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Kohinoor Foods Ltd.

BSE: 512559 Sector: Agri and agri inputs
NSE: KOHINOOR ISIN Code: INE080B01012
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VOLUME 17416
52-Week high 133.40
52-Week low 7.77
P/E 46.40
Mkt Cap.(Rs cr) 196
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 53.10
CLOSE 53.45
VOLUME 17416
52-Week high 133.40
52-Week low 7.77
P/E 46.40
Mkt Cap.(Rs cr) 196
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kohinoor Foods Ltd. (KOHINOOR) - Director Report

Company director report

#MDStart#

(Rs. In Million)

The following report should be read in conjunction with the auditedfinancial statements and notes for the year ended March 31 2022 and the audited financialstatements and notes for the year ended March 312021. This report contains forwardlooking statements which may be identified by their use of words like 'plans' 'expects''will' 'anticipates' 'believes' 'intends' 'projects' 'estimates' or other words ofsimilar meaning. All statements that address expectations or projections about the futureincluding but not limited to statements about the Company's strategy for growth marketposition expenditures and financial results are forward looking statements. Forwardlooking statements are based on certain assumptions and expectations of future events. TheCompany cannot guarantee that these assumptions and expectations are accurate or will berealized. The Company's actual results performance or achievements could thus differmaterially from those projected in any such forward looking statements. The Companyassumes no responsibility to publicly amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events.

Company-InGeneral

Synonymous with the fine taste of India in its absolute authentic formthe sole objective of Kohinoor Foods Limited since its inception has been to make theworld experience the true Indian flavor. The Company offers an extensive range that catersto consumers' need in all parts of the world - a wide variety of Basmati Rice Ready toEat Curries & Meals Readymade Gravies Cooking Pastes Chutney's Spices andSeasonings to Frozen Breads Snacks & Paneer (Indian Cottage Cheese) healthy grainsedible oils. Today the most powerful brand of the Company "Kohinoor" is ahousehold name in the countries like USA UAE Canada Australia Middle East SingaporeJapan Mauritius & other European countries. As of now the brand 'Kohinoor' is knownworldwide.

Your Directors have pleasure in presenting the 33rd Annual Report andthe Audited Annual Accounts of the Company for the Financial Year ended 31st March 2022.

Financial Overview

The financial highlights for the year ending 31st March 2022 areasunder:

Particulars FY'22 FY'21
Total Turnover 1034.83 443.53
Profit/(Loss) Before Interest Depreciation and Tax (PBIDT) 31.12 (16.39)
Profit/(Loss) Before Tax (55.06) (32.60)
Less: Tax Expense 7.98 18.86
Profit/(Loss) After Tax (63.04) (51.46)
Total Comprehensive
income for the year (61.90) (50.99)

The Board's Report has been prepared based on the stand alone financialstatements of the Company.

Operations

During the Year your company focused on the restructuring of thecompany operations due to various constraint faced due to financial crisis variousmeasures have been taken for reduction of the cost of operation. Despite of the factorsfaced by the company during the year you company remain committed to providing world classquality product to its consumer focused in improving operational efficiencies across itsfunctions and enhancing its reach to the global consumers.

For the financial year under review 2021-22 the contribution made byRice to the Company's business is INR 720.87 million as against INR 73.34 million inprevious year while as the Food Business stood at INR 236.93 million as against INR 304.84million in the last financial year.

The year saw an increase of 882.91 % in Rice business in sales in valueterms in comparison to last year sales. Sales market was down due to instability incountry such as current pandemic Covid-19 / lock downand the financial constraint faced bythe Company.

Impact of Covid-19 Pandemic

Details of the impact of Covid-19 have been provided in the notes tofinancial statements forming part of this report.

Subsidiaries / Joint Venture

USA Operations

Kohinoor Foods USA Inc. was incorporated in year 2000 in the state ofNew Jersey USA as a wholly owned subsidiary of Kohinoor Foods Limited (KFL) India tocater to the markets of US & Canada. The brand 'Kohinoor1 is well known inUSA for its quality rice and food items.

However during the current year this company did not carry any businessas their as no export sales for KFL India to US & Cananda.

Food Business

During the year 2021-22 in processed & packaged food products thecompany did the business of around INR 236.93 million as against INR 304.84 million in theprevious year. The food factory has continued its operation effectively in spite of theliquidity problem which improved our production & revenues from food business.

UK Australia USA Canada are major markets for our range processed& packaged food products.

Overview - Ready to Eat Industry

Ready to eat food market size is expected to grow at a compound annualrate of 9.00% in the forecast period 2021 to 2028. The changing consumer preferencestowards convenient food associated with various food delivery apps is the factor for theready to eat food market in the forecast period of2021 to 2028.

Ready to eat food is a kind of packaged cooked food which does not needfurther processing to make sure the quality. It can be frozen is shelf-stable and involveminimal heating or are served hot. Some food requires being stored in the refrigeratoruntil used but some need special handling to guarantee quality of food.

The major growing factor towards ready to eat food market is thechanging food consumption behaviour amongst consumers. The prime factor driving the demandfor ready to eat food is the increased willingness to spend on such food along with thelack of time to cook at home is a result of the rapid urbanization. Furthermore thegrowing millennial and working women population is also heightening the overall demand forready to eat food market over the forecast period of 2021 to 2028. Moreover the consumersare demanding for on the go convenience food which also serves as a foremost driver forincreasing the demand for ready to eat food market at a global level. In addition theimproving consumer lifestyle rapid urbanization and high disposable income are alsolifting the growth of the ready to eat food market.

This type of food has been on the rise for several years now and showsno signs of slowing down. Some of the reasons for this include busy lifestyles thegrowing number of single-person households and the increasing popularity of takeout anddelivery services.

There are a number of different types of ready-to-eat food availablefrom pre-packaged meals to frozen pizzas to takeout containers. And while most peoplethink of unhealthy options when they hear the term "ready-to-eat" there areactually many healthy choices available as well. In fact some stores are now specializingin healthy pre-made meals that can be eaten on the go.

