KBS India Ltd Directors Report.

To,

The Members,

KBS India Limited

Your Directors hereby presents the 33rd Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS:

The financial figures for the year under review are given below:

Particulars

Standalone

Consolidated

For the year ended 31st March, 2019 For the year ended 31st March, 2018 For the year ended 31st March, 2019 For the year ended 31st March, 2018
Revenue from Operations 7578866 13726227 7578866 13726227
Other Income 10465012 9947436 10465012 9947436
Total Income 18043878 23673663 18043878 23673663
Less: Total Expenses 16102795 18355230 16616106 18870802
Exceptional Items - 299873 - 299873
Profit/(Loss) before Tax 1941083 5018560 1427772 4502988
Less: i) Current tax 550000 1310000 400000 1310000
ii) Deferred Tax 4900 36500 4900 36500
Profit/(Loss) After Tax 1386183 3745060 1022872 3229488
Other Comprehensive Income for the Period 0.00 0.00 0.00 0.00
Total Comprehensive and other Comprehensive Profit/(Loss) for the period 1386183 3745060 1022872 3229488

The Company has adopted Indian Accounting Standards (IND AS) which is applicable from 1st April, 2017. As per the SEBI Circular CIR/CFD/FAC/62/2016 dated 5th July, 2016, the Company has also provided IND AS compliant financial results for the year ended 31stMarch, 2017.

According to the requirements of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, revenue for the year ended 31st March, 2019 was reported inclusive of excise duty. The Good and Service Tax (GST) has been implemented with effect from 1st July, 2017 which replaces Excise Duty and other input taxes. As per IND AS, the revenue for the year 31st March, 2019 is reported net of GST.

REVIEW OF OPERATIONS:

During the year under review, at standalone level, the Company earned revenue from operations of Rs. 75,78,866 as compared to Rs. 1,37,26,227during the previous year. The Profit before tax was Rs. 19,41,083 during the year as compared to Rs.50,18,560 in the previous year.Net profit after tax is Rs. 13,86,183 during the year as compared to Rs. 37,45,060 in the previous year.

At consolidated level, the Company earned revenue from operations of Rs. 7578866 as compared to Rs. 13726227 during the previous year. The Profit before tax was Rs. 1427772 during the year as compared to Rs. 4802861 in the previous year. Net profit after tax is Rs.1022872 during the year as compared to Rs.3229488 in the previous year.

DIVIDEND:

In view to conserve the resources for the future business requirements, your Directors do not recommend any payment of dividend for the year ended 31st March, 2019.

TRANSFERTO RESERVES:

During the year under review, your Company has not made any transfer to reserves.

SHARE CAPITAL of the COMPANY:

The paid up share capital of your Company as on 31st March, 2019 is Rs. 9,02,11,880/- (Rupees Nine CroresTwo Lakhs Eleven Thousand Eight Hundred Eighty only) divided into 85,21,188 Equity shares of Rs. 10/- (Rupees Ten) each and 50,000, 0% Redeemable Preference Shares of Rs.100/-(Rupees Hundred) each.

There was no change in the Share Capital of the Company during the Financial Year 2018-19.

CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business during the year under review.

PUBLIC DEPOSITS:

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

LISTING:

The Equity shares of the Company continue to be listed at the BSE Limited (BSE). The Company has paid the Annual listing fees to the said stock exchange for the financial year 2017-18.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as "Annexure I".

HOLDING, SUBSIDIARY, JOINTVENTURE AND ASSOCIATE COMPANIES:

As on 31st March, 2019, the Company has a wholly owned subsidiary Company named "KBS Capital Management (Singapore) Pte. Ltd.", Singapore which is engaged in the consultancy services. The Company neither has any Holding or Associate Companies nor any Joint Ventures during the financial year 2018-19.

In accordance with section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its subsidiary which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of wholly-owned subsidiary in Form AOC1 is appended to the Financial Statements provided in this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Standalone Financial Statements and the Audited Consolidated Financial statements and related information of the Company are available on our website i.e. www.kbs.co.in. These documents shall also be made available for inspection at the Registered Office of the Company during business hours on all working days upto the date of Annual General Meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Chandrakant Lodaya resigned to be the director of the company w.e.f. 30th May, 2019.

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Rules made thereunder and the Articles of Association of the Company, Mrs. Namita Shah (DIN: 02870178), Chairman and Managing Director of the Company, retires by rotation at this ensuing Annual General Meeting and being eligible, offers himself for reappointment. Accordingly, your Board recommends his re-appointment to the members.

