october 17 2019.

• Mr. praveen Kumar Tripathi (Din: 03154381) ceased as IndependentDirector of the Company with effect from February 17 2020.

• Mr. prashant Krishnaji Deshmukh (DIN: 02410071) ceased asAdditional Director (Independent Director) of the Company with effect from August 112020.

pursuant to requirements of the Section 203 of the Companies Act 2013the Board of Directors noted that Mr. Sanjeev Aggarwal (DIN: 00064076) Chairman &Managing Director Mr. Rishav Aggarwal (DIN: 05155607) Wholetime Director Mr. Sureshpurohit Chief Financial officer and Mr. Dharak Mehta Company Secretary & Complianceofficer of the Company are the Key Managerial personnel of the Company as on the date ofthis report.

Brief profile of the Directors proposed to be appointed/ re-appointedas required under regulation 36(3) of the SEBI (Listing obligations and Disclosurerequirements) regulations 2015 and Secretarial Standard - II on General meetings (SS-2)issued by the Institute of Company Secretaries of India (ICSI) are provided in the Noticeof 31st AGM of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have submitted a declarationunder section 149(7) of the Companies Act 2013 and confirmed that they meet the criteriaof independence as mentioned under the provisions of sub-section (6) of Section 149 of theCompanies Act 2013 and regulation 16 of SEBI (Listing obligations and Disclosurerequirements) regulations 2015 along with declaration received pursuant to sub rule (3)of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014 asamended from time to time.

14. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all theIndependent Directors of the Company possesses highest standard of integrity relevantexpertise and experience required to best serve the interest of the Company.

15. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act 2013and Regulation

19 of SEBI (Listing obligations & Disclosure Requirements)Regulations 2015 and on the recommendation of the Nomination & RemunerationCommittee the Board had adopted the Nomination & Remuneration Policy for selectionand appointment of Directors Senior Management including Key Managerial Personnel (KMP)and their remuneration. The details of Remuneration Policy are stated in the CorporateGovernance Report. The details of this policy have been posted on the website of theCompany viz. http://www.kisangroup. com/investorrelations/code-policies.php.

16. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act 2013 andSEBI (Listing obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual evaluation of its own performance Board Committees and IndividualDirectors and Chairperson. The evaluation process inter alia considers attendance ofDirectors at Board and committee meetings acquaintance with business communicating interse board members effective participation domain knowledge compliance with code ofconduct vision and strategy etc. which is in compliance with applicable lawsregulations and guidelines. The performance of each Committee was evaluated by the Boardbased on the report of evaluation received from respective Board Committees.

The performance evaluation of the Independent Directors was alsocarried out by the entire Board excluding the Director being evaluated. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors at their separate meeting held on February 13 2020.

The Board of Directors expressed their satisfaction with the evaluationprocess.

17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS:

Pursuant to provision of Section 178(3) of the Companies Act 2013 thepolicy for appointment and selection of director and their remuneration including criteriafor determining qualification positive attributes independence of director and othermatters are adopted by the Board of Directors of the Company.

18. NUMBER OF MEETINGS OF THE BOARD:

Six (6) meetings of the Board of Directors were held during theFinancial Year 2019-2020. The details of Board Meetings and the attendance of Directorsare provided in the Corporate Governance Report which is part of this report.

19. NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

Four (4) meetings of the Audit Committee were held during the FinancialYear 2019-2020. The details of Audit Committee Meetings and the attendance of members areprovided in the Corporate Governance Report which is part of this report. Allrecommendations of the Audit Committee have been accepted by the Board.

20. AUDITORS:

a) Statutory Auditors:

M/s. ADV & Associates Chartered Accountants Mumbai (Firmregistration No. 128045W) were appointed as the Statutory Auditors in 27th Annual GeneralMeeting ('AGM') to hold office from the conclusion of 27th AGM for a term of consecutivefive years till conclusion of 32nd AGM (subject to ratification of the appointment by themembers at every AGM).

