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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Kanchi Karpooram Ltd.

Mar 31, 2025

Your Directors are pleased to present the 32^nd (Thirty-Second) Annual Report on the business and operations of the
Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March,
2025.

1. FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31^st March, 2025 on a Standalone and
Consolidated basis, is summarized below:

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from operations	15,149.98	12,712.41	15,149.98	14,563.56
Other income	425.03	403.87	393.89	273.73
Total Income from operations	15,575.01	13,116.28	15,543.87	14,837.29
Cost of Material Consumed	11,593.40	8,697.91	11,593.40	9,705.67
Purchase of Stock-in-Trade	-	-	-	-
Depreciation and amortization expenses	354.60	280.30	354.60	280.30
Finance Cost	13.78	9.83	13.78	9.86
Other Expenses	1,887.28	1,631.63	1,959.47	1,646.89
Exceptional items	-	(64.56)	-	(64.56)
Profit / Loss Before tax	1,929.96	231.59	1,826.63	64.33
Tax Expense	504.84	86.55	504.84	86.55
Total Comprehensive Income, Net of Tax	1,433.28	128.95	1329.95	(38.31)
Earnings per share
Basic	32.81	3.34	31.59	1.38
Diluted	32.81	3.34	31.59	1.38

2. FINANCIAL PERFORMANCE

There was no change in the nature of business of the Company in the financial year 2024-25

The total Income from operations on standalone increased by 18.75%. from Rs. 13,116.28 Lakhs in previous year

2023- 24 to Rs. 15,575.01 Lakhs in 2024-25. Profit before tax (PBT) and after exceptional items from continuing
operations on a standalone basis increased by 551% from Rs. 296.15 Lakhs in 2023-24 to Rs. 1929.06 Lakhs
in 2024-25. After accounting for the provision for tax of Rs. 504.84 Lakhs, profit after tax (PAT) on continuing
operations on a standalone basis increased by 1011% from Rs.128.95 Lakhs in 2023-24 to Rs. 1433.27 Lakhs in

2024- 25.

The total income from operations on consolidated increased by 4.76%. from Rs. 14,837.29 Lakhs in previous year
2023-24 to Rs. 15,543.87 Lakhs in 2024-25. Profit before tax (PBT) and after exceptional items from continuing
operations on a consolidated basis increased by 2739% from Rs. 64.33 Lakhs in 2023-24 to Rs. 1826.63 Lakhs
in 2024-25. After accounting for the provision for tax of Rs. 504.84 Lakhs, profit after tax (PAT) on continuing
operations on a consolidated basis increased from loss of Rs. 38.31 Lakhs in 2023-24 to profit of Rs. 1329.95
Lakhs in 2024-25.

3. STATE OF THE COMPANY''S AFFAIRS

The Company is pleased to report a resilient and commendable performance for the financial year 2024-25.
Total revenue for the year stood at ^15,575.01 lakhs, reflecting the strength of the Company''s operations and
strategic focus.

This growth was primarily driven by robust demand from end-user markets, particularly in the camphor
segment. The sustained increase in consumption across key industries contributed significantly to both revenue
expansion and profitability.

The Company''s ability to adapt to market dynamics, maintain operational efficiency, and capitalize on emerging
opportunities has been instrumental in delivering consistent growth. This performance underscores the strength
of the Company''s business fundamentals and its ongoing commitment to value creation for all stakeholders.

4. EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) other provisions of the Companies Act, 2013 (''the Act'') the draft annual return
in the form of MGT-7 as on 31^st March 2025 is available on the website of your Company at web-link http://
kklgroup.in/inspection_doc.php

5. DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) & (k) OF THE COMPANIES ACT, 2013:

During the year under review, your Company declared a final dividend of Rs. 1.00 (10%) per fully paid-up equity
share of the face value of Rs. 10/- per share. Further your Directors recommend a final dividend of Rs. 1/- (10%)
per fully paid-up equity share of the face value of Rs. 10/- per share, for the approval of the shareholders. Your
Directors do not propose to transfer any amount to reserves for the financial year ended 31^st March, 2025.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability confirm
that:

i. In the preparation of the annual accounts for financial year 31^st March, 2025, the applicable accounting
standards have been followed and there are no material departures;

ii. 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 at 31^st March 2025 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively;

vi. 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.

7. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 7,00,00,000/-(Rupees Seven Crores only) divided into
70,00,000 (Seventy Lakhs) equity shares of Rs. 10/- each.