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations) and Secretarial Standards on General Meeting (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting is annexed in Notice of 33rd Annual General Meeting of the Company.

The Board recommends the aforesaid appointments/re-appointments of the Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under both sub-section (6) of Section 149 of the Companies Act, 2013 and read with Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) (c) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have 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 at the end of the financial year and of the profit of the Company for that period;

c. the directors have 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;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

MEETINGS of the BOARD:

The Board meets at regular intervals to discuss and decide on Companys business policy and strategies apart from other Board business. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings are circulated atleast seven days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed atthe meeting to enable the Directors to take an informed decision.

During the financial year 2018-19, the Board of Directors met 6 (Six) times on 30th May, 2018, 14th August, 2018, 14th November, 2018, 13th February, 2019, 26th February, 2019 and 29th March, 2019. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard on Board Meetings (SS-1) issued by ICSI.

Name of the Directors Designation

No. of Meetings

Held Attended
Mr. Tushar Shah Chairman & Managing Director 6 6
Mr. Vinod Bapna Independent Director 6 6
Mrs. Sanjeevlata Samdani Independent Director 6 6
Mrs. Namita Shah Director 5 5
Mr. Chandtakant Lodaya (Appointed w.e.f. 1st December, 2017 and resigned w.e.f. 30th May, 2018) Designated Director 1 1

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 13th February, 2019 to review the performance of Non-independent Directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

ANNUAL PERFORMANCE EVALUATION BYTHE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the workings of its Audit, Stakeholders Relationship and Nomination and Remuneration Committees. The Board has evaluated the performance of each of Executive, Non-Executive and Independent Directors, considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of the meeting of the Board and Meetings of the Committees of the Board;

i. Quality of contribution to Board deliberations;

ii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

During the year under review, the Nomination and Remuneration Committee reviewed the performance of all the executive and non-executive directors.

COMMITTEES of the BOARD:

There are presently three Committees of the Board, which are as follows:-

1. Audit Committee;

2. Stakeholders Relationship Committee; and

3. Nomination and Remuneration Committee;

1. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013. During the financial year 2018-19, the Audit Committee met 6 (Six) times on 30" May, 2018, 14th August, 2018,

14th November, 2018, 13th February, 2019, 26th February, 2019 and 29th March, 2019. The composition of the Audit Committee and the number of meetings attended by each member during the year 2017-18 are as follows:

Name of the Directors Designation

No. of Meetings

Held Attended
Mrs. Sanjeevlata Samdani Chairperson 6 6
Mr. Tushar Shah Member 6 6
Mr. Vinod Bapna Member 6 6

The Compliance Officer acts as the Secretary to the Committee.

The broad terms of reference of Audit Committee are as follows:

a. Reviewing the performance of the Company as reflected in the financial statements, as also compliance with accounting policies and practices, regulatory requirements concerning the said financial statements;

b. Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

c. Recommending the appointment/re-appointment/removal of auditors, fixation of audit fees and also approval of payments for any other services;

d. Review with management the quarterly/half yearly and annual financial statements with the primary focus on accounting policies and practices, compliances with accounting standards and with the stock exchange and legal requirements concerning the financial statements;

e. Reviewing with management, Statutory and internal auditors adequacy of the internal control systems in the Company;

f. Discussing with internal and statutory auditors of any significant findings and follow-up thereon and reviewing the reports furnished by them;

g. Reviewing the Companys financial and risk management policies;

h. Approval of appointment of Chief Financial Officer after assessing the qualification, experience and background of the candidate.

In addition to the above, the Audit Committee also reviews the following:

• Matterto be included in the Directors Responsibility Statement.

• Changes, if any, in the accounting policies.

• Major accounti ng estimates and significant adjustments in financial statement.

• Disclosures in financial statement including related party transactions.

• Periodical review of Internal Audit Reports.

• Letters of Statutory Auditors to management on internal control weakness, if any.

• Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of statutory auditors considering their independence and effectiveness, and recommend the audit fees.

• Functioning of the Vigil Mechanism/Whistle Blower Policy.

• Management Discussions & Analysis of the Companys operations.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 ofthe Companies Act, 2013. During the financial year 2018-19, the Nomination and Remuneration Committee met 3th (three) times viz. 30th May,2018, 14th August, 2018 and 26 February, 2019.

The Board has re-constituted Nomination and Remuneration Committee on 30th May, 2018.

