KSS Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 25th Annual Report together with the Audited Financial Statements of KSS Limited for the year ended March 31st, 2020.

1. Summarized Financial Highlights

Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from operations & other operating income 38.33 188.17 4,767.63
Profit/ (Loss) Before taxation & Exceptional Items (204.68) (37.06) (163.30)
Add: Exceptional Items - (4,280.79) - (4,280.79)
Profit/ (Loss) before Tax (204.68) (4,317.86) (4,444.09)
Less: Tax expenses (4.96) (7.78) (4.96) 56.49
Profit/ (Loss) after Taxation (199.72) (4,310.08) (4500.58)
Other comprehensive Income - - - (10.31)
Total Comprehensive Income for the Period (199.72) (4,310.08) (199.72) (4490.27)
Balance brought forward from the previous year (16,737.45) (23,406.65)
Balance carried forward to next year (21,047.53) (27,896.92)

2. ABOUT COVID-19:

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all its our customers globally.

3. Highlights of the Performance of Company and its Subsidiaries:

On standalone basis total revenue of the Company stood at Rs. 38.33 Lacs during the period under review as compared to the total revenue of Rs. 188.17 Lacs in the previous financial year. The post tax profit / (loss) for the financial year 2019-20 and 2018-19 is Rs. (199.72) and Rs.(4310.08) Lacs respectively.

The Company has Six (6) Subsidiaries as on date, the financial highlights of the said subsidiaries are as follows:

a) K Sera Sera Digital Cinema Limited - The total revenue of the Company stood at Rs. 2,254.98 Lacs during the period under review as compared to the total revenue of Rs. 2,146.82 Lacs in the previous financial year. The post tax profit for the financial year 2019-20 and 2018-19is Rs. 126.49 Lacs and Rs. 130.08 Lacs respectively.

b) K Sera Sera Miniplex Limited- The total revenue of the Company stood at Rs. 1042.72Lacs during the period under review as compared to the total revenue of Rs. 714.80 Lacs in the previous financial year. The post tax profit / (loss) for the financial year 2019-20 and 2018-19 is Rs. 26.48 and Rs. 10.27Lacs respectively.

c) K Sera Sera Box Office Private Limited- The total revenue of the Company stood is Rs. 341.89Lacs during the period under review and Rs. 19.76 Lacs during the corresponding previous financial year. The post tax profit/ (loss) for the financial year 2019-20 and 2018-19 is Rs.23.54Lacsand Rs. (0.10) Lacs respectively.

d) Birla Jewels Limited - The total revenue of the Company stood at Rs. 501.21 Lacs during the period under review as compared to the total revenue of Rs. 918.12 Lacs in the previous financial year. The post tax profit for the financial year 2018-19 and 2017-18is Rs. (94.91)Lacs and Rs. (81.52) Lacs respectively

e) Birla Gold and Precious Metals Limited - The total revenue of the Company stood at Rs.337.66Lacs during the period under review as compared to the total revenue of Rs. 484.41 Lacs in the previous financial year. The post tax profit for the financial year 2019-20 and 201819 is Rs.(302.58)Lacs and Rs.(397.87) Lacs respectively

Considering the performance of the above mentioned subsidiaries during the financial year ended 31st March 2020, the total revenue on a consolidated basis was Rs. 4,767.63 Lacs as compared to the total revenue of Rs. 4,183.77 Lacs in the previous financial year. The Company has incurred post tax profit/(loss) of Rs. (4500.58) Lacs in the financial year 2019-20 as compared to the post tax profit/(loss) of Rs. (43,688.55) Lacs in the previous financial year.

3. Transfer to reserves;

No amount is being transferred to the reserves during the Financial Year 2019-20.

4. Dividend:

The Board of Directors do not recommend any dividend for the year ended March 31st, 2020

5. Management Discussion And Analysis Report:

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, is provided as a separate section forming part of the Annual Report.

6. Consolidated Financial Statements

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.

7. Subsidiaries:

The Company has following subsidiaries:

• K Sera Sera Digital Cinema Limited - India

• K Sera Sera Box Office Private Limited-India

• K Sera Sera Miniplex Limited- India

• K Sera Sera Productions FZE- UAE

• Birla Gold and Precious Metals Limited- India

• Birla Jewels Limited - India

The Company has following step-down subsidiaries:

• Cherish Gold Private Limited - India

• KSS Speed Technology Private Limited-India

• Chhotumaharaj Food & Hospitality Private Limited -India

• K Sera Sera Holdings Pvt Limited- Australia

The Companys Policy for determining material subsidiaries is available on the Companys website at www.kserasera.com under Investor Relations>Code of conduct> Policy on Determination of Material Subsidiary(ies).

