Kiran Print Pack Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Boards Report shall be prepared based on the stand alone financial statements of the company. The Companys financial performance for the year under review along with previous years figures is given hereunder:

Amount in Rs.

Particulars 31st March 2019 31st March 2018
INCOME
Revenue from Operations 8,569,856 1,10,855
Other Income 4,566,235 44,37,996
Total Revenue 13,136,091 45,48,851
EXPENSES
Purchases of Stock-in-Trade 8,463,465 1,00,659
Changes in Inventories of Stock-in-Trade - -
Employee Benefit Expenses 1,213,200 12,00,000
Finance Cost 83,383 84,460
Depreciation 185,322 1,95,852
Other Expenses 2,511,134 13,62,809
Total Expenses 12,456,504 29,43,780
Profit / (Loss) before Exceptional Items and Tax 679,587 16,05,071
Exceptional Items - -
Profit / (Loss) before Tax 679,587 16,05,071
Less : Tax expense
- Current Tax 347,000 3,79,000
- Deferred Tax (376,175) 8,82,910
Profit / (Loss) for the year from Continuing Operations 708,762 3,43,161
Profit / (Loss) from Discontinued Operations after Tax - -
Profit for the Year 708,762 3,43,161
Earnings Per Share (Basic) 0.14 0.07
Earnings Per Share (Diluted) 0.14 0.07

2. Brief description of the Companys working during the year/State of Companys affair

Directors wish to present the details of Business operations done during the year under review: Production and Profitability Amount in Rs.

Particulars 31st March 2019 31st March 2018
Revenue from Operations 8,569,856 1,10,855
Profitability 708,762 3,43,161

a. Sales: Rs. 8569856/-

Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

No significant and material order passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future. The company is doing reasonable growth and development.

3. Dividend

Your Directors have not recommended any dividend for the financial year ended 31st March 2019.

4. Reserves

The company has not transferred any amount to reserves of the company

5. Share Capital

During the year under review, your Companys Authorized Share Capital has remain unchanged at Rs.6,00,00,000 (Rupees Six Core)comprising 60,00,000 Equity Shares of Rs.10/- each. During the year under review, your Companys Paid-up Equity Share Capital has also remained unchanged at Rs.5,00,29,000 (Rupees Five Crore Twenty Nine Thousand) comprising 50,02,900 Equity Shares of 10/- each.

A. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES

No Bonus Shares were issued during the year under review.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

6. Details of Subsidiary/Joint Ventures/Associate Companies The Company does not have any subsidiary as on 31st March, 2019.

7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

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

8. Change in the nature of business, if any

There was no change in the nature of business of the Company during the Financial Year ended 31st March, 2019.

9. Directors and Key Managerial Personnel

Mrs. Sudha Mohta, director of the company retires by rotation and being eligible offers herself for re-appointment and Ms. Palak Pandey was appointed as Company Secretary and there wear no resignation of any other Key Managerial Personnel during the financial year 2018-19. Mr. Karan Kamal Mohta (DIN : 02138590) as Managing Director for the period end on 13th August, 2019 and same was offers himself for re-appointment. subject to approval of shareholder in forthcoming Annual General Meeting .

10.Particulars of Employees

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure forming part of the Annual Report. However, having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee. The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: on Mr. Karan Kamal Mohta, Managing Director Rs.1,00,000/- per month.

Name of the Employee Mr. Karan

Designa tion Managi

Remuner ation p. m. (Rs. in Lakh)

Nature of the Employ ment

Qualificatio n Chartered

Expe rienc e

Date of Comm encem ent of employ ment

Age

Last employment held by the employee before joining the Company

Whether Relative of the Director, if Yes name of the director S/o of

Percentage of equity shares held by the employee in the Company#

1 Kamal Mohta ng Director 1Lakh On roll Financial Analyst 11 Years 14 Aug 2014 34 Director Mrs. Sudha Mohta (Director) Nil

11.Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year the Board of Directors of the Company met 5(Five) times on 28th May 2018, 13th August 2018, 14th November 2018, 12th February 2019 and 20th February 2019, the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 28th May, 2018, without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the company and also to assess the quality, quantity and timeliness of flow of information between the company management and the Board.

