kisan mouldings ltd Directors report

To,

The Members,

Kisan Mouldings Limited

The Board of Directors (‘Board) have pleasure in presenting the Companys Thirty-Fourth (34^th) Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL SUMMARY/ HIGHLIGHTS:

The Companys financial performance for the Financial Year ended March 31, 2023 is summarised below:

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	FY. 2022-23	FY.2021-22	FY.2022-23	FY.2021-22
Revenue from operations	27,299.36	30,716.88	27,299.36	30716.88
Add:- Other Income	247.92	371.85	246.72	370.65
Total Income	27547.28	31,088.73	27,546.08	31087.53
Total Expenses	32,990.95	39,587.18	32,996.70	39,596.17
Profit/ (loss) before tax (PBT)	(5443.67)	(8498.46)	(5450.62)	(8508.64)
Less:- Tax expenses	0.00	0.00	0.00	0.00
Profit/ (loss) after tax (PAT)	(5443.67)	(8498.46)	(5450.62)	(8508.64)
Other Comprehensive Income/ (Loss)	30.83	23.54	30.83	23.54
Total Comprehensive income/ (loss)	(5412.84)	(8474.92)	(5419.79)	(8485.11)

2. INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification issued by the Ministry of Corporate A_airs dated February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with e_ect from April 1, 2017.

3. FINANCIAL PERFORMANCE:

On Standalone and consolidated basis, the revenue from operations for Financial Year 2022-23 stood at Rs 27299.36 lakhs as compare to 30716.88 in the previous year 2021-22,. The Company incurred a loss of 5450.62 lakhs in the FY. 2022-23 as compared to 8508.64 Lakhs in the previous year FY. 2021- 22. A decrease in turnover was on account of reduction in unit sales as compared to previous year. There has been disproportionate hike in raw material and other input cost across the board and strain in fully passing on the increased input cost to the consumer resulted in increase in losses during the year under review. In order to increase further sales in the near future, the Company is planning to adopt various strategies and programmes which will boost the demand for the Companys products. The Company is of the view to focus on magnifying innovations in the marketplace through brilliant execution and on building markets of the future or what we call as ‘market development and thereby enhancing stakeholders value.

4. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to any Reserves.

5. DIVIDEND:

In view of the losses incurred, your directors do not recommend any dividend during the year under review.

6. SHARE CAPITAL:

Issued, subscribed and paid up equity share capital of the Company is 33,86,30,650/- divided in to 3,38,63,065 Equity shares of face value of 10/- each. There is no increase in paid up equity capital during the year under review. Further, the Company has neither issued any shares with di_erential voting rights nor granted any stock options or sweat equity and does not have any scheme to fund its employees to purchase the shares of the Company. No further, no securities are issued during the year under review.

7. CONSOLIDATED FINANCIAL STATEMENTS:

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

8. DEPOSITS:

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

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

There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. 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, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, as such there is nothing to report under Section 134 (3) (ca) of the Companies Act, 2013.

11. DIRECTORS RESPONSIBILITY STATEMENT:

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

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation and that no material departures have been made from the same;

b. That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the losses of the Company for the year ended on that date;

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis;

e. That the directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

12. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Rishav Aggarwal (DIN: 05155607), Whole Time Director of the Company, being longest in the office is liable to retire by rotation at ensuing 34^th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. Appointments and cessations of Directors & Key Managerial Personnel during the year are as under: Appointments:

O Mr. Sunil Agarwal, on recommendation of Nomination and Remuneration Committee, was appointed as the Independent Director of the Company with effect from February

13, 2023 by the Board of Directors at their meeting and Shareholders approval obtained at EGM held on May 12, 2023. O Ms. Sonal Kasat, on recommendation of Nomination and Remuneration Committee, was appointed as the Independent Director of the Company with effect from February 13, 2023 by the Board of Directors at their meeting and Shareholders approval obtained at EGM held on May 12, 2023. O Subsequent to 31^st March 2023, at the Board Meeting of the Company held on August 14, 2023, the Board appointed Mr. Muktesh Jain (DIN: 03340682) as Independent Director of the Company for a period of 5 years, subject to the approval of shareholders at ensuring 34^th Annual General Meeting of the Company. O Subsequent to 31^st March 2023, at the Board Meeting of the Company held on August 14, 2023, the Board appointed Mrs. Bhavika Ghuntla (DIN: 10084723) as Independent Director of the Company for a period of 5 years, subject to the approval of shareholders at ensuring 34^th Annual General Meeting of the Company.

Cessation:

• Mr. Dinesh Modi (DIN: 00004556) resigned as Independent Director of the Company with effect from the closing of business hours on November 14, 2022.

• Mr. Jhumarlal Bhalgat (DIN: 08693670) ceased as Independent Director of the Company with effect from the closing of business hours on February 13, 2023.