The financial statements of all the subsidiary companies as on March 31st, 2020, forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in accordance with applicable accounting standards. The financial statements, both standalone and consolidated, are prepared in accordance with applicable accounting standards and as per Schedule III of the Companies Act, 2013 and applicable rules thereto.

A detailed statement containing the salient features of the financial statement of each of the subsidiary companies as on March 31st, 2020 is annexed herewith as Annexure -I (AOC 1) and forms part of this Report.

8. Directors Responsibility Statement :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a. in the preparation of the annual accounts for the year ended March 31st, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they 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 statement of profit and loss and cash flow of the Company for the same period;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e. they have laid down internal financial controls in the company that are adequate and were operating effectively.

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively

9. Corporate Social Responsibility

The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet.

10. Insurance:

The Companys property, equipments and stocks are adequately insured against major risks after taking into account all the relevant factors.

11. Internal Control Systems and their Adequacy

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors submits report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Directors and Key Managerial Personnel

1. Mr. Prasanna Prabhakar Jagtap cease as an Managing director due to sudden and sad demise with effect from May 11 2020.

2. Mrs Kunti Rattanshi resigned from the post of non executive non independent director with effect from December 16 ,2019

3. Mr Ashok Kacker resigned from the post of independent director with effect from August 28 ,2020

Ms. Poonam Maurya, Company Secretary & Compliance officer of the Company resigned from the Company with effect from 23.06.2020 and thereafter pursuant to the provisions of Section 203 of Companies Act, 2013 the Company appointed Ms. Sarita Khemwani holding the prescribed qualification under section 2(24) of the Companies Act, 2013 read with rule 2(1) of the Companies (Appointment and Qualification of Secretary) rules, 1988 as Company Secretary & Compliance officer of the Company with effect from 15.09.2020. Pursuant to the provisions of Section 203 of Companies Act, 2013 the Company appointed Mr Kartik Sharma holding the prescribed qualification under section 2(24) of the Companies Act, 2013 read with rule 2(1) of the Companies (Appointment and Qualification of Secretary) rules, 1988 as Company Secretary & Compliance officer with effect from 05.12.2020 Declaration by Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of the directors individually as well as the evaluation of the working of its Committees including the Chairman of the Board.

The Boards performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Boards functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

Familiarisation programme for Independent Directors

The Familiarisation Programme is formulated with the aim to make the Independent Directors of KSS Limited aware about their role, responsibilities and liabilities in the Company and to learn about the nature of the industry in which the company operates business model of the Company, etc. The policy on Companys familiarization programme for Independent Director has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct>Familiarization Programme for Independent Directors.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The summary of Remuneration Policy is stated in the Corporate Governance Report.

12. Auditors & Auditors Report Statutory Auditor

M/s. Pipara& Co. LLP, Chartered Accountants (Firm Registration No. 107929W), were appointed as the Statutory Auditor for the term of 5 years in 23rd AGM of the Company and are the Statutory Auditor during the year under review i.e. For the FY 19-20.

The Auditors Report on standalone and consolidated financial statements forms part of the Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks and it is not affecting Companys profit materially. Notes to the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

Internal Auditor:

During the year under review Mr. Brijesh Yadav (Membership No. 168315) Chartered Accountant is appointed as internal auditor of the company to conduct the internal audit of the company.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s BR Gupta & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2019-20. The Secretarial Audit Report is annexed herewith marked as Annexure II (Form MR-3) to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

13. Disclosures Audit Committee

The Audit Committee as on March 31st, 2020 comprises of the members namely, Mr. Rakesh Roopram Sharma (Chairman, Non-Executive Independent Director), Mrs. Kunti Rattanshi (Non Executive Non-Independent Director) and Mrs. Pratima Shailendra Singh (Non-Executive Independent Director). The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board.

Four (4) meetings of the Audit Committee were held during the year.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee as on March 31st, 2020 comprises of the members namely, Mrs. Kunti Rattanshi (Chairman, Non-Executive Non-Independent Director)Mr.

Rakesh Roopram Sharma (Non Executive Independent Director), and Mrs. Pratima Shailendra Singh (Non Executive Independent Director). With the compulsory dematerialization of the Companys shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized. At the year end, 97.35% of the total shares were dematerialized with no unresolved pending investor grievances and intimation for compulsory dematerialization of shares (as per SEBI Circular) is also given to the physical shareholders of the Company.