12.Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR) Regulation 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Share Transfer & Shareholders Grievances Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13.Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. 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 at the end of the financial year and of the profit and loss of the company for that period; c. 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; d. the directors had prepared the annual accounts on a going concern basis; e. 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; and f. 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.

14. Declaration by an Independent Director(s) and re- appointment/declaration by Directors:

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of meeting the criteria of independence provided under Section 149(6) of the Companies Act,2013 and clause (b) of sub-regulation (1) of the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. A declaration by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 during entire financial year. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

15.Remuneration Policy

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

16.Audit Committee

The Audit committee of the Company as on the date of this report is constituted of following Directors:

1. Mr. Dwarkadas Deokishan Bagri (Chairman of the Committee)

2. Mr. Sanjay Kumar Loiwal

3. Mrs. Sudha Mohta

17.Auditors:

The Auditors, MANOJ K. SHAH & Co. Mumbai, Chartered Accountants (Firm Registration Number: 126403W), Mumbai, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment for next AGM for a period of 2019-2020 from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM. The Audit Committee and the Board of Directors recommends the re-appointment of MANOJ K. SHAH & Co. Mumbai, Chartered Accountants (Firm Registration Number: 126403W)., Chartered Accountants as the Statutory Auditors of the Company in relation to the financial year 2018-19 till the conclusion of the next Annual General Meeting.

18.Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

19.Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

20.Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s Basant Kumar & Associate was appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2019.

21.Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE-I. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

22.Internal Audit & Controls

The Company has well established and comprehensive internal control procedures across all streams ensuring that transactions are authorized entered and reported correctly and business operations are effectively and efficiently carried. The company has adequate internal control system commensurate with its size and nature of its business. Management has the overall responsibility for companys internal control system to safeguard the assets and to ensure reliability of financial records. The company has detailed budgetary control system and the actual performance reviewed periodically and decision taken accordingly. The management is well connected with the effective control and MIS are regularly being exchanged. The Audit Committee of the Board in its meeting regularly reviews the Internal Audit Reports and adequacy of internal controls.

23.Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.kiranprintpack.wix.com/kiran

24.Familiarization Policy:

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The Policy is available on the website of the www.kiranprintpack.wix.com/kiran.

25.Risk management policy

In todays economic environment, Risk Management is very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company recognizes risk management as an integral component of good corporate governance. The Company has developed and adopted a Risk Management Policy. Risk as assessed encompasses, Operational Risk, Internal Control Risks, External Risks and Information Technology Risks etc.

26.Prevention of Insider Trading

The Company has formulated a policy for Prevention of Insider Trading with a view to regulate, monitor and report trading by its employees and other connected persons in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same has been posted on the website of the Company.

27.Orders passed by the regulators or courts or tribunals

During the Financial Year ended March 31, 2019, no regulator or court or tribunal has passed any significant and material order which is impacting the going concern status and companys operations in future.

28.Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2015, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE II . 29.Deposits The Company has neither accepted nor renewed any deposits during the year under review.

30.Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments, if any covered under section 186 of the Companies Act, 2013 and it have been disclosed in the financial statements.

31.Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in AOC-2 as part of annual report.

32.Corporate Governance Certificate

The Compliance certificate from the practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in SEBI (LODR) Regulation 2016 shall be annexed with the report.

33.Management Discussion and Analysis

In accordance with the SEBI (LODR) Regulation 2016, The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2019.

34.Obligation of company under the sexual harassment of women at workplace (prevention, prohibition and redressal) act,

2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

35.Conservation of energy, technology absorption and foreign exchange earnings and outgo

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

Foreign exchange earnings and Outgo

There was no foreign exchange inflow or Outflow during the year under review as per Annexure III 36.Corporate Social Responsibility (CSR)

Corporate Social Responsibility provisions not applicable to company.

37.Human Resources

Company treats its "human resources" as one of its most important assets.

Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Company thrust is on the promotion of talent internally through job rotation and job enlargement.

38.Transfer of Amounts to Investor Education and Protection Fund

Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39.Listing with stock exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-2020 to BSE and Ahmadabad Stock Exchange where the Companys Shares are listed.

40.Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of directors
Date: 29th May, 2019 Mr. Karan Kamal Mohta
Place: Navi Mumbai Chairman of the Meeting
(Managing Director)
(DIN: 02138590)