Product launches are important but for a ready-to-eat (RTE) foodcompany it's all about the product.

"Asuccessful product launch is paramount to the success of aready- to-eat food company" said Harry Balzer vice president of The NPD Group amarket research company. "The challenge for these companies is to create productsthat will resonate with consumers and stand out in what is an increasingly competitivemarketplace."

There are many factors that go into a successful product launch. Themost important one though may be creating a product that consumers want. That's notalways easy to do but it's essential if a company wants to be successful.

Today's consumers want products that are healthier customized andnatural without sacrificing health goals flavors or ingredients. Above all such itemsmust help people to keep up with their demanding schedules. Manufacturers and retailersmust reach out to consumers who are increasingly rushed forthe time while also having highexpectations forfood quality flavors and forms.

More premium ready-to-eat food items are already on the market rangingfrom world cuisine-inspired ready-meals to pre-made charcuterie boards and deli-stylesnacks. Given that consumers have an abundance of on-demand options in many aspects oftheir lives a morediverse array of upgraded ready-to-eat food items is obvious.

The growing number of working women has encouraged households to movetowards ready-to-eat food to replace regular lunch and dinner.

Previously women were limited to their homes and had a certainresponsibility as housewives but as society changed they began to seek employment. Therehas been an increase in the ready-to-eat food sector as a result of the rise in workingcouples who are busy with their careers and have little time to spend on domestic tasks.Women in particular were left with little time to manage home tasks and maintain a senseof balance

People eat at home and avoid eating out but there have been manychanges in everybody's lifestyle over the last two decades including an unexpectedincrease in the number of working women which has resulted in urbanization an increasein per capita income a shortage of time a change in lifestyle and a tremendous increasein the level of the middle-income group. All of these factors have influenced workingwomen's purchasing habits causing them to gravitate toward ready-to-eat foods. As aresult as the number of working women increases this trend is likely to continue in thecoming years boosting the ready-to-eatfood market.

Hindrance caused the growth of this market due to the rising awarenessof health concerns related to the use of artificial preservatives in food products

To reduce the risk of deterioration due to microbial interactions andimprove food quality ready-to-eat foods use a variety of natural and chemicalpreservatives. However not all preservatives are harmful.

Natural preservatives which are used to keep food fresh are safe forour health. Artificial or chemical preservatives which are meant to keep foods from beingcontaminated are the ones that cause health issues. These preservatives are synthesizedand manufactured artificially. On product labels these are frequently referred to as'additives.'

One of the probable side effects of preservatives is that they cancause breathing difficulties such as asthma and bronchitis. They can cause issues in youngchildren such as hyperactivity. Artificial preservatives when consumed in largequantities can weaken cardiac tissues which is particularly dangerous for the elderly.They could include the cancer-causing food chemicals BHA and BHT. Because preservativescontain fatty acids they may cause obesity in some people. As a result taking intoaccount the negative consequences of artificial preservatives found in ready-to-eat foodscould stifle the market's growth.

The U.S.A. is a dominant market region in the global market forready-to-eat food due to improved technology and preservatives practices

The U.S leads the ready-to-eat food market in the North American regionas well as worldwide because of its large market share along with the varioustechnological innovations busy lifestyles and high disposable incomes. It is anticipatedto emerge as a major consumer of ready-to-eat meals due to its growing popularity amongworking- class consumers and students. North America holds 38% of the market share ofwhich the United States enjoys a major 65% share in the market-dominating in the regionwith a market value of over USD 44460 Mn.

India's growing population and increase in working-class consumers haveassisted the growth of the market segment

India ready to eat food market is estimated to generate high salesrevenues in the market owing to the top-selling categories are smoked fish and precookedmeat which is been mostly consumed in Kerala and goa underpinned by rising expatriatepopulation and tourists visit is expected to proliferate the demand for ready to eat foodand this driver acts as growth proliferating factor is estimated to secure the substantialgrowth of India ready to eat food market as a result is projected to spur the massivegrowth of the entire Asia Pacific ready to eat food market in the coming timeframe.

Rising urbanization increased middle-class disposable income andchanging food habits of Indian consumers all contribute to the market's expected growth.Furthermore the increased desire for quick food as well as the freshness and nutritionalcontent of these items is helping the Indian ready-to-eat food market to rise.

Basmati Rice

The present Indian Rice market both in terms of local consumption aswell as in exports is very bullish. In the last 2 years after the dipping of salesfigures during the 'Covid Lockdown' era the rice market has aggressively bounced back.

In Basmati alone India has produced nearto 5 million tons of superiorquality of rice and the exports have surpassed 4 million tons in the last fiscal.

It is a positive sign for the Indian rice industry more so for thebasmati variant that consumption graph is on the up in almost all the quality rice eatingcountries; the consumption graph in some of the traditional markets such as Iran SaudiArabia & Iraq etc. may not be growing very fast but there is no slide down as well.The emerging markets for Indian basmati especially North America and Africa is everconsuming in larger numbers.

Besides basmati rice the non - basmati LG Rice too is adding goodvolumes; in the last harvest the traditional LG rice growing countries such as VietnamIndonesia Philippines and Thailand either had drought like conditions or floods withwhich the Indian LG Rice took the center stage and India became the major sourcing end forLG Rice too. More so in 100% Broken rice that China imports in large volumes due tofailure of crops in far east countries had no other alternative but to approach Indianrice millers and exporters for it.

The Rice Industry in India in conclusion is yet to see its peak; themarkets abroad are positively responding and this growth trajectory shall remainunhindered for couple of more years ahead if not decades ahead.

Risks & Concerns

The Company has received Notices from the Banks under section 13(2) ofThe Securitization and Reconstruction of Financial Assets and Enforcement of SecurityInterestAct 2002 in the month of July 2018 to May 2019 and in the month of February2020 to September 2020. The Company has replied to said notices and negotiating withdifferent workable options. The Oriental Bank of Commerce and Punjab National Bank haveserved notice of Wilful Defaulter. The Company/Directors have replied to the said notices.The Company has also approached Banks with suitable resolution plan for theirconsideration which the consortium has sanctioned.