The composition of the Nomination and Remuneration Committee and the number of meetings attended by each member during the year 2018-19 are as follows:

Name of the Directors Designation

No. Of Meetings

Held Attended
Mrs. Sanjeevlata Samdani Chairperson 3 3
Mrs. Namita Tushar Shah (appointed w.e.f. 30th May, 2018 Member 2 2
Mr. Vinod Bapna Member 3 3
Mr. Chandrakand Lodaya (resigned w.e.f. 30th May, 2018) Member 1 1

The Compliance Officer acts as the Secretary to the Committee.

Terms of reference of the Nomination and Remuneration Committee:

The Committee is empowered to -

a. Determine/recommend the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

b. Formulate criteria for determining qualifications, positive attributes and independence of Directors and evaluating the performance of the Board of Directors;

c. Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnels;

d. Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees;

e. Extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Selection Criteria:

• Any person to be appointed as a Director on the Board of Directors of the Company or as KMP or Senior Management Personnel, including Independent Directors, shall possess appropriate skills, experience and knowledge in one or more fields of sciences, actuarial sciences, banking, finance, economics, law, management, sales, marketing, administration, research, corporate governance ortechnical operations.

• Any person to be appointed as a Director on the Board of the Company shall possess the relevant experience and shall be able to provide policy directions to the Company, including directions on good corporate governance.

• While appointing any person as Chief Executive Officer, Managing Director or a Whole-time director of the Company, his / her educational qualification, work experience, industry experience, etc.shall be considered.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration.

a. Remuneration of Managing Director:

i. At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the Managing Director within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

ii. The remuneration of the Managing Director is broadly divided into fixed and variable component.

iv. In determining the remuneration the Nomination & Remuneration Committee shall consider the following:

1. The relationship of remuneration and performance benchmarks is clear;

2. Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

3. Responsibility of the Managing Directors and the industry benchmarks and the current trends;

4. The Companys performance vis-a-vis the annual budget achievement and individual performance.

b. Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Independent Directors of the Company shall not be entitled to participate in Stock Option Scheme of the Company, if any, introduced by the Company.

c. Remuneration of Senior Management Employees:

In determining the remuneration of the Senior Management employees (i.e. KMPs and Executive Committee Members) the Nomination & Remuneration Committee shall consider the following:

1. The relationship of remuneration and performance benchmark is clear;

2. The fixed pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

3. The components of remuneration includes salaries, perquisites and retirement benefits;

4. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Companys performance vis-a-vis the annual budget achievement, industry benchmark and current compensation trends in the market.

The Managing Director will carry out the individual performance review based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned here in above, recommends the annual increment to the Nomination and Remuneration Committee for its review and approval.

3. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is duly constituted as perthe provisions of Section 178 of the Companies Act, 2013. During the financial year 2018-19, the Stakeholders Relationship Committee met 4 (four) times viz.

30th May, 2018, 14th August, 2018, 14th November, 2018, and 13th February, 2019.

The Board has re-constituted the Stakeholders Relationship Committee on 30th May, 2018.

The composition of the Stakeholders Relationship Committee and the number of meetings attended by each member during the year 2017-18 are as follows:

Name of the Directors Designation

No. of Meetings

Held Attended
Mr. Chandrakant Lodaya (ceased w.e.f. 30th May, 2018) Chairman 1 1
Mrs. Namita Shah (appointed w.e.f. 30th May, 2018) Chairman 3 3
Mr. Tushar Shah Member 4 4
Mr. Vinod Bapna Member 4 4

The Compliance Officer acts as the Secretary of the Committee.

Terms of reference of the Stakeholders Relationship Committee:

1. Toensure that the application for registration of transfer, transmission, transposition of Equity Shares lodged by the Shareholders/Investors are disposed of in the stipulated time.

2. To look into the redressing of Shareholders complaints regarding non-receipt of Annual Report or dividend declared, change of address, etc.

DIRECTOR FAMILIRISATION PROGRAMME:

The Company undertakes and makes necessary provision of an appropriate induction programme for new directors and ongoing training for existing Directors. The new Directors are introduced to the company culture, through appropriate training programme. Such kind of training programme helps develop relationship of the director with the Company and familairise them with Company processes. The management provide such information and training either at the meeting of Board of Directors or otherwise.

The induction process is designed to:

a) Build an understanding of the companys processes and

b) Fully equipped Director to perform their role on the Board effectively.

Upon appointment, Directors received a Letter of Appointment setting out in detail, the term of appointment, duties, responsibilities and expected time commitments. The details of Directors induction and familiarization programmes are available on the Companys website at www.kbs.co.in.

VIGIL MECHANISM POLICY/WHISTLE BLOWER MECHANISM:

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees /workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2018. We affirm that during the financial year 2018-19, no employee or director was denied access to the Audit Committee TheVigil mechanism/Whistle Blower Policy is available on the website of the Company www.kbs.co.in.

