Kapashi Commercials Ltd Directors Report.

To,

THE MEMBER OF

KAPASHI COMMERCIAL LIMITED

Your Directors have pleasure in presenting Thirty Fifth Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2020.

1. FINANCIAL PERFORMANCE

The operations of the Company have shown increase in trend as compared to the previous year. The Company has earned total income of Rs 6,695,883/- during the year under report as compared to Rs. 5,429,043/- during the previous year reflecting an increase of 23.33% over the previous year.

> The financial summary or highlights;

Particulars Year Ended 31.03.2020 Year Ended 31.03.2019
Total Income from Operation 66.96 54.29
Profit before Interest& finance charges, depreciation & taxation 51.17 23.45
Less: Interest & finance Charges 37.80 10.16
Operating profit before depreciation & taxation 13.13 13.29
Less: Depreciation, amortization & impairment of asset - -
Profit before Exceptional Items 13.13 13.29
Add: Exceptional Items - -
Less: Provision for earlier Years - -
Profit before taxation 13.13 13.29
Less: Current Tax 3.40 4.55
Less: Prior year Tax Provisions (0.20) 17.53
Less: Deferred Tax Liability - -
Profit after taxation 10.17 (8.79)
Add: Balance brought forward - -
Profit available for appropriation 10.17 (8.79)
Less: Appropriation: - -
Transfer to Special Reserve u/s. 45I of RBI Act. - -
Transfer to General Reserve - -
Interim Dividend - -
Tax on Interim Dividend - -
Proposed Dividend - -
Provision for Tax on Proposed Dividend - -
Less: Additional depreciation charged due to change in useful life - -
Balance carried forward to Balance Sheet 10.17 (8.79)

2. DIVIDEND

Your Director Feel that it is prudent to plough back the profits of the company for future growth of the company and therefore do not recommend any dividend for the year ended March 31st , 2020.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDIICA TION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

4. TRANSFER TO RESERVES

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

5. CHANGE fN THE NA TURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company.

6. 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 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

7. SUBSIDIARIES. JOINT VENTURES AND ASSOCIA TE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

8. BOARD OF DIRECTORS:

(a) Composition of Board

Name of Directors Designation Category No. of Board Meeting held during the year No. of Board Meeting attended during the year
Mrs. Shweta Samir Shah Managing Director Promoter Executive 10 10
Mr. Munjal M. Patel Director Promoter Non Executive 10 10
Mr. Jayeshkumar R. Shah Director Independent Non Executive 10 10
Mr. Mahendrabhai G. Patel (upto10th February, 2020) Director Promoter Non Executive 10 9
Mr. Raxeshbhai C. Satia (upto 6th March, 2020) Director Independent Non Executive 10 10
Mr. Manish Indravardhan Mehta(w.e.f. 6th March, 2020) Director Independent Non Executive 10 1

(b) Changes in the Board during the year:

The Board of Directors of the Company is duly constituted. During the year under review, the following changes have been made in the Board of Directors.

During the year Following Appointments were made:

• The Board of Directors appointed Mr. Manish Indravardhan Mehta (DIN: 08516146) as Additional Director under Independent Director category with effect from 6th march, 2020 which is subject to the approval of shareholders

During the year Following Resignations were made:

• Mr. . Raxeshbhai ChandravadanSatia (DIN: 00577822) resigned from the Directorship of the Company with effect from 6th March, 2020.

• Mr. Mahendra G. Patel (DIN: 00104706) resign from the Directorship of the Company with effect from 10th February, 2020.

(c) Retirement by rotation

As per the provisions of Section 152 of the Companies Act, 2013 , Mr. Munjal M. Patel (DIN: 02319308) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment . Your Directors recommend his reappointment.

