kunststoffe industries ltd Directors report

Dear Shareholders,

Your Directors have pleasure in presenting the 37thAnnual Report and Audited Financial Statements of the Company for the year ended 31st March, 2023. The summarized financial results are given below:

SUMMARISED FINANCIAL RESULTS:

Particulars	2022-23	2021-22
Net Sales	1253.69	1275.61
Other Income	36.18	31.59
Total Income	1289.87	1307.20
Expenses
Operating Expenditure	770.51	843.45
Changes in inventories of finished goods and work-in-process and stock-in-trade	(4.42)	(2.26)
Employee benefits expenses	134.16	134.12
Depreciation and amortization expense	11.74	7.15
Other expenses	198.70	143.71
Profit / (loss) from operations before extra-ordinary/exceptional items and tax	179.17	181.03
Exceptional Items	1.15	-
Tax Expense: Current Tax	42.50	41.35
Deferred tax (credit) /charge	1.67	(3.77)
lncome-Tax of Earlier Year	(1.20)	(0.26)
Net Profit / (toss) for the period	137.36	143.71

OPERATIONS

During the current year, gross receipts of the Company was 1289.87 lacs against 1307.20 lacs of the previous year, depreciation amounted to 11.74 lacs (against 7.15 lacs in last year) and Net Profit is 137.36 lacs as against 143.71 lacs in last year.

DIVIDEND

In view of brought forward losses your Directors are unable to recommend any dividend on Equity Shares for FY 2022-23. During the year no amount has been transferred to General Reserve.

SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on 31st March, 2023 was 6,89,00,000 divided into 68,90,000 Equity shares having face value of 10 each. During the year under review, the Company has not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

The promoter namely Bharat Capital and Holdings Limited sold its entire shareholding ie 10,08,088 equity shares through Off Market Sale in the month of May, 2023.

As on 31st March, 2023, the existing shares held by promoters were 30,38,739 equity shares constituting 44.10% of total share capital and the existing shares held by public were 38,51,261 equity shares constituting 55.90% of total share capital of the company.

After the sale, as on current date, the shares held by promoters is 20,30,651 equity shares constituting 29.47% of total share capital and the shares held by public is 48,59,349 equity shares constituting 70.53% of total share capital of the company.

HEALTH, SAFETY AND ENVIRONMENT

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

The report on Managements Discussion and Analysis includes observations on health, safety and environment compliances by the Company.

All Plant sites of the Company are environment regulations compliant.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

LISTING OF SECURITIES AND FEES

The Companys Equity Shares are listed on Bombay Stock Exchange Ltd. Your company has already paid Listing Fees for the financial year 2022-2023.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN ECHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as follows.

A. INFORMATION OF CONSERVATION ENERGY

The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of the conservation of Energy do not apply to the products of your Company.

B. INFORMATION OF TECHNOLOGY ABSORPTION

The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the Company has deputed their engineers for training at the collaborators plant. The engineers have been trained in process control, production, maintenance and other technology aspects. The Company has absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require much less raw material than any comparable product. This has enabled the Company to produce pipes and tanks for applications such as sewerage schemes, effluent disposal projects, storage tanks for chemicals etc.

INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO

During the year under review your Company has neither spent any amount in foreign exchange nor earned any amount in foreign exchange.

SEGMENT REPORTING

Your Companys main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Ind AS 108 - Operating Segments (Accounting Standards 17) is not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your company does not have any subsidiary, joint ventures or associate companies.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM STATE OF MAHARASHTRA TO UNION TERRITORY OF DAMAN AND DIU

The Company is in process of Shifting of Registered office from State of Maharashtra to Union territory of Daman and Diu due to administrative reasons. The requisite approval from shareholders has been sought through Postal Ballot Notice.

The application under section 12 and 13 of Companies Act, 2013 have been made to Regional Director, Mumbai for their approval.

Then order/approval from Regional Director is awaited.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2023 and the date of this Directors Report i.e. 12th August, 2023.

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than 10 Crores and Net worth is less than 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEB] (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

Therefore, taking Auditors Certificate on Corporate Governance as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

AUDITORS:

STATUTORY AUDITORS AND AUDITORS REPORT

M/s Akshay Kirtikumar & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 138182W/ W100760) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 33rd Annual General Meeting (AGM) held on 24th September, 2019 until the conclusion of the 38th AGM of the Company to be held in the year 2024.

The Auditors Report for FY 2022-23 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ritesh Sharma, Practicing Company Secretary (Certificate of Practice Number: 20742) to undertake the Secretarial Audit of the Company. The Company has annexed to this Boards Report as Annexure III, a Secretarial Audit Report for the Financial Year 2022-23 given by the Secretarial Auditor. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 read with SEBI circular no: CIR/ CFD/CMD1/27/2019 dated 08th February, 2019, BSE circular no. LIST/COMP/10/2019-20 dated 9th May, 2019 and BSE circular no LIST/COMP/12/2019-20 dated 14May, 2019 is not applicable to the Company due to exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Including criteria for determining qualification, positive attributes, and independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Policy on Directors Appointment

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

• There has never been union since incorporation and is not likely to be there in view of cordial relation with workers. As such the Board felt that there is no need to form policy for unionized workers.

• Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

LISTING FEES

Your Company has paid the requisite Annual Listing Fees to BSE Limited (Scrip Code: 523594), where its securities are listed.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Directors Report.

KEY MANAGERIAL PERSONNEL:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mrs. Soniya P. Sheth	- Managing Director
(b) Ms. Unnati P Sheth	- Chief Financial Officer
(c) Ms. Padmini Ravindran	- Company Secretary

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Board of Directors comprises of 5 Members, consisting of 1 Managing Director, 2 Non-Executive & Independent Directors, 1 Additional Non-Executive Non-Independent Director and 1 Additional NonExecutive Independent Director.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA").

The Independent Directors are also required to undertake online proficiency self-assessment test conducted by IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

The Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test.

RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,

Ms. Soniya P Sheth retires by rotation and being eligible offers herself for reappointment.

Non Disqualification of Directors Certification is attached as Annexure in this report.

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act.

Appointment / Re-appointment:

Further on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had appointed Mr. Pravin V. Sheth (DIN: 00138797) as an Additional Directors (Non-Executive, NonIndependent) liable to retire by rotation and Mr. Bhadresh H. Shah (DIN: 00629457) as an Additional Directors (Non-Executive, Independent) of the Company not liable to retire by rotation in their meeting held on 12th August, 2023, who shall hold the office until the Annual General Meeting. The appointment of Mr. Pravin V. Sheth (DIN: 00138797) as an Additional Directors (Non-Executive, Non-Independent) and Mr. Bhadresh H. Shah (DIN: 00629457) as an Additional Directors (Non-Executive, Independent) forms part of the Notice of the forthcoming 37th Annual General Meeting (AGM) and Resolutions are recommended for the Members approval.

Brief Profile of Additional directors who would be regularized as Directors in this Annual General Meeting:

Mr. Pravin V. Sheth Age: 85 years, Qualification: B.Com. LL.B., F.C.A. Practicing Chartered Accountant, Nature of expertise: Expert in field of Finance, Management, Accounting, Auditing, Taxation and Law. Having good knowledge about plastic industries for last 30 years. Name of the Companies in which also holds directorship. 1) M/s. Star Developers P Ltd., 2) M/s. Parijat Pvt. Ltd., 3) M/s. Sun Capital & Consultancy P Ltd 4). Fiberweb (India) Limited. Name of other companies in which he holds Membership/chairmanship: Chairman of Fiberweb (India) Ltd. Inter Se relation between the directors - He is spouse of Mrs. Soniya P Sheth.

Mr. Bhadresh H. Shah Age: 70 years. Qualification: B. E. Bachelor of Engineering, Nature of expertise: Civil & Plastic Engineering, Name of the Companies in which he also holds Directorship - Fiberweb (India) Ltd. Name of the other Companies in which he also holds Membership/Chairmanship: None. Inter Se relation between the directors - None

Resignation

Mr. Sacariah Chacko tendered his resignation from directorship of company with effect from 12th August, 2023 due to personal reasons and other professional commitments. The board accepted the resignation at its board meeting held on 12th August, 2023. He ceases to be director of the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

• That in the preparation of the accounts for the financial period ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period under review;

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

• That the Directors have prepared the annual accounts for the financial period ended 31st March, 2023 on a going concern basis.

• The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

• The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of your Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually.

Evaluation of Committees

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committees recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board

A separate exercise was carried out by the Governance, Nomination and Remuneration Committee ("GNRC") of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation the Executive Director of the Company was carried out by the Chairman of the Board and other Directors.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31,2023, Six (6) Board Meetings were held and the requisite Quorum was present. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meeting was held on the following dates:

1. 26th May, 2022

2. 10th August, 2022

3. 09th November, 2022

4. 26th December, 2022

5. 04th January, 2023

6. 30th January, 2023

MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board met 6 times during the FY22 -23, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed

120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEE OF DIRECTORS

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with the approval of the Board and function under their respective Charters. These committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are usually placed before the Board for noting.

The Board currently has the following Committees:

A. Audit Committee.

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee.

A. Audit Committee

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the companies Act, 2013 read with the Rules issued there under and Regulation18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The composition of the Audit Committee as on 31st March, 2023 and number of meetings attended by the members during the year are given below:

Name of Member	Designation	No of Meetings entitled to attend	Meetings Attended
Ujjawalkumar R. Jha	Non-Executive - Independent Director, Chairperson	5	5
Rajender J. Sharma	Non-Executive - Independent Director, Member	5	5
Sacariah Chacko	Non-Executive - Independent Director, Member	5	5

Upon the change in directors approved in the meeting of the board of directors held on 12/08/2023, the board reconstituted the audit committee viz. Mr. Bhadresh Shah (Chairman of the Committee), Mr. Ujjawalkumar R. Jha and Mr. Rajender J. Sharma as members.