The Banks have filed petition against Company before Hon'ble NCLT BenchChandigarh the company is contesting the matter and the petition is yet to be admitted.

The Company has received an ex parte interim order from Debt RecoveryTribunal-Ill Delhi dated 25/06/2020 restraining the company from transferring/ alienatingor otherwise dealing with or disposing off or encumbering or creating any third partyinterest with

respect of the hypothecated assets/immovable properties of the Companyuntil further orders. The company is contesting the matter against the ex parte interimorder.

The Company has received a Notice through speed post from DRT- II NewDelhi. The Lead Bank has filed an OANo. 300 of2022 before DRT 2 Delhi against the Companyunder section 19(4) of the Act. The matter is listed before the registrarfor completing ofpleading on 03/08/2022. The Company is in process of filing suitable reply of theaforesaid notice with the respective Hon'ble courts/ Authorities/ offices in due course

The observations of the Auditor with regard to the managementassessment of the company's ability to continue as going concern in view of the liquidityproblems/decrease in business. The management of the company believes that it can continueas a going concern based on the Resolution plan and after of one time settlementsubmitted to the Banks by company and the interest shown by prospective investors in thecompany.

Macro-economic factors like recession subdued demand and politicaluncertainty may affect the business of the Company and the industry at large as well. TheCompany is aware that uncertainties in business offer opportunities as well as downsiderisks and thus has identified and put in place mitigation tools for the same. Some keyrisk areas are:

Procurement risk

In a country like India where more than 60 per cent of the area undercultivation is not irrigated farm production is highly vulnerable to fluctuations inrainfall. Beside production risk Indian farmers also face high market risk. Farm harvestprices in the country show high inter and intra year volatility. Price variation is quitepronounced in the regions and commodities where price support mechanism is not operative.Further adequate availability of key raw materials at the right prices is crucial for theCompany. Being a generic natural product with low yield concentrated in a small region ofthe World production of Basmati depends on the vagaries of nature. Therefore anydisruption in the supply due to a natural or other calamity or violent changes in the coststructure could adversely affect the Company's ability to reach its consumers with theright value proposition. However we are ready with plans that might help us at suchtimes. However the Company's long term relationship with farmers built on trust ensuresconstant supply and thus over the years it has not faced any procurement problems. Alsoadequacy of irrigation facilities in the Basmati producing regions mitigates theseuncertainties.

High working capital requirement: Basmati rice requires to

beaged for 9-12 months before selling leading to huge working capitalrequirements. This results in low ROCE for the industry. Combating this risk efficientworking capital management system has been set in place by the Company and cash flow ismonitored on daily basis.

Intense competition from unorganized sector: Another characteristic ofthis industry is the presence of unorganized sector offering basmati in loose unbrandedform which intensifies competition. The Company is moving towards branded products and hasinvested significantly in building a strong brand which helps in differentiating theirproduct.

Dividend

Your Directors do not recommend any dividend forthe financial year2021-22.

Re-Appointment/ Resignation of Directors

In accordance with the provisions of the Companies Act 2013 Mr.GurnamArora (holding DIN-00010731) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. YourDirectors recommend this resolution for approval of the members.

Further the Mr. Vijay Burman Independent Directors ceased to bedirector of the company due to sudden demise on 10.06.2021 and the necessary intimation issubmitted to the exchange and form has been filed in this regard.

Mr. Kamal Deep Chawla CFO of the Company resigned due to somepersonal reason from the Company w.e.f. the close of business hours on 29-03-2022. TheBoard in its meeting held on 24th March 2022 placed the invaluable contributions andachievements of Mr. Kamal Deep Chawla as a CFO of the Company and a valued member of theBoard.

The Board in its meeting held on 24th March 2022 appointed Mr. ChashuArora Member of ICAI who possess the requisite qualification as the CFO of the Companywith effect from 30th March 2022 to perform the duties of a CFO of the Company.

Subsidiary Joint Ventures and Associate Companies

Kohinoor Foods Limited enjoys its global presence and has well managedto build a premium brand name for its quality in Rice Branding and Ready to Eat Food andwith a view of expansion and diversification; it has created subsidiary companies forfacilitating these operations in various countries.

A statement containing the performance and highlights of FinancialStatements of subsidiary associate and joint venture companies is provided in FormAOC-1attached to the Financial Statements forms part of this Report and hence not repeated herefor the sake of brevity.

In accordance with section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report. The Financial Statements have been prepared on thehistorical cost convention on going concern basis and on accruals basis unless otherwisestated. The name of companies which have become or ceased to be subsidiary or jointventure or associate companies if any have been mentioned in the notes to the accounts.The financial statements of Kohinoor Foods Limited ("Holding Company of KFL")together with its subsidiaries (hereinafter collectively referred to as "Group")are consolidated to form Consolidated Financial Statements (CFS). Consolidated FinancialStatements consolidate the financial statements of KFL and its Wholly Owned Subsidiaries.

The parent company has not received audited financial statement fromits Joint venture Company Rich Rice Raisers LLC. The Management considers that the parentcompany is not in position to exercise control over this entitiy. Hence the results ofJoint Venture Company have not been considered in the Consolidated Financial Statements.Rich Rice Raisers LLC in which KFL hold 25% shareholding has closed its operation.

KFL was holding 20% share in Al Dhara Kohinoor LLC and Al DharaKohinoor Industries LLC. Al-Dahra Kohinoor LLC has exercised the call option which KFLhas accepted. Upon completion of the formalities the shareholding of the parent company inboth of these associates has been reduced to NIL and they are not considered as AssociatesCompanies.

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statement including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon our website www.kohinoorfoods.in/investor. These documents will also be available forinspection during business hours at our Registered Office.