The Issued, Subscribed and paid-Up Capital of the Company as on 31^st March 2025 was Rs. 4,34,38,910/- (Rupees
Four Crores Thirty-Four Lakhs Thirty-Eight Thousand Nine Hundred and Ten Only) divided into 43,43,891 (Forty-
Three Lakhs Forty-Three Thousand Eight Hundred and Ninety-One) equity shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor has granted
any stock options or sweat equity.

8. INFORMATION ABOUT SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company has one subsidiary Company - Kanchi Agro Product Private Limited.

The Subsidiary Company''s main business is trading in Raw Cashew nuts and other Agro products. During the
financial year, it recorded a loss of Rs.103.33 Lakhs.

Your Company has no associate or holding Company.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial
statements of the Company''s subsidiaries in Form AOC-1 is attached as "Annexure-1" to the Board''s Report.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on 31^st March 2025, the Board of Directors of the Company comprised of Two Managing Directors, One
Whole-time Director, and One Non-Executive & Non-Independent Director who are the Promoters of the
Company and three Non-Executive Independent director including one Woman Independent Director. The
composition of the Board of Directors is in compliance with Section 149 of the Act.

During the year under review, the composition of Board of Directors changed as follows:

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at its
meeting held on 29^th May 2024 appointed Mr. Karaikudi Chandrasekaran Radhakrishnan (DIN: 10640673) as an
Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 29^thMay 2024. His appointment for a term of five consecutive years in the capacity of Non-executive Independent
Director was approved by the shareholders during the Extra-ordinary general meeting held on 28^th August,
2024.

Further, the Board of Directors had, on the recommendation of the Nomination and Remuneration Committee,
at its meeting held on 13^th August 2024 appointed Mrs. Ranjani Vydeeswaran (DIN: 10738461) as an Additional
Director in the capacity of Non-Executive Independent Woman Director of your Company. Her appointment for
a term of five consecutive years in the capacity of Non-executive Independent Director was approved by the
shareholders during the Annual General meeting held on 27^th September 2024.

The Company had received necessary declarations from the Independent Directors under section 149(7) of
the Act stating that they meet the criteria of Independence as specified in Section 149(6) of the Companies Act,
2013 and as per Regulation 16(1)(b) of the SEBI Listing Regulations.

The Independent Directors, Mr. S. Srinivasan (DIN: 05185901) and Mr. K. Venkateswaran (DIN: 00001899),
ceased to hold office upon the completion of their second five-year tenure on 31^st August 2024.

The Company has set Familiarization programmes for Independent Directors with regard to their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, the business model of
the Company etc. The details of which are available on the website of the Company at www.kklgroup.in.

In accordance with Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and on the recommendation of the Nomination and Remuneration
Committee, the Board appointed Ms. K. Abirami (M. No: A73658) as the Whole -time Company Secretary of the
Company with effect from 10^th May, 2024.

Re-appointment of Directors

Pursuant to section 149 (10) and subject to the approval of members through special resolution, Board re-appoints
Mr. Rajagopalan Kannan (DIN: 08837382) for term 5 years with effect from 24^th August 2025 to 23^rd August 2030 and
Notice convening the 32^nd Annual General Meeting includes the above-mentioned proposal for his reappointment
and the requisite disclosures are made pursuant to the Act, SEBI Listing Regulations and Secretarial Standard-2 on
General Meetings issued by the Institute of Company Secretaries of India ("ICSI").

Mr. Dipesh Suresh Jain (DIN: 01659930) is liable to retire by rotation at the forthcoming 32^nd Annual General Meeting
and, being eligible, offers himself for re-appointment as Director. The Board recommends his reappointment for the
consideration of the Members of the Company at the ensuing Annual General Meeting as an ordinary resolution.
Further, pursuant to Section 196,197 and 203 of the Companies Act and SEBI Listing Regulations, the Board on
the recommendation of NRC and Audit Committee recommends the reappointment of Mr. Dipesh Suresh Jain as
Managing Director to be designated as Joint Managing Director and Mr. Arun Shah Veerchand as Whole-time Director
for an additional term of 5 years with effect from 25^th September 2025 to 24^th September 2030 as a special resolution.
Notice convening the 32^nd Annual General Meeting includes the above-mentioned proposal for their re-appointments
and the requisite disclosures are made pursuant to the Act, SEBI Listing Regulations and Secretarial Standard-2 on
General Meetings issued by ICSI.

