Kavit Industries Ltd Directors Report.

To,

The Members ofKavit Industries Limited

Your Directors are pleased to present the Annual Report and the Companys Audited Financial Statement for the financial year ended March 31, 2019.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFIARS:

The financial results of the Company for the accounting year ended on 31st March 2019, are as follows:

Year Ended March 31, 2019

Year Ended March 31, 2018

Particulars Standalone Consolidated Standalone Consolidated
Total Revenue 9487.31 10889.37 6902.93 7537.08
Profit/(Loss) before Depreciation &
252.99 256.57 82.10 89.93
Tax
Add/(Less) : Depreciation (31.72) (31.72) (17.66) (17.66)
Profit (Loss) Before Taxes 221.27 224.85 64.43 72.27
Taxes expenses
Current Tax (71.57) (72.80) (19.87) (23.98)
Deferred Tax 4.57 4.57 - -
Income Tax of earlier years (0.14)
Net Profit /(Loss) 154.27 156.48 44.56 48.28
Add/(Less) Total other comprehensiveincome 1.84 1.99 (0.08) (0.08)
Total Comprehensive Income for theperiod 156.09 158.46 44.48 48.20
Total Comprehensive Income for theperiod attributable to owners of the Company 157.90 48.21
Add/(Less) balance brought forward 23.69 27.42 (20.79) (20.79)
Balance carried forward to balancesheet 179.78 185.32 23.69 27.42

2. Business overview:

Standalone total revenue and net profit have increased from Rs.6902.93 lakhs and Rs.44.56 Lakhs respectively for the previous year ended on 31st March , 2018 to Rs.9487.31 Lakhs and Rs.154.27 Lakhs respectively for the year ended on 31st March , 2019 registering a growth of about 37.44% and quantum jump of 246.21% respectively.

Consolidated Total Revenue and Net Profit have increased from Rs.7537.08 lakhs and Rs.48.28respectively for the previous year ended on 31st March, 2018 to Rs. 10889.37 Lakhs and Rs.156.48 Lakhs respectively for the year ended on 31st March, 2019 registering a growth of about 44.48% and 224.11% respectively.

3. DIVIDEND:

Keeping in view long term interest of the Company, the Board has not recommended any dividend.

4. CAPITAL STRUCTURE:

During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital.

5. AUDITORS COMMENTS & REPLY THEREON a. STATUTORY AUDITORS:

As regards emphasis of matter in the Auditors Report, your Directors would like to state as follows:

(1) Item No.1 of the emphasis of matter in the Auditors Report relating to loan & subsidiaries:

With reference to the captioned matter as detailed in Note no.43 of the financial statement, it is stated that the subsidiary companies being newly incorporated would not get finance from the Bank. Accordingly, in order to support and strengthen the subsidiaries, loans were given mainly in the last year on short term basis . Part of the loans have been repaid also.

(2) Item No.2 of the emphasis of the matter in the Auditors Report relating to writing off the balances.

Note no.28 of the financial statement is self explanatory in this regards.

(3) Item no.3 of the emphasis of matter in the Auditors Report relating to non-filing of the requisite form in respect of increase in Authorised Capital.

Note no.16.1 of the Financial statement is self explanatory in the regard. It is an inadvertentand unintentional procedural lapse not forming part of this financial year as stated in the note. Your company is committed to take appropriate steps for the same.

b. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Act and rules framed thereunder, the Board of Directors has appointed M/s Devesh Pathak & Associates., the Practicing Company Secretaries as a Secretarial Auditor to conduct a Secretarial Audit for the financial year under consideration.

The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as "Annexure-I"

As regards, observations in the Secretarial Auditors Report, your Directors would like to state as follows: (i) With the strengthening of Secretarial Department, the Company is committed to ensure better compliance (ii)Kindly refer reply to Item No. 1 of the emphasis of matters in the Auditors Report as aforesaid inthe regard.

c. COST AUDITOR:

Maintenance of cost records and requirement of Cost Audit as prescribed under the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, are not applicable to the Company.

6. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND.

During the Financial year under review, no amount has been transferred to General Reserve of the Company.

7. DETAILS OF SUBSIDIARY, JOINT VENTURES OR ASSOCIATES

The Company has subsidiary Companies, namely, Kavit Infoline Private Limited, Kavit Swachh Organic Food Private Limited, Kavit Foods Private Limited, Kavit Edible Oil Limited and Kavit Infra Project Private Limited.However no other Company has become or ceased to be Subsidiary, Joint Venture or Associate of the Company.

In compliance with the provisions of the Companies Act, 2013 the details of the subsideries andassociated companies is mentioned in the prescribed form AOC 1 marked as "Annexure II".