Further these Financial Statements have been prepared in accordancewith the Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notifiedby Ministry of Corporate Affairs pursuant to section 133 of the Companies Act 2013 readwith Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and Companies(Indian Accounting Standards) Amendment Rules 2016. These financial statements for theyear ended March 31

2022 are prepared under Ind AS. For all periods up to and including theyear ended March 31 2017 the financial statements were prepared in accordance with theaccounting standards notified under the section 133 of the Companies Act 2013 readtogether with paragraph 7 of the Companies (Accounts) Rules 2014 (hereinafter referred toas 'Previous GAAP') used for its statutory reporting requirement in India immediatelybefore adopting Ind AS.

Furtherthe Policy for determining material subsidiaries as approved bythe Board may be accessed on the Company's website at the link:www.kohinoorfoods.in/investor

The details of business operations / performance of major subsidiariesare as below:

Indo European Foods Limited

Indo European Foods Limited ("IEFL") a wholly owned foreignsubsidiary company (Last Year) which was incorporated and domiciled in the U.K. and isthe manufacture and marketing if specialist rice products cooking sauces ready mealsand savoury snacks having its registered office at Kohinoor House Langer RoadFelixstowe Suffolk IP112BW.

The Company had obtained approval from its members vide postal ballotmeeting held on 10.01.2021 and the Board in its meeting held on 30.03.2021 approved astrategic disinvestment in its Wholly Owned foreign Subsidiary M/s Indo European FoodsLimited (UK) situated outside India to M/s. Herba Foods S.L.U.

Internal Control System

The Company has in place adequate internal control systems thatfacilitates the accurate and timely compilation of financial statements and managementreports ensures regulatory and statutory compliance and safeguards investor interest byensuring the highest level of governance. The control system ensures that all assets aresafeguarded and protected and that the transactions are authorized recorded and reportedcorrectly.

A CEO and CFO Certificate provided by Jt. Managing Director and CFOincluded in the Corporate Governance Report confirms the existence of effective internalcontrol systems and procedures in the Company Internal audit function evaluates theadequacy of and compliance with policies plans regulatory and statutory requirements.The Internal Auditors directly report to the Board's Audit Committee thus ensuring theindependence of the process. It also evaluates and suggests improvement in effectivenessof risk management controls and governance process. The Audit committee and Boardprovides necessary oversight and directions to the Internal audit function andperiodically reviews the findings

and ensures corrective measures are taken. In the opinion of themanagement and the internal auditors there exists adequate safeguard against fraud andnegligence within the Company.

Our Offices as well as the manufacturing facilities endorse the highesthealth safety security and environmental standards.

Internal Financial Controls

The Company has in place well defined and adequate Internal FinancialControls which are tested from time to time for necessary improvement if any required.

Listing at Stock Exchange

The Equity Shares of the Company are listed with BSE Limited andNational Stock Exchange of India Ltd (During the Year Status: Suspended - Due to penalreasons) your Company have applied for revocation of suspension of Trading of Securitiesof the Company and the Suspension of Trading has been revoked with effect from 06/04/2022vide Circular ref. No. 0368/2022 Dated 29/03/2022. The annual listing fee for theFinancial Year 2022-23 has been paid by the Company.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with theprovisions of Corporate Governance as stipulated by the Stock Exchanges. Pursuant to SEBI(LODR) Regulation 2015 a report on the Corporate Governance Certificate regardingCompliance Secretarial Audit Report and Jt. Managing Director (CEO) and CFO certificationalong with the Auditors Certificate has been made part of the Annual Report.

Auditors

M/s. Rajender Kumar Singal & Associates LLP Chartered Accountants(Firm Registration No. 016379N) who were reappointed as the Statutory Auditors of theCompany for a period of five years from the conclusion of Twenty Ninth Annual GeneralMeeting held on 28th September 2018 until the conclusion of the fifth Annual GeneralMeeting to be held in the year 2023 have resigned as the Statutory Auditors of theCompany w.e.f. August 12 2021 due to commercial reasons. The Board at its meeting heldon August 122021 on the recommendation of the Audit Committee accepted the resignationtendered by the Statutory Auditors.

Further the Audit Committee and the Board at their respectivemeetings held in August 12 2021 placed on record their appreciation to M/s. RajenderKumar Singal & Associates LLP Chartered Accountants (Firm Registration No. 016379N)for their contribution to the Company with their audit processes and standards ofauditing.

Appointment of M/s. N C Raj & Associates

Pursuant to the provision of Section 139 of the Companies Act 2013the Company was required to fill the casual vacancy caused by the resignation of M/s.Rajender Kumar Singal & Associates LLP Chartered Accountants (Firm Registration No.016379N) as Statutory Auditors of the Company. Accordingly the Shareholders of theCompany in its 1st Extra-Ordinary General Meeting for their commendation of the Board ofDirectors and Audit Committee have approved the appointment of M/s. N C Raj &Associates Chartered Accountant (FRN: 002249N) as Statutory Auditors of the Company tofill the casual vacancy caused due to the resignation M/s. Rajender Kumar Singal &Associates LLP as Statutory Auditors of the Company till the conclusion of ensuing 32ndAnnual General Meeting of the Company to be held in the Year 2021 and that they shall beeligible for re-appointment in the upcoming 32nd Annual General Meeting of the Company tobe held in the year 2021 and that they shall conduct the Statutory Audit for the periodended 31st March 2022 on such remuneration as may be fixed by the Board of Directors inconsultation with them.

This is to further note that to appoint M/s. N C Raj & AssociatesChartered Accountant (FRN: 002249N) Statutory Auditors of the Company to holds officefrom the conclusion of ensuing Annual General Meeting to the conclusion of Fifth AnnualGeneral Meeting to be held till the year 2026. The Board of Directors has received theirconsent and they have confirmed their eligibility to the effect that their re-appointmentif made would be within the prescribed limits and they are not disqualified forre-appointment.