NUMBER OF MEETINGS OF THE BOARD:

During the year 2024-25, Seven (07) Board Meetings were held, the details of which are given in the Corporate
Governance Report that is annexed herewith as ''Annexure-7''

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company as of 31^st March 2025.

1. Mr. Suresh Veerchandji Shah - Managing Director (DIN - 01659809)

2. Mr. Dipesh Suresh Jain - Joint Managing Director (DIN - 01659930)

3. Mr. Arun Shah Veerchand - Whole Time Director (DIN - 01744884)

4. Ms. Kasi Viswanath Abirami - Company Secretary

5. Mr. Surendra Kumar Shah - Chief Financial Officer
COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings, objectives and attendance
at the meetings are provided in the Corporate Governance Report.

10. AUDITORS

a) STATUTORY AUDITOR

As per the provisions of Sections 139, 142 and other applicable provisions of the Act if any, read with the
Companies (Audit and Auditors) Rules, 2014, the Auditors, M/s. P. Chandrasekar, LLP, Chartered Accountants
(Firm Registration Number: 000580S/S200066) were appointed as Statutory Auditors of the Company at the
29^th Annual General Meeting held on 9^th September 2022 for a period of Five (5) consecutive Financial Years
till the conclusion of Thirty Fourth Annual General Meeting. There are no qualifications or adverse remarks
in the Statutory Audit Report which require any explanation from the Board of Directors.

b) COST RECORDS AND AUDITORS

Pursuant to the provisions of Section 148(2) of the Act read with the Companies (Cost Records and Audit),
Amendment Rules 2014, Board had appointed M/s. N. Sivashankaran & Co., Cost Accountants as Cost
Auditors to conduct the audit of Cost accounting records for the financial year 2024-25. The Board has
re-appointed M/s. N. Sivashankaran & Co., Cost Accountants to conduct the audit of the cost accounting
records of the Company for the financial year 2025-26 at a remuneration of Rs. 60,000/- plus out of pocket
expenses and applicable taxes. The remuneration is subject to the ratification of the Members in terms of
Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed
for your ratification.

c) SECRETARIAL AUDIT

The Secretarial Audit for the Company was carried out by Mr. N Lovelish Lodha, Practicing Company Secretary
(Membership No. 35677) for the financial year ended 31^st March 2025. The Report given by the Secretarial
Auditors is annexed as ''Annexure-8'' and forms an integral part of this Report.

Further, the Secretarial Audit of the subsidiary, having been the material subsidiary for the financial year
2024-25 was carried out by Mr. N Lovelish Lodha, Practicing Company Secretary for the financial year ended
31^st March 2025. The report given by the Secretarial Auditor is annexed as Annexure -9 and forms integral
part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company
is in compliance with the Secretarial Standards, specified by ICSI.

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations on the recommendation of the
Audit Committee, the Board of Directors appointed Mr. N Lovelish Lodha, Practicing Company Secretary
(Membership No. 35677) as the Secretarial Auditors of the Company for a term of 5 years commencing from
the financial year 2025-26 up to 2029-30 subject to the approval of the shareholders at the ensuing Annual
General meeting.

The Company has received his written consent that his appointment is in accordance with the applicable
provisions of the Act and rules framed thereunder. The Secretarial Auditor has confirmed that he is not
disqualified to be appointed as the Secretarial Auditor of the Company.

Notice convening the 32^nd Annual General Meeting includes the above-mentioned proposal for his
appointment along with the requisite disclosures pursuant to SEBI Listing Regulations.

d) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and rules made there under, the Company has appointed
M/s R. Subramanian & Co LLP Chartered Accountants, to undertake the Internal Audit of the Company.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been
disclosed in the financial statements.

12. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm''s length basis.

All related party transactions are placed before the Audit Committee for approval. Details of the transactions
are provided in form AOC-2 in terms of Section 134 of the Act is appended as ''Annexure-2 to this Report.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated a policy on
dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by
the Board is uploaded on the Company''s website www.kklgroup.in and the weblink thereto is: http://kklgroup.
in/admin/upload/corporate_governance/9/60463.pdf

13. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has a policy viz., "Code of Conduct for prevention of Insider Trading" and the same has been
posted on its website:

http://kklgroup.in/admin/upload/corporate_governance/1/93856.pdf

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the
end of the financial year 31^st March 2025 and the date of the report.

