Konndor Industries Ltd Directors Report

To, The Members,

KONNDOR INDUSTRIES LIMITED

AHMEDABAD

Your Directors take pleasure in presenting the 41^st Annual Report of your Company together with Audited Accounts for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

Your company’s performance for the financial year 2023-24 is summarized below:-

	2023-24	2022-23
	(Rs. in lacs)	(Rs. in lacs)
Total Revenue	1378.86	1152.72
Total Expenses	1297.03	1115.95
Profit (Loss)	81.83	36.77
Before Taxes
Net Tax Expense	17.53	10.17
Profit/ (Loss) for the period (After Tax)	64.30	26.60

2. OPERATIONS:

Your Company has earned total revenue of Rs. 1378.86 Lacs as compared to Rs. 1152.72 Lacs in the previous year. The total expenditure incurred during the year was Rs. 1297.03 Lacs as compared to Rs. 1115.95 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 64.30 Lacs as compared to previous year’s Profit of Rs. 26.60 Lacs.

3. DIVIDEND:

With a view to conserve the resources, your Directors do not recommend any dividend on the equity share capital of the Company for the year ended 31^st March, 2024.

4. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public during the year under review.

5. DIRECTORS:

Ms. Ananya Acharya, retires at the ensuing Annual General Meeting of the Company and being eligible for re-appointment, she offers himself for re-appointment.

Mr. Jignesh Shah has been appointed as Additional Director of the Company in the Board Meeting held on 13^th November, 2023. His appointment is placed for confirmation at item no. 4 for your approval.

During the year under review, term of appointment of Mr. Pawanjitsingh Negi was completed and he being not eligible for reappointment has resigned from the office of Independent Director w.e.f. 08^th May, 2023.

6. COMPOSITION AND NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company consists of well qualified and experinced persons having expertise in their respective areas. It has combination of 1 Executive

Director, 2 Independent Directors and 1 Non executive Director.

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. During the year under the review, the Board met 7 times on the following dates: 08^th May, 2023, 29^th May, 2023, 24^th July, 2023, 14^th August, 2023, 29^th August, 2023, 10^th November, 2023 and 12^th February, 2024

7. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) of the Companies Act, 2013, in relation to the financial statements for FY 2023-24 the Board of Directors state that

a) In 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 as on 31^st March, 2024 and of the profits for the year ended 31^st March, 2024;

c) The Directors have taken proper and sufficient care for 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; and

d) The financial statements have been prepared on a going concern basis.

e) 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.

f) 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

8. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The Nomination & Remuneration Committee considers the requirement of the skill on the Board, integrity of the persons having standing in their respective field/profession and who can effectively contribute to the Companys business and policy decisions, recommend the appointment to the Board for approval.

Any payment to non-executive directors of the Company is decided on the basis of the market rate of the same service and the after considering the professional knowledge and expertise of the Director in the same field.

The Committee has approved a policy with respect to the appointment and remuneration of the Directors and Senior Management personnel.

9. STATUTORY AUDITORS AND THEIR REPORT

M/s. Vijay Moondra & Co, Chartered Accountants, the Statutory Auditors of the Company has Conducted the audit for Financial Year 2023-24.

The Auditors’ Report does not contain any qualification, reservation or any adverse remark.

The board has decided to appoint them as Statutory auditors to conduct the Audit for the further Period at the ensusing Annual general Meeting.

10.CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance and Management Discussion & Analysis Report are not applicable to the Company, as the paid up equity share capital of the Company is less than Rs. 10 Crore and net worth of the Company is less than Rs. 25 Crores as on the last date of Financial year 2021-22.

11.INTERNAL AUDITORS

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014, your Company has appointed M/s RNCA & Associates., Chartered Accountants, as the Internal

Auditors of the Company for conducting internal audit for the financial year 2024-25.

12.SECRETARIAL AUDIT REPORT

Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013, the Board of Directors has appointed Ms. Viral Garachh, Company Secretary, Ahmedabad as Secretarial Auditor of the Company for FY 2023-24. The Secretarial Audit Report issued in Compliance with SEBI (LODR) by Ms. Viral Garachh Is annexed with the Board’s report as Annexure B.

13.SECRETARIAL AUDITORS’ REMARKS

Ms. Viral Garachh, Company Secretary who was appointed as Secretarial Auditor for the Company for conducting audit for the year 2023-24, has given following qualifications in her report

i. "Section 203 of the companies Act, 2013 has not been complied with having regards to appointment of Key Managerial Personnel" ii. During the year under audit, it is observed that the company obtained the Structural Digital Database Software on 29^th July, 2023 and therefore the company did not complied with the provisions of Regulation 3(5) and Regulation 3(6) of Security and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 during the 1^st quarter of the F.Y. 2023-24

14.MANAGEMENT’S VIEW ON REMARKS

With reference to the remarks provided in the Secretarial Audit Report, Board of Directors of the Company has considered the remarks.

i. With respects to non-appointment of Directors, your Directors were not able to find any suitable candidate for the post and thus the position remains vacant. Your

Directors will strive harder to find a suitable candidate and will comply with the law. With opening of the Independent Director’s Repository, your Directors are hopeful to appoint Directors to the Board. ii. With respects to Structured Digital Database, company was maintaining excel based entry system, and shifted its entire database on software w.e.f. 29^th July, 2023 and made good the non-compliance.

15.CODE OF CONDUCT

The Company has adopted a Code of Business Conduct based on the business principles of the Company. The Board has laid down the code of conduct for all Board members and Senior management of the Company. The code of conduct has been posted on the website of the company. All Board members and Senior management personnel affirms the compliance with the code on an annual basis in the prescribed format.

16.STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the applicable provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17.DEMATERIALIZATION

The Equity shares of the Company are in compulsory demat segment and are available for trading in the depository system of both National Securities Depository Ltd (NSDL) and the Central Depository Services (India) Ltd. (CDSL). 52,19,772 nos. of equity shares forming 94.59% of the equity share capital of the

27th Annual Report 2009-10

Company stands dematerialized on 31^st March, 2024.

18. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited, the nation-wide Stock Exchange.

19.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions were at arm’s length basis. They were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement.

All the related party transactions are put forth for the approval of appropriate bodies, as applicable, in compliance with the applicable provisions of the Act. A statement of all related party transactions is presented before the Audit and Risk Management Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transaction.

20.CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Corporate Social Responsibility (CSR) are currently not applicable to the Company.

21.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 are not applicable to the Company.

22.PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

23.THE EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as required under Section 134 (a) of the Companies Act, 2013, is attached as Annexure A to this Report.

24.APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for the continued support and confidence received from its Bankers and employees of the Company.

For and on behalf of the Board of Directors

Shashikant Thakar Chairman DIN: 02887471

Place : Ahmedabad

Date: 13/08/2024