The Board pursuant to the provisions of Section 139142 and otherapplicable provisions of the Companies Act 2013 and on the recommendation of the AuditCommittee has considered the appointment of M/s. N C Raj & Associates CharteredAccountant (FRN: 002249N) as Statutory Auditors of the Company to hold office from theconclusion of ensuing Annual General Meeting till the conclusion of Fifth Annual GeneralMeeting to be held in the year 2026. The Members in its Extra-ordinary General meetingheld on 10-11 -2021 approved appointment as Statutory Auditors.

Auditors Report

The Company has received the Auditors Report duly signed by M/s N C Raj& Associates Chartered Accountants New Delhi and took note on the same. Further asmentioned in the Auditors Report attention is drawn (Emphasis of Matters) to notes to theFinancial Statements the same has not been reproduced for the sake of brevity as theremarks given by the Auditors are self-explanatory

however the Board has discussed the same in details as had beenprovided in the notes to the Financial Statements.

Cost Auditors

The Cost Auditor M/s Cheena and Associates appointed as CostAccountants of the Company for the year 2021-22 and has completed the audit of the costrecord of the Company. The Cost Audit Report does not contain any qualificationreservation or adverse remark.

The Board pursuant to the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 and Companies (Audit and Auditors) Rules2014 (including any statutory modification(s) or re-enactment thereof for the time beingin force) has approved the appointment of M/s Cheena & Associates Cost AccountantFirm to conduct the audit of the cost records of the Company for the financial year endingon March 31 2023 and remuneration to be paid subject to rectification by shareholders.

Secretarial Audit

The Board of Directors pursuant to the Provision of Section 204 of theCompanies Act 2013 has appointed M/s. MANK and Associates Company Secretary Firm(having FCS No. 10248 and CP No. 19684) to conduct Secretarial Audit of the Company forthe Financial Year2022-2023.

Secretarial Audit Report

The Secretarial Auditor M/s MANK and Associates Company Secretariesappointed for the year 2021-22 and has completed the secretarial audit of the Company. TheSecretarial Audit Report as received from the Practicing Company Secretary is annexed tothe Annual Report as Form No.-MR-3. As per the Secretarial Audit Report the Company hascomplied with all the applicable acts laws rules and regulations and does not containany qualification reservation or adverse remark.

Internal Auditor

The terms of M/s. N N A & Co Chartered Accountants New Delhi whowas appointed as Internal Auditor of the Company for the Financial Year2021-22 expired on31st March 2022.

Your Directors on the recommendation of the Audit Committee haveapproved their appointment in the Board Meeting dated 30th May 2022 forthe financialyear2022-23.

Deposits

During the year under review the Company has not accepted any depositunder Chapter V of the Companies Act 2013.

Share Capital of the Company

The Company has allotted 5814000 share warrants at a premium of Rs.66/- per share to the promoters on preferential basis on 04th October 2018 out of these1830000 share warrants have been converted into equity shares on 04th October 2018.After allotment the Company has filed application for listing of 1830000 equity sharesto the Stock Exchanges (NSE & BSE). The final listing approval of further issue underPreferential Issue of 1830000 equity shares was granted by Exchanges on October 182021and the above equity shares of the Company are listed on the Exchanges from October182021 as per the details given below.

Security Description Symbol Series No. of securities Distinctive Numbers Lock - in upto date
Equity shares of Rs. KOHINOOR / EQ 1830000 35241531 31 -
10/ - each allotted 512559 to Oct -
on conversion of 37071530 2024
warrants issued on
preferential basis

* The above Equity Shares shall be admitted to dealings once thesuspension on equity shares of the Company is revoked

Forfeiture

During the year under review for the remaining 3984000 ConvertibleWarrants into Equity Shares the company has neither received any request for conversionof Share warrants into Equity Shares nor have received any balance sums payable on suchconversion option being exercised by any of the Share Warrant holder within 18 month ofissue of such warrants. Therefore as per SEBI (ICDR) Regulations 2009 the considerationtherefore paid by such Warrant Holders at the time of issuance of share warrants standforfeited.

Board Meetings

The Board is headed by an executive Chairman. As on 31st March 2022the Board of Directors consisted of Six Directors including Chairman Joint ManagingDirectors Woman Director Independent Director and others.

Seven (7) Board Meetings were held during the year 2021-22 i.e. on20th July 202112th August 202113th September 202114th October 2021 12th November 202114th February 2022 and 24th March 2022 and the gap between two meetings did exceed 120days as per relaxation granted under the Ministry of Corporate Affairs (MCA) vide itsGeneral Circular No. 11/2020 dated 24th March 2020.

Further the Mr. Vijay Burman Independent Directors ceased to bedirector of the company due to sudden demise on 10.06.2021 and the necessary intimation issubmitted to the exchange and form has been filed in this regard.

Audit Committee Meetings

During the year under review the Audit Committee met Five (5) timesi.e. on 20th July 202112th August 202112th November 2021 14th February 2022 and24th March 2022 and the gap between two meetings did exceed 120 days as per relaxationgranted under the Ministry of Corporate Affairs (MCA) vide its General Circular No.11/2020 dated 24th March 2020. The minutes of the meetings of the Audit Committee arenoted by the Board.

Further the Mr. Vijay Burman Independent Directors ceased to bedirector of the company due to sudden demise on 10.06.2021 and the necessary intimation issubmitted to the exchange and form has been filed in this regard.

Nomination and Remuneration Committee

During the year under review the Nomination and Remuneration Committeemet Three (3) times i.e. on 20th July 2021 12th August 2021 and 24th March 2022. Theminutes of the meetings of the Nomination and Remuneration Committee are noted by theBoard.

Further the Mr. Vijay Burman Independent Directors ceased to bedirector of the company due to sudden demise on 10.06.2021 and the necessary intimation issubmitted to the exchange and form has been filed in this regard.

Remuneration Policy

On the recommendation of the Nomination and Remuneration Committee theBoard has formulated Remuneration Policy for appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration.

The Remuneration Policy of the Company forms part of this Report andmay be accessed on the Company's website on the link: www.kohinoorfoods.in/investor.