(d) NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year 2019-20, the Board of Directors met Ten (10) times. on 4th May, 2019; 16st May,2019; 29th May, 2019; 12th August, 2019; 13th November, 2019; 14th November, 2019;11th December 2019; 16th January, 2020 and 10th february ,2020 and 3rd March, 2020.in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

9. KEY MA NA GER1A L PERSONNEL

The Board of Directors accepted the resignation of Mrs. Rajasvee Sagar Shah from the post of Chief Financial Officer of the Company with effect from closing of working hours on 13st November, 2019. Further, pursuant to the provisions of section 203 of the Companies Act, 2013, the Board of Directors appointed Ms. Viraj Samirbhai Shah as a Chief Financial Officer of the company with effect from 13th November, 2019.

As on the date of this report, the following are the key Managerial Personnel of the company:

1. Mrs. Shweta Samir Shah, Managing Director.

2. Ms. Viraj samirbhai Shah, Chief Financial Officer.

3. Ms. Pinaj Jain, Company Secretary & Compliance Officer.

DECLARA TONS BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the Board, the Independent directors meet the said criteria.

1. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on March 29, 2020 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directorsand non-executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

12. STA TEMENT ON FORMAL ANNUAL EVALUA TION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

13. DIRECTORS RESPONSIBILITY STA TEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them 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, 2020 and of the profit and loss of the company for that period;

(iii) The directors had 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;

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

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

14. STA TUTORY A UDITORS

M/s. Ashit and Shah & Co., Chartered Accountants, having registration number FRN No. 100624W were appointed as Statutory Auditors of the Company by board of directors with effect from 11th December, 2019 to fill the casual vacancy caused by the resignation of M/s. J. T. Shah & Co., Chartered Accountants, Further, their appointment as statutory auditor was ratified and approved by the member of the company in the Extra Ordinary General Meeting held on 20th February, 2020. Further, it is proposed to appoint M/s. Ashit and Shah & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of 35thAnnual General Meeting (AGM) till the conclusion of the 40th Annual General Meeting of the Company to be held in the year 2025.

There are no qualifications, reservations or adverse remarks made by M/s. Ashit and Shah & Co. Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March, 2020 read with the

explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

15. SECRETA RIA L A UDfTOR

M/s Khandelwal Devesh & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s Khandelwal Devesh & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure-"A”.

As per the audit report the following qualification were reported:

a) As per Regulation 295(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Board of directors of the company was required to complete bonus issue within 2 months from the date of board meeting held for that purpose however there was delay in completing the said issue and accordingly BSE levied fine on the Company as per SEBI circular CIR/CFD/DIL/57/2017.

The Board of Directors of the Company would like to inform you that due to negligence and lack of information , Company could not complete the procedure within 2 (Two) months and there was a delay , However company has paid the fine levied by Bombay Stock Exchange.

16. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

17. ADOPTION OF NEW SET OF MOA

The Company has adopted new set of Memorandum of Association by obtaining shareholders approval through Postal ballot on April 20, 2019.

18. ADOPTION OF NEW SET OF AOA

The Company has adopted new set of Article of Association by obtaining shareholders approval through Postal ballot on April 20, 2019.

19. CHANGE IN REGISTERED OFFICE OUTSIDE THESTA TE

The registered office of the company was firstly shifted within the local limts of same town /city from 4th Floor, 75 DR A. B. RD, Worli, Mumbai-400018 to Office No 08, Neelkanth Shopping Center Chs Ltd, plot no. 72/4, Cama Lane & M.G. Road Junction Ghotkopar (West), Mumbai 400086 and then it was shifted to the state of Gujarat to 306, S.F, Ashirwad Paras-1 Near KantiBharwad PMT Opp. Andaz Party Plots, Makbara, Ahmedabad- 380051. which is shifting of registered office from the state of Maharashtra to the state of Gujarat with the consent of the shareholders through postal Ballot dated 20th April 2019.

20. INCREASE IN A UTHORISED SHARE CAPITAL

The Authorized share capital of the Company has been increased from Rs. 1,00,00,000/- (one crore only) consisting of 10,00,000 (Ten lakh ) Equity Shares of Rs 10/- each TO Rs. 2,50,00,000/- (Two

crore fifty lakh only) consisting of 25,00,000 (Twenty five lakh) Equity Shares of Rs 10/- each by

obtaining shareholders approval through Postal ballot on April 20, 2019.