However, your Board has approved to invest an amount not exceeding Rs. 4,90,000/- (Rupees Four Lakhs
Ninety Thousand only) in Kanchi Agro Product Private Limited to acquire the remaining 49% of equity shares
to convert it into a wholly owned subsidiary and the disclosure under Regulation 30 of SEBI Listing Regulations,
was provided to the stock exchange on 27^th May, 2025.

15. SECRETARIAL STANDARDS

During the period under review, your Company has complied with applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

16. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee to meet the provisions laid down in
Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Report
for the Financial Year 2024-25 is annexed to this report as ''Annexure-3''. The composition of CSR Committee
and the details of the ongoing CSR projects/ programs/activities are included in the CSR report/section. The
CSR policy is uploaded on the Company''s website at the web link: http://kklgroup.in/admin/upload/corporate_
governance/7/71738.pdf.

17. DEPOSITS FROM PUBLIC AND THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS OF CHAPTER V OF THE ACT

During the year under review, the Company did not accept any deposits within the meaning of provisions of
Chapter V of Acceptance of Deposits by the Act read with the Companies (Acceptance of Deposits) Rules, 2014
and hence disclosure of the details under this head does not arise.

18. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate
with the size, scale and complexity of its operations and also ensures that the Company''s assets are well
protected. The Audit Committee comprising of qualified Directors, interacts with the auditor, internal auditors
and the management in dealing with matters within its terms of reference.

These controls ensure that the transactions are authorized, recorded and reported correctly and assets are
safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational
controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning
of the Act. The internal audit evaluates the efficacy and adequacy of internal control system in the Company,
its compliance with accounting procedures and policies of the Company. The Audit Committee of the Board
of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen the same.

19. CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate
governance practices followed by the Company, together with a certificate from the Company''s Secretarial
Auditors confirming compliance forms an integral part of this Report and is annexed as Annexure - 10. All Board
members have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A
declaration to this effect duly signed by the Managing Director is enclosed as Annexure- 12.

20. COST RECORDS

Your Company is maintaining cost records and reports in pursuant to the Companies (Cost Records and Audit)
Rules, 2014, as amended, prescribed by the Central Government under sub - section (1) of Section 148 of the
Act.

21. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations a structured questionnaire was prepared
after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, obligations and governance. The evaluation
also covered specific criteria and the grounds on which all Directors in their individual capacity were evaluated
including fulfilment of the independence criteria for Independent Directors as laid in the Act and the SEBI Listing
Regulations.

The performance evaluation of the Managing Director and the Non-Independent Directors was carried out by
the Independent Directors. The performance evaluation of the Independent Directors was held by the Board of
Directors on 7^th May, 2025. The Board of Directors expressed their satisfaction with the evaluation process.

The criteria for performance evaluation have been detailed in the Corporate Governance Report.

22. REMUNERATION AND NOMINATION POLICY

This policy also lays down criteria for selection and appointment of Board Members. The details of this policy
are explained in the Corporate Governance Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under
Regulation 34(2) of SEBI Listing Regulations Regulations, 2015 is provided in a separate section and forms a part
of this Report as ''Annexure-4''.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts that would impact the going
concern status of the Company and its future operations during the year under review.

25. CRYPTO CURRENCY AND VIRTUAL CURRENCY

During the year under review the Company has not traded or invested in Crypto or Virtual Currency.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
pursuant to Section 134(3) (m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed as ''Annexure-5'' and forms a part of this report.

27. RISK MANAGEMENT

As part of its Standard Operating Systems and Procedures, the Company has institutionalized a comprehensive
Risk Management framework encompassing risk identification, mitigation, and management strategies. This
Risk framework has been effectively integrated into the Company''s internal control systems and operational
procedures.

The management actively embeds risk management into day-to-day decision-making across all functions,
fostering a culture that is both risk-aware and opportunity-responsive. The Company conducts continuous
assessments of internal and external risks and opportunities to ensure that its business strategy remains aligned
with the evolving environment and long-term objectives.

28. DETAILS IN RESPECT OF FRAUDS

The Company''s Auditor''s report does not have any statement on suspected fraud in the Company''s operations
to explain as per Sec. 134(3) (ca) of the Act.

