KD Leisures Ltd Directors Report.

To,

The Members,

KD LEISURES LIMITED

Dear Members,

Your Directors have pleasure in presenting you the 38th annual report together with the audited statement of Accounts of the Company for the financial year ended 31st March, 2019.

1. FINANCIAL RESULTS:

PARTICULARS 2018-19 2017-18
AMOUNT(Rs.) AMOUNT(Rs.)
Sales and other income 16,736,152 14,056,353
Profit before tax 3,224,514 354,152
Less: Current tax (625,000) (105,000)
Less: Deferred Tax (Net) (281,837) (3,207)
Less: Income Tax for Earlier Year (55,934) --
Profit after tax 2,261,743 245,945

2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS:

The revenue from operations was increased during current financial year 2018-19. The revenue generated from operations amounted to Rs. 16,016,152 in F.Y. 2018-19 as compared to F.Y. 2017-18 in which revenue generated was amounted to Rs. 13,268,692/.

Net profit before taxation increased from Rs. 3,54,152/- in F.Y. 2017-18 to Rs. 32,24,514 in F.Y. 2018-19.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no Changes in the nature of business of the Company during the current financial year.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 35,000,000/- divided into 3,500,000 Equity Shares of Rs. 10/- each. During the year under review, there was no change in the Companys issued, subscribed and paid-up equity share capital. On March 31, 2019, the paid-up capital stood at Rs. 32,400,000/- divided into 3,240,000 Equity Shares of Rs. 10/- each.

5. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on March 31st, 2019.Since the Board has considered it financially prudent in the long-term interest of the company to re-invest the profits into the business of the company to build a strong reserve base and to grow the business of the company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. TRANSFER TO RESERVES:

During the current year, the company has not transferred any profit into the General Reserve of the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments during the current financial year, which materially affect the financial position of the Company till the date of this report.

9. DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y.2018-19.The Company has accepted deposits from (a) its Directors, which are exempt deposit under Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014 and (b) from Companies, which are exempt deposits under Rule 2(1)(c)(vi) of the Companies (Acceptance of Deposits) Rules, 2014.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITY:

The company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at Annexure I.

13. DIRECTORS:

At present Board of Directors of the Company is comprised of following directors:

Mrs. Smita Ajay Vora Non Executive Director
Mr. Ajay Kantilal Vora Executive Director
Mr. Rajni Jethalal Shah Independent Director
Mr. Satish Kumar Phoolchand Rajbhar Independent Director
Mr. Kalpak Ajay Vora Executive Director

Mr. Kalpak Ajay Vora, Executive director, who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER

DETAILS:

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies:

a.Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

b. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior

Management Other Employees of the Company. c. Evaluation of performance of the members of the Board, Key Managerial Personnel. The following directors are the members of the Nomination and Remuneration Committee:

Mrs. Rajni Jethalal Shah - Chairman
Mrs. Smita Ajay V ora - Member
Mr. Satishkumar phoolchand Rajbhar - Member

01 meetings of the Nomination and RemunerationCommittee were held during the year. The dates on which the said meetings were held: 01/10/2018. The attendance details of the Nomination and Remuneration Committee meetings are as follows:

NAMES OF DIRECTORS DESIGNATION NO. OF MEETINGS
ATTENDED
Mrs. Rajni Jethalal Shah Independent Director 1
[DIN No.07008158]
Mrs. Smita Ajay Vora Non Executive Director 1
[DIN No. 06864944]
Mr. Satishkumar Phoolchand Independent Director 1
Rajbhar [DIN No.06798717]

15. KEY MANAGERIAL PERSONNEL:

- Managing Director:

There is no change among Managing Director of the company respectively.

- Chief Financial Officer:

Shri Ajay Kantilal Vora is Chief Financial Officer of the company.

- Company Secretary :

Mrs. Hemlata Sharma, has resigned as Company Secretary of the company on 01/04/2018

Mrs. Meenu Sharma [PAN No. BWZPS7545C] has been appointed as Company Secretary of the company w.e.f. 01.10.2018.

16. INDEPENDENT DIRECTORS DECLARATION:

The Company is having following persons as Independent Directors of the Company u/s 149(6) of the Companies Act, 2013:

NAMES OF INDEPENDENT DIRECTORS DATE OF APPOINTMENT / RE-
APPOINTMENT
Mr. Satishkumar Phoolchand Rajbhar 14.05.2014
[DIN No. 06798717]
Mrs. Rajni Jethalal Shah 01.11.2014
[DIN No. 07008158]

The Company has received requisite declaration from above said Independent Directors confirming that they meet the criteria of independence as per Section 149 of the Companies Act, 2013.

17. REMUNERATION OF DIRECTORS:

The remuneration paid by the Company to its directors is in pursuant to applicable provisions of the Companies Act 2013 and Rules made thereunder.

18. BOARD EVALUATION:

As per provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness. In a separate meeting of Independent Directors held on 12/02/2019 performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

19. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board met 7 (Seven) times to deliberate on various matters on 25/05/2018, 10/07/2018, 14/08/2018, 25/08/2018, 01/10/2018, 14/11/2018 & 09/02/2019. The maximum interval between any two meetings did not exceed 120 days.