Whistle Blower Policy/Vigil mechanism

The Company has established a vigil mechanism for Directors andEmployees to report their concerns about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy or any other grievances thedetails of which are given in the Corporate Governance Report. The Whistle Blower Policymay be accessed on the Company's website on the link www.kohinoorfoods.in/investor.

Particulars of Loan Given Investment made Guarantees given andSecurities Provided

Particulars of loans given investments made guarantees and securitiesprovided under section 186 of the Companies Act 2013 are provided in the notes ofstandalone Financials statement and well within the limit approved by the Shareholders ofthe company.

Present status of litigations

During the Financial Year 2021-22 the Company went through somelitigations in taxation banking and rice business. Brief of the litigations is mentionedbelow:

Contingent and Other particulars:-

Following appeals are lying pending for hearing before the CIT(A) NewDelhi/ Income Tax Appellate Tribunal New Delhi / Hon'ble Delhi High Court against the taxdemand raised in impugned Income Tax Assessment Orders as per details given below

AY Tax Interest Total
2002-03 to 2008-09 29802984 10599772 40402756
2010-11 233125126 134786187 367911313
2011-12 83576737 78020413 161597150
2012-13 127497842 101998998 229496840
2013-14 40682760 26438560 67121320
2014-15 79804661 45384536 125189197
2016-17 27578339 12905465 40483804
Total 1032202380

As per the advice received from legal experts and on the basis of meritof the case there is a high probability that the aforesaid impugned orders will be setaside and the demand will be deleted. Accordingly management is of the view that noprovision in respect of the above demands is required to be made in the books of accounts.

An appeal has been filed with CIT(A) on 11-08-2021 against an orderpassed towards addition of Rs. 79156582/- against transfer pricing adjustment in respecton A.Y 2017-2018 although there is no liability on the company since no demand has beenraised by the department but this has impacted in the reduction of losses

by the above amount.

An appeal has been filed with CIT(A) on 07-12-2021 against an orderpassed towards addition of Rs. 286054453/- against transfer pricing adjustment in respecton A.Y 2018-2019 although there is no liability on the company since no demand has beenraised by the department but this has impacted in the reduction of losses by the aboveamount.

An appeal before the Sales Tax Commissioner - Appeals New Delhi islying pending in respect of Sales Tax demand of Rs.12200000/- on sale of REP Licensesmade in earlier years.

Following appeals are also lying pending before the AppellateAuthorities/Tribunal Haryana as mentioned in coloumn.4 against the impugned VATAssessment Orders/Revision Order passed by the assessing authorities as mentioned incolumn. 3 of the table given below

Particulars Demand raised (Rs.) Assessing Authority Appellate Authority
(Col.1) (Col.2) (Col.3) (Col .4)
Sales Tax Murthal - AY 2008-09 73234793 Revision- Faridabad Tribunal- Chandigarh
Sales Tax - Murthal - AY 2009-10 771901 Revision- Faridabad Tribunal- Chandigarh
Total 74006694

Note : The Appellate Authority has remanded back the above cases toRevision Authority Rohtak/Assessing Authority Sonipat

Appeals are lying pending before the Dy. Excise & TaxationCommissioner-Appeal Punjab against the Order received from Excise and Taxation Deptt.Punjab in respect of Year 2009-10 and 2010-11 demanding a sum of Rs.45041414/- towardsthe cess imposed by the State Govt on exports. The company has challenged the validity ofimposition of cess on export in its appeal as the same is not permissible under article286 of the Constitution of India. Further demand has been raised for Rs. 541073/- aftercompleting the Sales Tax assessment for AY 2011-12 against which appeal has been filed.

An appeal before the Customs Excise & Service Tax AppellateTribunal New Delhi is lying pending against the order of Commissioner of Central Excise(Appeals) Delhi -III in respect of additional excise duty of Rs. 4290580/- demanded bythe Excise department in connection of dispute over classification of goods - food productproduced at Bahalgarh Factory- as per the Central Tariff Act. As the matter is stillpending before the Tribunal no provision in the books of accounts have been made.

During the financial year 2016-17 the company has received an orderfrom Hon.'ble Central Excise and Service Tax Appellate Tribunal New Delh (CETSTAT)against the order passed by Commissioner of Service Tax (Adjudication) New Delhidemanding a service tax of Rs.25925214/-. The Hon'ble CETSTAT vide its order dated16/02/2017 has granted major relief of Rs.25012963/-against the aforesaid demand.

VAT-Delhi had raised the demand of 72693315/- against pending 'F'forms in respect of years 2015-2016 & 2016-2017. Pending F forms were related to sixquarter out of the above for five quarter all F forms were submitted and an order dated16-082022 has been received nullifying the demands of these quarter. For quarter one forthe year 2016-2017 F forms are pending there a demand of Rs. 2262888/- has been raisedby VAT-Delhi. Appeal against the said order has been filed with VAT-Delhi.

The Company has received Notices from the Banks under section 13(2) ofThe Securitization and Reconstruction of Financial Assets and Enforcement of SecurityInterest Act 2002 in the month of July 2018 to May 2019 and in the month of February2020 to September 2020. The Company has replied to said notices and negotiating withdifferent workable options. The Oriental Bank of Commerce and Punjab National Bank haveserved notice of Wilful Defaulter. The Company/Directors have replied to the said notices.The Company has also approached Banks with suitable resolution plan for theirconsideration which the consortium has sanctioned.

The Company has received Ex-parte Interim Order dated 25.06.2020 fromDebt Recovery Tribunal-Ill Delhi restraining the Company from transferring/ alienating orotherwise dealing with or disposing off or encumbering or creating any third partyinterest with respect of the hypothecated assets/immovable properties of the Company untilfurther orders. Further the Company has received summon under sub-section (4) of Section19 of the Act read with sub-rule (2A) of rule 5 of the Debt Recovery Tribunal (Procedure)Rules 1993 in the aforesaid matter of ICICI Bank Limited V. Kohinoor Foods Limited andORS to file written statement and to appear before Registrar on 26/09/2020. The Company iscontesting the matter and filed its reply to lAand also filed reply to OA before DRT-IIIDelhi vide IA No. 926/2020 and OA No. 276/2020 wherein the DRT has provided the next dateof hearing on 31/08/2022.