21. INCREASE IN ISSUED. SUBSCRIBED& PA ID-UP SHA RE CA PITA L

The paid up Equity Share Capital of the Company is increased from 1,00,00,000/- (one crore only) toRs. 2,50,00,000 /- (Two crore fifty lakh only).

The Company has issued and allotted 15, 00,000 Equity Shares of Rs.10/- (Rupee Ten only) each as Bonus Shares in the proportion of 3 (Three) New Equity Shares for every 2 (Two) existing Equity Shareson 16th May 2019.

22. POSTAL BALLOT

During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or reenactments) made thereunder), your Company passed the following resolution through postal ballot as per the details below

Date of Postal ballot Notice: 14th March, 2019 Date of declaration of result: 22nd April, 2019 Voting period: 22/03/2019 to 20/04/2019

Name of resolution Type of resolution

No. of votes polled

Votes cast in favor

Votes cast against

No. of votes % No. of votes %
Adoption of New Set Of Memorandum of Association of the Company Special 606675 606674 100 1 0
Adoption of New Set of Articles of Association of the Company Special 606675 606674 100 1 0
To Consider Increase in Authorised Share Capital of the Company Ordinary 606675 606674 100 1 0
Issue of Bonus Shares Ordinary 606675 606674 100 1 0
Appointment of Statutory Auditors to Fill Casual Vacancy Ordinary 606675 606674 100 1 0
Appointment of Mrs. Shweta Samir Shah (DIN: 03082967) as a Managing Director of The Company for a Period of 5 (Five) Years Ordinary 606675 606674 100 1 0
Shifting of the Registered Office From the State of Maharashtra to the State of Gujarat Special 606675 606673 100 2 0

23. LISTING

The equity shares of the Company are listed on of BSE and the Company has paid the annual listing fees for the year 2019-20.

24. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EA RNINGS A ND OUTGO

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilizing alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO :

i. Foreign Exchange Earning : NIL ii. Foreign Exchange Outgo :NIL

25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

Pursuant to section 186(11) of the Companies Act, 2013 (“the Act”), the provisions relating to disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided is not applicable to the company.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELA TED PARTIES:

During the year, The Company has no material significant transactions with its related parties which may have potential conflict with the interest of the Company at large.

27. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT-9 is appended here in Annexure “B” to this Report.

28. DISCLOSURE OF ORDERS PASSED BY REGULA TORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

29. AUDIT COMMITTEE:

Annual Report 2019-20

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

> The details of composition of Audit Committee are as follows :

Name of the Directors Designation Category Number of meeting held Number of meeting attended
Raxeshbhai Satia* Chairperson Independent Director 6 6
Shweta samir Shah Member Managing Director 6 6
Mr. Jayeshkumar Shah Member Independent Director 6 6
Mr. Manish Mehta** Chairperson Independent Director 6 0

* Ceased to be Chairperson &Member of committee w.e.f 06.03.2020 ** Inducted to the Chairmanship of the Committee w.e.f. 06.03.2020

The Board of Directors of the company vides resolution passed on 06.03.2020 approved the reconstitution of Audit Committee. The Composition of Audit Committee consists of Mr. Manish Mehta - Chairman, Mrs. Shweta Samir Shah - Member and Mr. JayeshkumarRasiklal Shah - Member.

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditors independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

> Meetings:

During the Year 2019-2020, the Member of Audit Committee met Six times viz. on 29th May, 2019,12th August,2019,13th November ,2019 and 14th November, 2019, 11th December 2019 and 10th February 2020.