Two (2) meetings of the Stakeholders Relationship Committee were held during the year. Nomination & Remuneration Committee

The Nomination & Remuneration Committee as on March 31st, 2020 comprises of the members namely, Mr. Rakesh Roopram Sharma (Chairman, Non Executive Independent Director), Mrs. Kunti Rattanshi (Non-Executive Non-Independent Director) and Mrs. Pratima Shailendra Singh (Non Executive Independent Director). The purpose of the Nomination and Remuneration Committee is to recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees.

Three (3) meetings of the Nomination & Remuneration Committee were held during the year Vigil Mechanism / Whistle Blower Policy

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.kserasera. com under Investor Relations> Code of Conduct>Vigil Mechanism Policy

Meetings of Board

The Board of Directors duly met 6 times during the financial year from April 01st, 2019 to March 31st, 2020. The dates on which meetings were held are as follows:

(i) 19.05.2019 (ii) 05.06.2019 (iii) 13.09.2019 (iv) 14.11.2019 (v) 24.12.2019 (vi) 13.02.2020

Particulars of Loans, Investments, Guarantees by the Company

The detailed particulars of loans, guarantees and investments made/given by the Company in the year 2019 -2020 as per Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is stated in the Notes to Account which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure -III in Form AOC-2 and the same forms part of this report.

Public Deposits

During the period under review of our Company has not accepted any Public Deposits falling within the purview of section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding as on March 31st, 2020.

Policy on Related Party Transactions:

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.kserasera.com under Investor Relations> Code of Conduct>Policy on Related party Transaction.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

Your Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous effort of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment Company has Sexual Harassment Policy in place and available on Companys website. During the year under review, there were no complaints from any of the employee

15. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV.

16. Conservation of Energy, Technology Absorption, Foreign Exchange

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company has been continuously and extensively using technology in its operations.

There were no foreign exchange earnings and foreign exchange outgo during the year and in previous year.

17. Particulars of Employees and Directors

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any re- enactment/modification thereof) in respect of employees of the Company is as follows:

During the period under review the company had two Executive Director, one Non Executive Non Independent Director and Four Non Executive Independent Director and they were not paid any remuneration except executive directors etc. Further, no sitting fees has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a. Employed throughout the year - Nil

b. Employed for part of the year - Nil

The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the company.

The information required pursuant to section 197(12) read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to remuneration to the Whole time directors and Key managerial Personnel, is prepared separately forming part of this report.

Having regard to the first proviso of section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. However the said information is available for inspection at the Registered Office of the Company before 21 days of the ensuing Annual General Meeting during business hours on working days.

18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

The Company has received demand notice raised by SEBI in May, 2018 of Rs. 1,000,000/- under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 1992. Whereas the Company had filed appeal before the SAT and the matter is sub judice.

The company has received Order from Custom department for outstanding demand of Rs. 15,33,67,556 under section 142 of customs Act 1962 in the FY 2015-16.

19. Share Capital

The paid up Equity Share Capital as on March 31, 2020 is Rs. 2,135,875,070/-.The Company had allotted 56,48,873 equity shares (pursuant to subdivision 5,64,88,730 equity shares of Re.1/- each) of face value of Rs. 10/- each at the rate of Rs. 14.16/- per share on preferential basis pursuant to the conversion of Optionally Convertible Redeemable Bonds (OCRBs) as on November 14, 2014. However the listing permission from the NSE and BSE for the aforesaid issue of equity shares is awaited.

20. Unclaimed Shares

During the last financial year the Company had transferred 4,340 unclaimed equity shares of Re. 1/- each to the Demat Suspense Account belonging to 3 shareholders on November 07, 2015. The said amount is lying at the end of the year as none of the shareholders approached for transfer of shares from suspense account during the year. Company is holding these shares in a ‘Demat Suspense Account with DP- Nirmal Bang Sec. Private Limited on behalf of the allottees of these shares.

The voting rights in respect of these shares would remain frozen till the rightful owner claims it as per the procedure laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual report. Certificate from the Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.

22. Secretarial Standards:

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October, 2017. The Company is in compliance with the revised secretarial standards to the extent applicable.

23. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2020-21 to NSE and BSE where the Companys shares are listed.

24. Appreciation and Acknowledgements:

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Companys Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company at all levels.