The Company has received a Notice through speed post from DRT-II NewDelhi. The Lead Bank has filed an OA No. 300 of

2022 before DRT 2 Delhi against the Company under section 19(4) of theAct. The matter is listed before the registrar for completing of pleading on 03/08/2022.The Company is in process of filing suitable reply of the aforesaid notice with therespective Hon'ble courts/Authorities/offices in due course

The Jt. Managing Director Mr. Satnam Aroraof the Company has receiveda summon/notice from the Directorate of Enforcement Central Regional Office Governmentof India Chandigarh/New Delhi to appear before them along with various document. TheDirector/authorized representative of the company is in process to appear and submitrelevant documents before the authorities/ offices / department in due course.

A notice had been received from Central Bureau of Investigation NewDelhi in the name of The Director Kohinoor Foods Limited to produce documents/informationin person before them pertaining to business transaction with two specifiedentities/party(ies) during the period 2013 to 2016. The Director/authorized representativeof the Company Submited relevant do cuments before the authorities/offices/department indue course.

The Company has submitted its improved One Time Settlement (OTS)proposal with the Consortium Banks and the same is sanctioned by the Lead Bank and waspresented at their respective consortium meeting. The promoters of the Company depositedthe interest of the Sanctioned O.T.S. and requested another 90 days' time to meet therequirements of the O.T.S. which is at present under consideration with the ConsortiumLenders.

The Company has received Legal Notice from the Punjab National BankHong Kong in regard to outstanding indebtedness due amount of US$ 6074243.81 (inclusiveof interest up to date) payable within 14 days from the date of the letter. The matter isbeing taken up PNB Dubai and the Company has replied the Bank within the stipulated timeand submitted its OTS proposal and has deposited the upfront amount USD 89433.4/- towardsOne Time Settlement (OTS) Proposal and requested to process the Company OTS Proposal andforward the same to their Board/Head Office for approval which is at present inconsideration..

The Company has received an Arbitration Award by the Hon'ble ArbitralTribunal comprising of the sole arbitrator Mr. S G Shah Former Judge High Court ofAhmedabad for its debtors the company has not received any amount from the parties ondue date as Award. The Company has withdrawn the execution petitio

n of the award before the High Court New Delhi in regard to recoveryof the amount as per Award.

The Lead Bankers Oriental Bank of Commerce (Now Punjab National Bank)has filed petition under Section 7 of Insolvency and Bankruptcy Code 2016 before theHonbl'e court of NCLT Chandigarh Bench which is not yet admitted.

The Board of Trustee of the port of Mumbai has filed a money suit forrecovery of Rs. 9.64 Cr. towards alleged outstanding demurrage charges against which theCompany has filed its counter claim of Rs. 10.88 Cr. towards the financial lossesinterest on the investment refund of the license fees refund of the demurrage chargescompensation and damages etc. The matter is still pending.

M/s. Regal Kitchen Foods Limited filed an arbitration petition towardsalleged outstanding against which company is in process of filing its counter claimtowards the financial losses. The Company has booked income towards the financial lossesof Rs. 387 Lakhs which is to be recoverable from M/s. Regal Kitchen Foods Limited. Caseis filed in District and Session court Faridabad. The Company is in process of contestingand taking all suitable legal recourses in relation to the above matter in the otherhon'ble High Courts District Court Quasi Court of competent jurisdiction.

All other litigations are mentioned in the note on Contingent Liabilityin the Balance Sheet for the financial year 2021 -22.

Contract and Arrangements with Related Parties

In terms of Section 188 of the Act read with rules framed thereunderand Regulation 23 of the Listing Regulations your Company has in place Related PartyTransactions Policy for dealing with related party transactions. The policy may beaccessed under the Corporate Governance section on the website of the Company at:http://kohinoorfoods.in/pdf/Policy-on- Related-Party-Transactions.pdf. All the relatedparty transactions that were entered and executed during the year under review were onarm's length basis and in the ordinary course of business and within permissible frameworkof Section 188 of the Act and Rules made thereunder read with Regulation 23 of ListingRegulations. There were no materially significant related party transactions made by theCompany during the year that would have required the approval of the shareholders. Thedetails of the transactions with the related parties are provided in the accompanyingfinancial statements. There were no related party transaction made during the year thatare required to be disclosed in the FormAOC-2.

Conservation of Energy Research and Development TechnologyAbsorption Foreign Exchange Earning and Outgo

The particulars as prescribed in sub-section (3) of Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are enclosed as Annexure Bto this Report.

Particulars of Employees and Related Disclosure

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules aregiven as under:

i) There are no Employee employed throughout the year and in receiptof remuneration of Rs. 10200000/- or more per annum.

ii) There are no Employee employed part of the year and in receipt ofremuneration of Rs. 850000/- or more per month during any part of the year.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are set out in theannexure-D to this report.

Having regard to the provisions of Section 136(1) read with itsrelevant proviso of the Companies Act 2013 the Board's Report is being sent to themembers without some annexures. The said annexures are available for inspection at theRegistered/ Corporate Office of the Company during working hours and any member interestedin obtaining such annexures may write to the Company Secretary and the same will befurnished free of cost.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act 2013 theextract of the annual return in Form No. MGT - 9 is enclosed as Annexure C to this Report.

Management's Discussion and Analysis Report

Pursuant to Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) a Management Discussionand Analysis Report and a Report on Corporate Governance is attached in a separate sectionforming part ofthe Annual Report.

A Certificate from the Statutory Auditors of the Company regarding theCompliance by the Company of the conditions stipulated in Regulations Part C of Schedule Vof the Listing Regulations is also attached with this report.

A declaration by the Managing Director pursuant to Regulations Part Cof Schedule V of the Listing Regulations stating that all the Board Members and SeniorManagement Personnel of the Company have affirmed compliance with the Code of Conductduring the financial year ended 31 st March 2022 is also attached with this report.