• Mrs. Urvashi Dharadhar (DIN: 08279196) resigned as Independent Director of the Company with effect from the closing of business hours on April 12, 2023.

Pursuant to requirements of the Section 203 of the Companies Act, 2013, the Board of Directors noted that Mr. Sanjeev Aggarwal (DIN: 00064076), Chairman & Managing Director, Mr. Rishav Aggarwal (DIN: 05155607), Whole-time Director, Mr. Suresh Purohit, Chief Financial Officer and Mr. Vijay Joshi, Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel of the Company as on the date of this report. Brief profile of the Directors proposed to be appointed/ re-appointed as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) 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 Notice of 34^th AGM of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have submitted a declaration under section 149(7) of the Companies Act, 2013 and confirmed that they meet the criteria of independence as mentioned under the provisions of sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct.

14. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possesses highest standard of integrity, relevant expertise 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, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board had adopted the Nomination

& Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been posted on the website of the Company viz. http://www.kisangroup.com/investorrelations/ code-policies.php

16. BOARD EVALUATION:

Pursuant to the applicable provisions of the CompaniesAct,2013andSEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, Statutory Committees of the Board viz. Audit Committee, Nomination

& Remuneration Committee and Stakeholders Relationship Committee and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, e_ective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

Pursuant to Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Schedule IV of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board at their separate meeting held on February 13, 2023. The Independent Directors found their performance satisfactory.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

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

18. NUMBER OF MEETINGS OF THE BOARD:

Four (4) meetings of the Board of Directors were held during the Financial Year2022-2023 . The details of Board Meetings and the attendance of Directors are 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 Financial Year 2022-2023. The details of Audit Committee Meetings and the attendance of members are provided in the Corporate Governance Report, which is part of this report. All recommendations of the Audit Committee have been accepted by the Board.

20. AUDITORS: a) Statutory Auditors:

The office of Statutory Auditors of the Company was held jointly by M/s. S. Guha & Associates, Chartered Accountants (FRN: 322493E) and M/s. SEN & RAY, Chartered Accountants (FRN: 030347E). M/s. S. Guha & Associates, Chartered Accountants (FRN: 322493E) resigned as Joint Statutory Auditor of the Company, with effect from 26^th June 2023. Hence, as on the date M/s Sen & Ray, Chartered Accountant are single Statutory Auditor of the Company.

MCA vide circular dated May 7, 2018 omitted the requirement of ratification of term of Statutory Auditor every year. However, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and there are audit qualifications/ observations in the Auditors Report on Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 which are as follows:

Sr. No. Audit Qualifications/ Observations	Reply to the audit qualifications/ observations
1. The Company has defaulted in repayment of loans and interest in respect of term loan and Cash Credit of Punjab NationalBank, Union Bank of India, IDBI Bank and The Shamrao Vitthal Co- operative Bank due to which the accounts are considered as No n - P e r f o r m i n g Assets (NPA) by all the banks.	Inlight of the over dues to Financial creditors, the Company has submitted a Comprehensive Debt Resolution Plan to the banks and the same is under consideration and approval. A C o m p r e h e n s i v e Resolution Plan (OTS) is submitted to the Banks and it is at an advanced stage. The Management is expecting an early approval to the Companys OTS proposals by the Lenders.
2. The Company is in default w.r.t. payment of statutory dues to government authorities and filing of periodic returns thereof, which may entailpenaltywhichis not ascertainable and hence not provided for.	The Company is in the process of analyzing and paying o_ the dues. The interest as applicable on these delays is already provided for.

b) Cost Auditors:

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Pursuant to the provisions of Section 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 cost records of the Company.

A Certificate from M/s. Bhanwarlal Gurjar & Co., Cost Accountants has been received to the e_ect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

The Board, on recommendation of Audit Committee, has approved the re-appointment and remuneration of

M/s. Bhanwarlal Gurjar & Co., Cost Accountants (FRN: 101540) as the Cost Auditor to audit cost accounting records of the Company for the Financial Year 2023-2024, at their meeting held on May 30, 2023.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders; the Board recommends the same for approval of shareholders at the ensuing AGM.

In the Cost Audit Report of the Company for the Financial Year 2022-2023, issued by M/s. Bhanwarlal Gurjar & Co., Cost Accountants in Form CRA-3, there is no audit qualification, reservation or adverse remark.

c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on recommendation of Audit Committee, the Board of Directors at their meeting held on May 30, 2023 had appointed M/s. AVS & Associates, Company Secretaries in practice, Navi Mumbai to conduct Secretarial Audit for the Financial Year 2023-2024. The report on secretarial audit for the Financial Year 2022-2023, issued by M/s. AVS & Associates, Company Secretaries in Form MR-3 forms integral part of this report as "Annexure- D".