Sl. No Name of the Director No of board Meetings held during the year No. of Meetings attended during the year
1 Mrs. Smita Vora 7 7
2 Mr. Ajay kantilal Vora 7 7
3 Mr. Rajni Jethalal Shah 7 7
4 Mr. Satish Kumar Rajbhar 7 7
5. Mr. Kalpak Ajay Vora 7 7

20. AUDIT COMMITTEE:

The Board of Directors of the Company has constituted Audit Committee u/s 177 of the Companies Act, 2013 consisting of 3 members Mr. Satishkumar phoolchand Rajbhar (Independent Director), Mr. Rajni Shah (Independent Director), Mr. Ajay Kantilal Vora (Managing director). Mr. Satishkumar Phoolchand Rajbhar is the Chairman of the audit committee.

The Company Secretary acts as the Secretary to the Audit Committee. The primary objective of the Audit Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee overseas the work carried out in the financial reporting process by the management, the internal Auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. All possible measures must be taken by the Audit Committee to ensure the objectivity and independence of the independent auditors.

The Board has accepted all recommendations of Audit Committee.

21. AUDIT COMMITTEE ATTENDENCE:

The Audit Committee held 4 (Four) meetings during the year ended 31.03.2019. These were held on 25/05/2018, 14/08/2018, 14/11/2018 and 09/02/2019. The attendance details of the Audit Committee meetings are as follows:

NAMES OF DIRECTORS DESIGNATION POST HELD NO OF NO OF
MEETINGS MEETINGS
HELD ATTENDED
Mr. Satishkumar Phoolchand Rajbhar [DIN No. 06798717] Independent Director Chairman of Audit Committee 4 4
Mr. Rajni Jethalal Shah [DIN No. 07008158] Independent Director Member of Audit Committee 4 4
Mr. Ajay Kantilal Vora [DIN No. 06864850] Executive Director Member of Audit Committee 4 4

22. RISK MANAGEMENT POLICY:

The Company is taking every care for minimizing the risk involved in the manufacturing process of the unit. Responsible staff employed to take every care to minimize the risk factor in the factory. Our company does not have any separate Risk Management Policy as the unit run by it is small in size and the elements of risk threatening the companys existence is almost negligible.

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

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure II.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board.

26. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III.

27. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of section 134(5) of the Companies Act, 2013, your directors state that: -

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed; (b) the directors have selected such accounting policies and applied them consistently and madejudgments 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 and loss 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 the Companies Act, 2013 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 (f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. AUDITORS& AUDITORS REPORT:

Statutory Auditors

M/s TDK & CO., Chartered Accountants, 102, Lotus Heights, 15th Road, opp. Gandhi Maidan, Chember Mumbai Maharastra - 400071, subject to approval of shareholders of the Company was re- appointed as Statutory Auditors of the Company from the conclusion of 38th Annual General Meeting till the conclusion of the 43rd AGM of the company to be held in the year 2019.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, Siddhi Jain & Associates (Company Secretaries) having its Registered Office at C3/502, Hyde Park CHS, Sector-35G Khargahr, Navi Mumbai-41020, were appointed as Secretarial Auditors for the financial year 2018-19. The Secretarial Audits Report for the financial year ended on March 31, 2019 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any observation and remarks.

29. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control Systemwhich ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

30. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS:

There are no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status of your Company and its operation in future.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaint of sexual harassment is raised in the financial year 2018-19.

32. CODE OF CONDUCT:

Commitment to ethical professional conduct is amust for everyemployee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis forethical decision-making in conduct of professional work. TheCode of Conduct enjoins that each individual in the organizationmust know and respect existing laws, accept and provide appropriate professional views, and be upright in his conductand observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in theCompanies Act, 2013 also forms part of the Code of Conduct. All Board members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

33. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

As per SEBI Listing Regulations, Management Discussion and Analysis Report is annexed herewith at

Annexure No V.

34. EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92

As per the requirements of Section 92(3) of the Companies Act and Rules framed thereunder, the extract of the Annual Return is given in Annexure No.VI in the prescribed Form No. MGT 9, which is a part of this report. The same is available on website of the Company i.e. www.kdgroup.co.in.

35. APPRECIATION:

Your Directors would like to place on record their appreciation for the support received from the Shareholders, Central Government, Government of Maharashtra, and customers for their support and cooperation.

Date: 02.09.2019 For & on behalf of
Place: Mumbai KD LEISURES LIMITED
Sd/- Sd/-
KALPAK AJAY VORA AJAY KANTILAL VORA
Director Managing Director
[DIN: 01556520] [DIN: 06864950]
Address: 1004, Parvati Heritage Address: 1004, Parvati Heritage
Cama Lane, Ghatkopar West Cama Lane, Ghatkopar West,
Mumbai 400086 Maharashtra, India Mumbai 400086 Maharashtra, India.