MCA vide circular dated May 7 2018 omitted the requirement ofratification of term of Statutory Auditor every year. However the Auditors have confirmedtheir eligibility limits as prescribed in the Companies Act 2013 and that they are notdisqualified for such appointment.

The Notes on Financial Statements referred to in the Auditors' Reportare self-explanatory and there is no audit qualification reservation or adverse remarkfor the year under review.

b) Cost Auditors:

In terms of Section 148 of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 it is stated that the cost accounts and records aremade and maintained by the Company as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013. Pursuant to the provisions ofSection 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014 your Company is required to appoint Cost Auditor for the audit of costrecords of the Company.

A Certificate from M/s. Bhanwarlal Gurjar & Co. Cost Accountantshas been received to the effect that their appointment as Cost Auditor of the Company ifmade would be in accordance with the limits specified under Section 141 of the Act andRules framed thereunder.

The Board on recommendation of Audit Committee has approved thereappointment and remuneration of M/s. Bhanwarlal Gurjar & Co. Cost Accountants (FRN:101540) as the Cost Auditor to audit of cost accounting records of the Company for thefinancial year 2020-2021 at their meeting held on July 31 2020.

In accordance with the provisions of Section 148 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 since the remunerationpayable to the Cost Auditors is required to be ratified by the shareholders; the Boardrecommends the same for approval of shareholders at the ensuing AGM.

c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 onrecommendation of Audit Committee the Board of Directors at their meeting held on July31 2020 had re-appointed M/s. AVS & Associates Company Secretaries in practice NaviMumbai to conduct Secretarial Audit for the financial year 2020-2021.

The report on secretarial audit for the Financial Year 2019-2020issued by M/s. AVS & Associates Company Secretaries in Form MR-3 forms integral partof this report as "Annexure- D".

The observations given by Secretarial Auditor in their report for thefinancial year ended March 31 2020 are self-explanatory except the following:

Sr. No. Observations Reply to the observations
1. The Company has made delay in submission of disclosures including quarterly disclosures for the quarter ended December 31 2019 and March 31 2020 for defaults on payment of interest/ repayment of principal amount of loans to stock exchange pursuant to SEBI Circular SEBI/HO/ CFD/ CM D1/CIR/P/2019/140 dated November 21 2019. Due to pendency on reconciliation/ confirmation on amounts of defaults and subsequently nationwide lockdown because of outbreak of COVID-19 pandemic the Company was forced to close its Registered Office at Mumbai and temporarily shut down all plants and other offices of the Company and the Company has resumed the operations at the Registered Office and other branch offices with minimum number of permitted employees.
Hence the Company could not submitted disclosures including quarterly disclosures of defaults on payment of interest/ repayment of principal amount on loans for the quarter ended December 31 2019 and March 31 2020 pursuant to SEBI Circular SEBI/Ho/CFD/ CMD1/CIR/p/2019/140 dated november 21 2019 on due date and there were delay in submission of the said disclosures.

d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013and rules made thereunder (including any amendment(s) modification(s) or re-enactment(s)thereof for the time being in force) the Board of Directors of the Company onrecommendation of Audit Committee at their meeting held on July 31 2020 have appointedM/s. JMRC & Co. Chartered Accountants as Internal Auditors of the Company for theFinancial Year 2020-2021 to conduct Internal Audit of the Company.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place Internal Financial Control systemcommensurate with size scale and complexity of its operations to ensure proper recordingof financial and operational information & compliance of various internal controlsstatutory compliances and other regulatory compliances. During the year under review nomaterial or serious observation has been received from the M/s. CAS & Co. CharteredAccountants Internal Auditors of the Company for inefficiency or inadequacy of suchcontrols.

M/s. ADV & Associates Chartered Accountants Statutory Auditors ofthe Company have monitor & evaluate the efficacy of Internal Financial Control Systemin the Company it is in compliance with operating system accounting procedures &policies at all the locations of the Company. Based on report of Internal Audit functioncorrective actions in the respective area are undertaken & controls are strengthened.Significant audit observations and recommendations along with corrective action suggestedthereon are presented to the Audit Committee of the Board. The Company is periodicallyfollowing all the applicable Indian Accounting Standards for properly maintaining thebooks of account and reporting Financial Statements.