30. NOMINA TION AND REMUNERA TION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

> The details of composition of Nomination and Remuneration Committee are as follows:

Name of the Directors Designation Category Number of meeting held Number of meeting attended
Mr. Raxeshbhai Chandravadan Satia* Chaiperson Independent Director 3 3
Mr. Jayeshkumar Rasiklal Shah Member Independent Director 3 3
Mr.Mahendrabhai Gulabdas Patel*** Member Promoter Non- Executive 3 2
Mr. Munjal Patel** Member Promoter Non- Executive 3 1
Mr. Manish Mehta**** Chairperson Independent Director 3 0

* Ceased to be Chairperson &Member of committee w.e.f 06.03.2020 ** Inducted to the Membership of the Committee w.e.f. 10.02.2020 *** Ceased to be member of committee w.e.f. 10.02.2020 **** Inducted to the Chairmanship of the Committee w.e.f. 06.03.2020

The Board of Directors of the company vides resolution passed on 10.02.2020 approved the reconstitution of Nomination and Remuneration Committee. The Composition of Nomination and Remuneration Committee consist of Mr. Raxeshbhai Chandravadan Satia- Chairman, Mr.Munjal Patel- Member and Mr. Jayeshkumar Rasiklal Shah- Member, Then again Board of Directors of the company vides resolution passed on 06.03.2020 approved the reconstitution of Nomination and Remuneration Committee. The Composition of Nomination and Remuneration Committee consist of Mr. Manish Mehta - Chairman, Mr. Manjul Patel - Member and Mr. Jayeshkumar Rasiklal Shah - Member.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

> Meetings:

During the Year 2019-2020, the Member of Nomination and Remuneration Committee met three times on 13th November, 2019, 10th February, 2020 & 06th March, 2020.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on companys website www.kapashicommercial.com.

31. STAKEHOLDERS RELA TfONSHfP COMMITTEE

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

Sr.No. Name of the Directors Designation Category
1 Mr. Raxeshbhai C. Satia* Chaiperson Independent Director
2 Mrs. Shweta Samir Shah Member Promoter Executive
3 Mr. JayeshkumarRasiklal Shah Member Independent Director
4 Mr. Manish Mehta** Chairperson Independent Director

* Ceased to be Chairperson &Member of committee w.e.f 06.03.2020 ** Inducted to the Chairmanship of the Committee w.e.f. 06.03.2020

The Board of Directors of the company vide resolution passed on 06.03.2020 approved the reconstitution of Stakeholders Relationship Committee. The Composition of Stakeholders Relationship Committee consist of Mr. Manish Mehta - Chairman, Mrs. Shweta Samir Shah - Member and Mr. Jayeshkumar Rasiklal Shah - Member.

During the Year Stakeholders Relationship Committee did not hold any Meeting.

32. Details of Investors grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2020 are NIL.

Ms. Pinaj Jain is the Compliance Officer of the Company for the above purpose.

33. COMPLIANCE

The Company has complied with the mandatory requirements as stipulated under the Listing Regulations. The Company has submitted the quarterly compliance status report to the stock Exchange within the prescribed time limit.

34. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an Annexure “C to this report.

35. VIGIL MECHANISM/WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.kapashicommercial.com.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE f.PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment.

37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed

38. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIA TIVES

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

39. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HA VE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STA TEMENTS RELA TE AND THE DA TE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

40. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPA CTING THE GOING CONCERN STA TUS A ND COMPA NYS OPERA TIONS IN FUTURE

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

41. PARTICULARS OF EMPLOYEES

Details pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure D to this report.

42. STA TEMENT REGARDING DEVELOPMENT AND IMPLEMENTA TION OF RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Companys existence are very minimal.

43. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The Directors have devised proper systems 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.

44. CORPORA TE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

A CKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

Registered Office By order of Board of Directors
206, S.F. ashirwad Paras 1 KAPASHI COMMERCIAL LIMITED
Near Kanti Bharwad PMT
Opposite Andaz party Plot,
Makarba , Ahmedabad
Gujarat 380051 Sd/-
Place: Ahmedabad Shweta Samir Shah
Dated: 05/09/2020 Chairman & Managing Director
DIN: 03082967