8. MANAGEMENT‘S DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, detailed review of operations, performance and future outlook of the Company is covered under a separate Annexure to this report as Management Discussion & Analysis. (Annexure - III).

9. DIRECTORS REPSONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts of the Company for the year ended on March 31, 2019,the applicable accounting standards had been followed along with proper explanations relating to material departures for the same; (ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; (iii)the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; (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;and (vi)the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. CORPORATE GOVERNANCE :

Kavit Industries Limited is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees,customers, suppliers and other stakeholders.

A separate section on Corporate Governance report and the certificate from the Practicing Chartered Accountants confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 ("Listing Regulations") form part of this Annual Report as an Annexure IV.

11. CONTRACTS AND ARRANGMENTS WITH RELATED PARTIES :

As required by the provisions of the Companies Act,2013; the details regarding the Related Party Transactions are given in prescribed Form AOC-2 attached herewith as Annexure V.

12. NUMBER OF MEETINGS

The Details of number of Meetingsof Board of Directors and attendance of individual Directors are provided under the Corporate Governance Report.

13. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013, Regulation 34(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Accounting Standard (AS) 21 on the consolidated financial statement read with AS 23 on accounting for investment in associates and AS 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

14. DIRECTOR & KEY MANEGERIAL PERSONNEL:

During the year under review, changes occurred in Directorship and Key Managerial Personnel are described at length in Corporate Governance report.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jayesh Raichand Thakkar (DIN- 01631093), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment for your approval.

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 is hosted on the Companys website (www.kavitindustries.in).

The Company has also received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND

THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the Company.

16. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO:

(A) Conservation of energy:

Your Company is making all efforts to conserve energy by monitoring energy cost and periodical review of the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintainance/ installation/ upgradation of energy saving devices.

(B) Technology absorption:

The Company uses latest technology and equipments into the business and has been quite vigilant about the latest technological changes.

(C) Foreign Exchange Earnings and Outgo:
(Rs. In Lacs)
PARTICULARS 2018-19 2017-18
Foreign Exchange earned in terms of actual 0 0
inflows during the year (On F.O.B Basis)
Foreign Exchange outgo during the year in 0 0
terms of actual outflows

17. LOANS, GAURANTEES AND INVESTMENTS BY COMPANY (Section 186)

Details of the same is provided in the financial statement.

18. EXTRACT OF ANNUAL RETURN: [Section 92 (3)]

As required by the provisions of Section 92(3) of the Companies Act, 2013, the extracts of Annual Return in prescribed Form MGT-9 is attached herewith as Annexure VI.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review within the meaning of the Companies (Acceptance of Deposits) Rules 2014 applies.

20. AUDIT COMMITTEE (Section 177 (8)}

As on the date, audit committee comprises of 3 members as on the date of this report. All the members of Audit Committee are financially literate. The reference terms and other details of the Audit Committee are mentioned in the Corporate Governace Report which is a part of this report.

21. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

Requirement of establishment of Vigil Mechanism is not applicable to the Company. Hence, it has not been constituted.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since neither the Companys net worth exceeds Rs. 500 crores nor Companys turnover exceeds Rs. 1,000 crores nor the Companys net profit exceeds Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility activities are not applicable to the Company.

23. OTHER MATTERS:

Following are the other matters to be covered pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Rules made thereunder:

1. Change in nature of business

-There is no change in the nature of the business

2. Details of significant and material orders passed by the Regulators or courts or tribunalsImpacting the going concern status and companys operations in future.

- There is no significant and material orders passed by the Regulators, courts, or tribunals impacting the going concern status and Companys operations in future.

3. Adequacy of Internal Financial Controls with reference to Financial Statements

-There is an adequate system in place for internal financial controls which commensurates with the working operations of the Company.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION,PROHIBITION AND REDRESSAL), ACT,2013:

The Company has in place, an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary, trainees) are covered under this Policy.

There were no complaint filed till date under the said policy.

25. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

Pursuant to Clause 9 of Secretarial Satndards on meeting of the Board of Directors, it is stated that the Company is compliant to applicable Secretrial Standards during the year.

26. ACKNOWLEDGEMENTS:

Your directors appreciate the professionalism, commitment and dedication displayed by employees at all levels. The directors would like to express their grateful appreciation for the assistance and cooperation that our company has been receiving from our Bankers, Customers, Business Associates, Central and State Government authorities and Shareholders.

By Order of the Board of Directors
For Kavit Industries Limited
Date : 14.8.2019
Place : Vadodara
Sd/-
Jayesh Thakkar
CHAIRMAN