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

Details of loans guarantees and investments under the provisions ofSection 186 of the Companies Act 2013 read with the Companies (Meetings of Board and itspowers) rules 2014

as on March 31 2020 are set out in Notes to the Standalone FinancialStatements of the Company provided in this Annual report.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established and adopted Vigil Mechanism and the policy(Whistle Blower policy) thereof for directors and employees of the Company in accordancewith the provisions of Companies Act 2013 as well as regulation

22 of SEBI (Listing obligations and Disclosure requirements)regulations 2015. During the year under review no personnel of the Company approachedthe Audit Committee on any issue falling under the said policy. the vigil mechanism policyis available on the website of the Company viz. http://www.kisangroup.com/investorrelations/code-policies.php.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered into by the Company with related parties werein the ordinary course of the business and at arm's length basis and are in accordancewith the provisions of the Companies Act 2013 rules made thereunder & regulation

23 of SEBI (Listing obligations and Disclosure requirements)regulations 2015. the Company has obtained approval of the Audit Committee for enteringinto transactions with related parties. A statement of all related party transactions areplaced before the Audit Committee and as also before the Board approval for its review ona quarterly basis specifying the nature value and terms and conditions of thetransactions.

During the year under review the Company has not entered into anycontracts/ arrangements/ transactions with related parties which qualify as material inaccordance with the policy of the Company on materiality of related party transactions.Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AoC-2 is not applicable. the details of therelated party transactions as per Indian Accounting Standards (Ind AS) are set out in noteNo. 39 of the Standalone Financial Statements of the Company and the policy on relatedparty transaction as formulated by the

Board is available on the Company's website athttp://www.kisangroup.com/investorrelations/ code-policies.php.

25. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 the details forming part of theextract of Annual return prescribed in the Form MGT-9 is given in "Annexure - E"and forms an integral part of this report. the same also available on the website of theCompany at http://www.kisangroup.com/pdf/Investor%20Relations/general-meeting/2019-20/Annual%20 report.pdf.

26. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

pursuant to the provision of the Companies Act 2013 and rules madethereunder all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEpF Authority as established by the Government of India after completionof seven years. Accordingly the Company has transferred the unclaimed and unpaid dividendof Rs. 121138/- for the Financial Year 2011-12 to the IEpF Authority.

Further pursuant to the provision of Section 124 of the Companies Act2013 read with the rule 6 of the Investor Education and protection Fund Authority(Accounting Audit transfer and refund) rules 2016 as amended from time to time (IEpFrules) shares of the Company in respect of which dividend entitlements have remainedunclaimed and unpaid for seven consecutive years or more are required to be transferredby the Company to the demat account of the IEpF Authority within period of 30 days of suchshares becoming due to be so transferred. Communication was sent by the Company to theconcerned Members who had not claimed their dividend for seven consecutive years or moreproviding them an opportunity to claim such dividend. Accordingly the Company hastransferred the 15846 Equity shares on November 28 2019 to the IEpF Authority for theFinancial Year 2011-12.

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

the particulars under Section 134(3)(m) of the Companies Act 2013 readwith rule 8(3) of the Companies (Accounts) rules 2014 with respect to conservation ofenergy technology absorption Foreign Exchange Earnings and outgo are provided in the"Annexure-F" to this report.

28. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE COMPANY:

As per provisions of the Companies Act 2013 and as part of goodCorporate Governance the Company has laid down the procedures to inform to the Boardabout the risk assessment and minimization procedures and the Board shall be responsiblefor framing implementing and monitoring the risk management plan and policy for theCompany. the main objective is to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business.

the Audit Committee and the Board of Directors periodically review thevarious risk associates with business of the Company. Such review includes riskidentification evaluation and mitigation of the risk.