Directors' Responsibility Statement

Pursuant to section 134(5) of The Companies Act 2013 the Directorsconfirm that:

a) in the preparation of the annual accounts for the year ended 31stMarch 2022 the applicable accounting standards read with requirements set out underSchedule III to the Act had been followed and there are no material departures from thesame;

b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2022and of the profit and loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a 'goingconcern'basis;

e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Awards & Recognitions

Since its inception the Company has been earning awards andrecognition like consumer validated Super Brand Award (thrice in series) Reader's DigestMost Trusted Brand award (4 times in a row) Power Brand Award Guinness Book of WorldRecord (for making World's Largest Biryani) National award for Export Excellence BrandEquity Award & manyAPEDAawards.

Corporate Social Responsibility

As per provisions under Section 135 of the Companies Act 2013 allcompanies having net worth of Rs. 500 crores or more or turnover of Rs. 1000 crores ormore or a net profit of Rs. 5 crores or more during any financial year are required toconstitute a Corporate Social Responsibility (CSR) Committee of Board of Directorscomprising three or more directors at least one of whom should be an Independent Directorand such Company shall spend 2% of the average net profits of the Company made during thethree immediately preceding financial years.

Accordingly a detailed CSR Policy was framed by the Company with theapprovals of the CSR Committee and Board. The Policy inter alia covers the following:

• Philosophy

• Scope

• List of CSR activities

• Modalities of execution of projects/programmes

• Implementation through CSR Cell

• Monitoring assessment of projects/programmes

CSR Policy gives an overview of the projects or programmes which areproposed to be undertaken by the Company in the coming years.

The composition of the CSR Committee

A Committee of the directors titled 'Corporate Social ResponsibilityCommittee' was constituted by the Board with the following members:

1. Mrs. Mani Chandra Bhandari (Chairperson)

2. Mr.SatnamArora

3. Mr.GurnamArora

4. Mr. Vijay Burman (cessation due to sudden demise on 10.06.2021)

As the Average net Profit/(Loss) of the Company for last threefinancial years prior to 2021-22 comes to average net loss and therefore the Company isnot statutorily required to spent amount as prescribed for CSR expenditure.

Kohinoor also envisions to improve lives in communities we live aroundprotect workplace rights respect people support missions that help people have a betterlife provide good jobs world class quality products and a healthy environment to all ofus around.

At Workplace Kohinoor Foods maintain high standards for fair anddignified treatment of all the people who work for our Company. For all of its employeesit is not just a place to work but like another home and everybody in it like a bigfamily closely bonded with each other.

Kohinoor Foods also believes that a Company is as good as the peoplewho work for it - their combined talents; skills knowledge experience and passion make acompany what it is.

Hence Company's continuous goal is to inspire and motivate its peopleto hone their talents increase their knowledge & skills and achieve extraordinaryresults at their workplace. In this endeavor we have offered subsidized meals to ouremployees at a very nominal cost.

Adherence to global human rights standards No minor labour Fair tradepractices complete Medical facilities for its people Safe & sound workingenvironment are the things that Kohinoor Foods take utmost care about.

The CSR Policy may be accessed on the Company's website at the link:www.kohinoorfoods.in/investor

Disclosure under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has zero tolerance towards sexual harassment at theworkplace. The Company has in place a Sexual Harassment Policy in compliance with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company always endeavors to create and provide an environmentthat is free from discrimination and harassment including sexual harassment. The SexualHarassment Committee has been set up to redress complaints received regarding sexualharassment.

The Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Declaration by Independent Directors

The Company has received necessary declarations from all theIndependent Directors confirming that they meet the criteria of independence as prescribedunder Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.

Board Evaluation

In accordance with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 it is mandatory that the Board shall monitor and reviewthe Board Evaluation Framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual Directors. Schedule IV of the Companies Act 2013 and Regulation 17 (10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 states that theperformance evaluation of Independent Directors shall be done by the entire Board ofDirectors excluding the director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual Directors on the basis of the criteria and framework adoptedby the Board. In addition the performance of Board as a whole and committees wereevaluated by the Board after seeking inputs from all the Directors on the basis of variouscriteria.

In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of Board as a whole and performance of the Chairmanwas evaluated taking into account the views of the Executive Directors and Non-ExecutiveDirectors. The evaluation process has been explained in the Corporate Governance Reportsection of the Annual Report.

Training of Independent Directors

The Company Secretary of the Company conducted a detailed trainingprogramme to provide/update the changes in the SEBI (LODR) Regulation 2015/CompaniesAct 2013 and other relevant act to the Independent Directors.

Further the Company issues a formal letter of appointment toIndependent Directors outlining their roles responsibilities functions and duties as anIndependent Director. The format of the letter of appointment is available on theCompany's website at the link: www.kohinoorfoods.in/investor

General

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividendvoting or otherwise.

3. Issue of shares (including sweat equity shares) to employee of theCompany under any scheme.

4. Issue of Employees Stock Option to employee of the Company under anyscheme.

5. Neither the Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture except as disclosed in the Annual Report.

7. Business Responsibility Report as per Regulation 34 (2)(f) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 describing theinitiatives taken by them from an environmental social and governance perspective is notapplicable to the Company for the financial year 20202011 as per the SEBI CircularSEBI/LAD-NRO/GN/2015- 16/27 dated 22nd December 2015 and Frequently Asked Questionsissued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015dated 29th January 2016.

Acknowledgment

Your Directors would like to express their appreciation for theassistance and co-operation received from the Banks Government Authorities CustomersVendors and Members during the year under review. Your Directors acknowledge withgratitude the commitment and dedication of the employees at all levels that hascontributed to the growth and success of the Company.

For and on Behalf of the Board
Sd /- Sd/-
Satnam Arora Gurnam Arora
Jt. Managing Director Jt. Managing Director
DIN:00010667 DIN:00010731
Place: Faridabad
Date: August 312022

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