STATUTORY AUDITORS:

M/s. R.R. Shah & Co., Chartered Accountants, Mumbai (FRN: 109760W) were appointed as Statutory Auditors of the Company at the 30th Annual General Meeting held on 30th December, 2016 for a term of five consecutive years. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors of the Company and they satisfy the criteria as provided under section 139 of the Companies Act, 2013 and they also satisfy the criteria as provided underSection 141 of the Act.

Your Directors recommend the ratification for re-appointment of M/s. R.R. Shah & Co, Chartered Accountants, Mumbai (FRN: 109760W) as Statutory Auditors of the Company and to fix their remuneration for the remainder of their term.

Members are informed that the provision relating to ratification of appointment of the Auditors as per Companies (Amendment) Act, 2017 which was notified on 7th May, 2018 has been done away with. As such, no requirement of ratification/confirmation shall henceforth be necessary for the appointment of the Auditors for their remainder period of appointment.

During the year under review the Auditor had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

AUDITORS REPORT:

No adverse remarks/ comments/observations are made by the Statutory Auditors in their Standalone and Consolidated Audit report for the year ended 31 st March, 2019.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee, re-appointed M/s Ravi H Dasija & Company, Chartered Accountants, Mumbai as an Internal Auditor of the Company. The Internal Auditor submits his reports on quarterly basis to the Audit Committee and Board. Based on the internal audit report, the management undertakes corrective action in respective areas and thereby strengthens the controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. D N Vora & Associates, Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Audit Report received from M/s. D N Vora & Associates, Practising Company Secretaries, Mumbai is appended as "Annexure - II" and forms part ofthis Report.

The observations raised by the Secretarial Auditor in their report alongwith managements reply are as below:

Point (e)

The company has made payment of annual Listing Fee for the year 2018-19 after the due date;

Reply: The delay in payment was unintentional.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

INTERNAL FINANCIAL CONTROL:

The Board has adopted a formal Internal Financial Control Policy during the financial year under review for ensuring the orderly and efficient conduct of it business, including Adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, the accuracy and completeness of the accounting record, and timely preparation of reliable financial disclosures. The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC- 2 is not applicable. The policy on Related Party transaction is uploaded on the Companys website www.kbs.co.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2017-18 are given under Notes to Accounts of financial statements.

PARTICULARS OF REMUNERATION:

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended to this report as "Annexure III-Part A".

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, other information as required under the said provision as appended to this report as "Annexure III - Part B".

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a Steps taken or impact on conservation of energy-The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy-Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c The capital investment on energy conservation equipment- Nil

B. Technology Absorption

a The efforts made towards technology absorption -The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

c In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development-Not Applicable

C. Foreign Exchange Inflow/Outgo:

(AMOUNT IN )

Particulars 2018-19 2017-18
Foreign Exchange earned NIL 3981565
Foreign Exchange used NIL NIL

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Companys operations in future.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSILITY INITIATIVES:

The provisions relating to Corporate Social responsibility under Section 135 of the Companies, Act, 2013 and rules made there under are not applicable to the company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END of the FINANCIAL YEAR TOWHICH THIS FINANCIAL STATEMENT RELATES ANDTHE DATEOFTHE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the F.Y. 2018-19 to which this Financial Statements relate and the date of this Report.

REPORT ON CORPORATE GOVERNANCE:

As per the provision of Regulation 15(2) of the Listing Regulations, the provisions related to Corporate Governance as specified in Regulations 17,18,19, 20,21,22,23,24,25,26,27 and Clause (b)to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of the Schedule V shall not apply to a listed entity having paid up share capital not exceeding Rupees Ten crores and Networth not exceeding RupeesTwenty Five crores, as on the last day of the previous financial year.

As on the last day of previous financial year, the paid up Share Capital of and Networth of the Company was below the threshold limit as stated above, thereby presently, the Company is not required to comply with the above provisions of Corporate Governance.

Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual report.

Pursuant to the Regulation 34(2)(e) of Listing Regulations the Management Discussion and Analysis is a part of the Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received by committee on sexual harassment during the year under review.

COMPLIANCEWITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

ACKNOWLEDGEMENT:

Your Directors express their gratitude for assistance and co-operation from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, Employees and Members received during the year under review. Your Directors also wish to place on record theirdeep appreciation for the committed services of the employees of the Company.

For and on behalf of the Board of Director
KBS India Limited
TusharShah
Place: Mumbai Chairman & Managing Director
Date:07th September, 2019 DIN:01729641