29. SUBSIDIARIES:

KML Tradelinks private Limited is a Wholly owned Subsidiary of yourCompany. During the year the Board of Directors ('the Board') reviewed the affairs of theSubsidiary. In accordance with Section 129(3) of the Companies Act 2013 the Company hasprepared consolidated financial statements of the Company and its Subsidiary which formpart of the Annual report.

pursuant to Section 129(3) of the Companies Act 2013 read with rule 5of the Companies (Accounts) rules 2014 a statement containing salient features of thefinancial statements of Subsidiaries/ Associates Companies/ Joint Ventures is given in'Form AOC-I' and forms an integral part of this report as "Annexure- A".

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of its subsidiary are available onwebsite of the Company http://kisangroup. com/investorrelations/financialresults.php.

30. MATERIAL SUBSIDIARY:

The Board of Directors of the Company had adopted a policy fordetermining material subsidiary in line with the SEBI (Listing Obligations &Disclosure requirements) regulations 2015. The policy is posted on the Company's websiteat http://www.kisangroup.com/investorrelations/ code-policies.php.

presently there is no material subsidiary company of the Company forthe Financial Year 20192020 pursuant to provision of the SEBI (Listing obligations andDisclosure requirements) regulations 2015.

31. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the provisions of Corporate Social responsibility under Section 135of the

Companies Act 2013 are not applicable to the Company and thus theCompany has not developed or implemented any Corporate Social Responsibility initiativesas on date.

32. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report is provided in aseparate section and forms an integral part of this report as "Annexure-C" andit gives detail of the overview industry structure and developments different productgroups of the Company operations of the Company for the year under review.

33. PARTICULARS OF REMUNERATION TO DIRECTORS AND EMPLOYEES:

pursuant to provisions of Section 197(12) of the Companies Act 2013read with rule 5 of the Companies (Appointment and Remuneration of Managerial personnel)rules 2014 the particulars of remuneration to the Directors and employees of the Companyand the details of the ratio of remuneration of each director to the median employee'sremuneration is annexed herewith as "Annexure- B" to this report.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review no significant or material orders werepassed by the regulators or Courts or tribunals which would impact the Company'sexistence going concern status and future operations of the Company.

35. CORPORATE GOVERNANCE REPORT:

pursuant to regulation 34 read with Schedule V of SEBI (Listingobligations & Disclosure requirements) regulations 2015 a separate report onCorporate Governance practices followed by the Company together with a certificate fromthe Company's Secretarial Auditors confirming compliance of conditions of CorporateGovernance forms an integral part of this report.

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

the Institute of Company Secretaries of India a Statutory Body hasissued Secretarial Standards on various aspects of corporate law and practices. theCompany has devised proper system to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

37. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

the Company strongly believes in Zero tolerance towards sexualharassment at the workplace and is committed to provide a healthy environment to each andevery employee of the Company. Your Company has framed and adopted a policy in line withprovision of the Sexual Harassment of Women at Workplace (prevention prohibition andredressal) Act 2013 and rules made thereunder. All employees (permanent contractualtemporary trainees) are cover under the said policy.

the Company has also constituted an Internal Complaints Committee (ICC)in all the development centres of the Company across India to consider and resolve allsexual harassment complaints reported by women. the constitution of the ICC is as per theSexual Harassment of Women at Workplace (prevention prohibition and redressal) Act 2013and the committee also includes external members with relevant experience. Half of thetotal members of the ICC are women.

there were no complaints received and pending during the FY 2019-2020.

38. ACKNOWLEDGEMENT:

the Board of Directors wishes to express its gratitude and record itssincere appreciation towards its clients vendors investors Financial InstitutionsBankers Business Associates and the Government and other regulatory authorities for theircontinued support cooperation and professionalism during the year. the Directors of theCompany thank all stakeholders for their valuable sustained support and encouragementtowards the conduct of the proficient operation of the Company and look forward to theircontinued support in the future. the Directors would like to express its gratitude andplace on record its sincere appreciation for the commitment and dedicated efforts put inby all the employees during the year. our consistent growth was made possible by theirhard work solidarity cooperation and support.

For and on behalf of the Board of Directors Kisan Mouldings Limited

Sd/-

Sanjeev A. Aggarwal

Chairman & Managing Director (DIN: 00064076)

Date: August 17 2020

place: Mumbai

.