The observations given by Secretarial Auditor in their report for the Financial Year ended March 31, 2023 are self-explanatory except the following:

Sr. No. Observations	Reply to the observations
1. Delay of 2 days was noticed with to giving prior intimation to BSE about the board meeting held on May 30, 2022 for the approval of financial results for the and year ended March 31, 2022.	Inadvertently, through oversight there was a shorter notice issued to BSE for the period stated in the observation. The company has paid necessary fine to BSE for the said quarter default.

d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and 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, on recommendation of Audit Committee, at their meeting held on August 14, 2023 have appointed M/s. KAVA & Associates, Chartered Accountants (FRN: 145721W) as Internal Auditors of the Company for the Financial Year 2023-2024 to conduct Internal Audit of the Company.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place Internal Financial Control system, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the M/s. KAVA & Associates, Chartered Accountants, Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Statutory Auditors of the Company have monitored & evaluated the e_cacy of Internal Financial Control System in 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 function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

22. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of training and familiarization Programme have been provided under the Corporate Governance Report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTSBYTHECOMPANY:

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2023 , are set out in Notes to the Standalone and Consolidated Financial Statements of the Company provided in this Annual Report.

24. VIGILMECHANISM/WHISTLEBLOWERPOLICY:

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with 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 approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the Company viz. http://www.kisangroup.com/ investorrelations/code-policies.php.

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

All transactions entered into by the Company with related parties were in the ordinary course of the business and at arms length basis and are in accordance with 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 prior approval of the Audit Committee for entering into transactions with related parties. A statement of all Related Party Transactions are placed before the Audit Committee and Board for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 38 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Companys website at http://www.kisangroup.com/investorrelations/ code-policies.php.

26. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2023 is available on the website of the Company at www.kisangroup.com.

27. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provision of the Companies Act, 2013 and rules made thereunder, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority as established by the Government of India, after completion of seven years. Further, pursuant to the provision of Section 124 of the Companies Act, 2013 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 (IEPF Rules), shares of the Company in respect of which dividend entitlements have remained unclaimed and unpaid for seven consecutive years or more, are required to be transferred by the Company to the demat account of the IEPF Authority within a period of 30 days of such shares becoming due to be so transferred. Communication was sent by the Company to the concerned Members who had not claimed their dividend for seven consecutive years or more providing them an opportunity to claim such dividend. No amount of unclaimed dividend is pending to be transferred to IEPF as no dividend was declared by the Company subsequent FY 2013-14.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo are provided in the "Annexure-E" to this Report.

29. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

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

The Audit Committee and the Board of Directors periodically review the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

30. SUBSIDIARIES:

KML Tradelinks Private Limited is a Wholly Owned Subsidiary of your Company. During the year, the Board of Directors (‘the Board) reviewed the a_airs of the Subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its Subsidiary, which form part of the Annual Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate 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 audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on website of the Company http://kisangroup. com/investorrelations/financialresults.php.

31. MATERIAL SUBSIDIARY:

The Board of Directors of the Company had adopted a Policy for determining material subsidiary in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is posted on the Companys website at http://www.kisangroup. com/investorrelations/code-policies.php. Presently, there is no material subsidiary company of the Company for the Financial Year 2022-2023 pursuant to provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company and thus the Company has not developed or implemented any Corporate Social Responsibility initiatives as on date.

33. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report is provided in a separate section and forms an integral part of this report as "Annexure-C" and it gives detail of the overview, industry structure and developments, di_erent product groups of the Company, operations of the Company for the year under review.

34. PARTICULARS OF REMUNERATION TO DIRECTORS AND EMPLOYEES:

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and the details of the ratio of remuneration of each director to the median employees remuneration is annexed herewith as "Annexure- B" to this Report.

Further, none of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the Companys existence, going concern status and future operations of the Company.

36. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance practices followed by the Company, together with a certificate from the Companys Secretarial Auditors confirming compliance of conditions of Corporate Governance forms an integral part of this report.

37. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

38. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in zero tolerance towards sexual harassment at the workplace and is committed to provide a healthy environment to each and every employee of the Company. Your Company has framed and adopted a policy in line with provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are cover under the said policy.

The Company has also constituted an Internal Complaints Committee (ICC) to consider and resolve all sexual harassment complaints reported by women. The constitution of the ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the committee also includes external members with relevant experience. Half of the total members of the ICC are women.

There were no complaints received and pending during the F.Y2022-2023.

39. ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincere appreciation towards its clients, vendors, investors, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities for their continued support, cooperation and professionalism during the year. The Directors of the Company thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company and look forward to their continued support in the future. The Directors would like to express its gratitude and place on record its sincere appreciation for the commitment and dedicated e_orts put in by all the employees during the year.

For and on behalf of the Board of Directors

Kisan Mouldings Limited

Sd/-

Sanjeev A. Aggarwal

Chairman & Managing Director

(DIN: 00064076)

Date: 14^th August 2023

Place: Mumbai