During the year, five (5) Audit Committee meetings were held on the following dates:

1. 25th May, 2022

2. 09th August, 2022

3. 08th November, 2022

4. 03rd January, 2023

5. 28th January, 2023

All the recommendations made by the Audit Committee were accepted by the board.

B. Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act, 2013. The composition of the Nomination and Remuneration Committee as on 31st March, 2023 and number of meetings attended by the Members during the year are given below:

Name of Member	Designation	No of Meetings entitled to attend	Meetings Attended
Ujjawalkumar R. Jha	Non-Executive - Independent Director, Chairperson	4	4
Rajender J. Sharma	Non-Executive - Independent Director, Member	4	4
Sacariah Chacko	Non-Executive - Independent Director, Member	4	4

Upon the change in directors approved in the meeting of the board of directors held on 12/08/2023, the board reconstituted the Nomination & Remuneration committee viz. Mr. Bhadresh Shah (Chairman of the Committee), Mr. Ujjawalkumar R. Jha and Mr. Rajender J. Sharma as members.

During the year, four (4) Nomination and Remuneration Committee meetings were held on the following dates:

1. 25th May, 2022

2. 09th August, 2022

3. 08th November, 2022

4. 28th January, 2023

C. Stakeholder Relationship Committee

The Stakeholders Relationship Committee of the Board of Directors was constituted in line with the provision of Regulation 20 of SEBI (LODR) Regulations 2015 read with section 178 of the Act to looks after Shareholders/Investors Grievance like redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports etc.

The composition of the Stakeholder Relationship Committee as on 31st March, 2023 and number of meetings attended by the Members during the year are given below:

Name of Member	Designation	No of Meetings entitled to attend	Meetings Attended
Ujjawalkumar R. Jha	Non-Executive - Independent Director, Chairperson	4	4
Rajender J. Sharma	Non-Executive - Independent Director, Member	4	4
Sacariah Chacko	Non-Executive - Independent Director, Member	4	4

Upon the change in directors approved in the meeting of the board of directors held on 12/08/2023, the board reconstituted the Stakeholder Relationship committee viz. Mr. Bhadresh Shah (Chairman of the Committee), Mr. Ujjawalkumar R. Jha and Mr. Rajender J. Sharma as members.

During the year, four (4) Stakeholder Relationship meetings were held on the following dates:

1. 25th May, 2022

2. 09th August, 2022

3. 08th November, 2022

4. 28th January, 2023

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by the Company. Also SS-3 "Dividend" is duly compliedby the Company.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There was no Material Related party transaction(s) made with the Companys promoters, Directors, Key Managerial Personnel or their relatives as specified under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for their prior approval. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website: www.kunststoffeindia.com.

Since all the transaction with Related Parties entered during the Financial Year 2022-23 by the Company, were in its ordinary course of business and on arms length basis FORM AOC- 2 is not applicable to the Company.However the same are provided in the financial statement forming part of this annual report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

There is no Loan given, investment made, guarantees given and securities provided by the Company to any entity under Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company is having in place Internal Financial Controls System. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

RISK MANAGEMENT

The Company has laid down a well defined risk management policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors that governs how the Group conducts the business of the Company and manages associated risks.

The constitution of Risk Management Committee is not mandatory for your Company as per provisions of Regulation 21 of LODR as it is applicable to the Top 1000 listed entities.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: www.kunststoffeindia.com

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in a separate statement attached herewith and forming part of the report. (Annexure-I)

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act, 2013 are not applicable to the Company.

RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companys website www.kunststoffeindia.com.

However, there were no party transactions of the Company under the said policy and as per provisions of section 188 of Companies Act 2013 & rules made there under.

There are no materially significant related party transactions made by the Company with its promoters, Directors or management, their relatives etc. that may have potential conflict with the interest of the Company at large.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on the Companys website: www.kunststoffeindia.com.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules should be provided in the Annual Reports. None of the Companys employees were covered by the disclosure requirement.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not provided in the Annual Report but will be provided to shareholders on asking for the same.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Companys website.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has Zero Tolerance towards sexual harassment at the workplace. A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The POSH Policy of the Company is available on the website of the Company.

During the fiscal year under review, no complaints alleging sexual harassment were filed. No complaints are pending inquiry as of 31st March, 2023.

DEPOSITORY SYSTEM

Electronic trading of the Companys Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2023, about 79.59% shareholding representing 54,83,649 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

INTER-SE TRANSFER OF SHARES AMONG PROMOTERS

During the year there were no inter-se transfer of shares among promoters which is carried out in compliance with the provision of the Companies Act, 2013 and rules and regulation of SEBI (LODR) Regulation, 2015.

CEO AND CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2023. Their Certificate is annexed to this Directors Report.

OTHER DISCLOSURES

1. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

2. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

GENERAL

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Yours directors place on record their deep appreciation of the continued support received from shareholders and bankers.

On behalf of the Board For Kunststoffe Industries Limited

Soniya P. Sheth Managing Director DIN:02658794

Ujjwalkumar Jha Director DIN: 06825669

Place: Mumbai Date: 12th August, 2023