29. VIGIL MECHANISM POLICY

The Company has established whistle blower policy/Vigil Mechanism Policy as per Section 177(9) and (10) of the
Act, and Regulation 22 of the SEBI Listing Regulations. The Board of Directors of the Company have formulated
and adopted Whistle Blower Policy which aims to provide a channel to the Stakeholders (Including directors
and employees) to report unethical behaviour, actual or suspected fraud or violation of the Company''s code
of conduct. The mechanism provides adequate safeguards against victimization of Directors and employees to
avail the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

30. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company is committed to creating a safe and healthy work environment, where every employee is treated
with respect and can work without fear of discrimination, prejudice, gender bias or any form of harassment at
the workplace. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressed) Act 2013. The essence of
the policy is communicated to all employees at regular intervals through assimilation and awareness programs.

The annual summary is as under:

a. number of complaints filed during the financial year - Nil

b. number of complaints disposed of during the financial year - Nil

c. number of complaints pending as on end of the financial year - Nil

31. PARTICULARS OF EMPLOYEES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, relating to the ratio of remuneration of each director
to the median employee''s remuneration is annexed as ''Annexure-6'' to this Report.

32. COMPLIANCE STATEMENT ON MATERNITY BENEFIT ACT, 1961

Your Company follows the provisions of the Maternity Benefit Act, 1961 and maintains all necessary records in
compliance with the said Act. The Company ensures that all eligible women employees are granted maternity
benefits, leave entitlements, and other protections as prescribed under the Act.

33. CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has Code of Conduct for the Board of Directors and Senior Management Personnel.

The Code is designed to ensure the highest standards of Corporate Governance in line with the provisions of
applicable laws. A copy of the said code of conduct is available on the website www.kklgroup.in

In accordance with Regulation 26 (3) of SEBI Listing Regulations, the Board members and senior management
personnel have affirmed compliance with the code of conduct for the financial year 2024 - 2025.

34. INSURANCE

The Company''s buildings, plant & machinery and inventories are adequately insured.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

There was no pending application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

There was no requirement for valuation during the financial year under review.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

Your directors place on record their appreciation to employees at all levels for their dedication and commitment.
Your directors would also like to express their sincere appreciation for the assistance and co-operation received
from the banks, financial institutions, Government Authorities, customers, vendors and Members during the
year under review.

For and on behalf of the Board of Directors

KANCHI KARPOORAM LIMITED

Dipesh Suresh Jain Suresh Veerchandji Shah

Place: Chennai Managing Director Managing Director

Date: 13^th August 2025 DIN: 01659930 DIN: 01659809

Mar 31, 2024

Your Directors are pleased to present the 31^st (Thirty First) Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31^st March, 2024 on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone		Consolidated
Particulars	Year ended 31.03.2024 (Rs. in Lakh)	Year ended 31.03.2023 (Rs. in Lakh)	Year ended 31.03.2024 (Rs. in Lakh)	Year ended 31.03.2023 (Rs. in Lakh)
Revenue from operations	12,712.41	20,535.15	14,563.56	21,985.86
Other income	403.87	321.74	273.73	145.14
Total Income from operations	13,116.28	20,856.89	14,837.29	22,131.00
Cost of Material Consumed	8,697.91	16,973.49	9,705.67	16,973.49
Purchase of Stock-in-Trade	-	-	-	-
Depreciation and amortization expenses	280.30	289.09	280.30	289.09
Finance Cost	9.83	14.24	9.86	18.51
Other Expenses	1,631.63	1763.52	1,646.89	1,797.81
Profit / Loss Before tax	231.59	1,908.17	64.33	1,782.35
Tax Expense	86.55	501.52	86.55	501.52
Total Comprehensive Income, Net of Tax	128.95	1,414.65	(38.31)	1,288.82
Earnings per share
Basic	3.34	32.38	1.38	30.91
Diluted	3.34	32.38	1.38	30.91

FINANCIAL PERFORMANCE

There was no change in the nature of business of the Company in the financial year 2023-24.

a. Standalone Performance

The Gross Revenue from operations for FY 2023-24 was at Rs. 13,116.28 Lakhs (Previous Year Rs. 20,856.89 Lakhs), showing a decrease of 37.11%.

The Company earned a Profit after tax of Rs. 128.95 Lakhs as against Rs. 1,414.65 Lakhs for the previous year, thereby registering a decline of 90.88%.

Due to decrease in the profit, the Earning per share (EPS) decreased from Rs. 32.38 in the previous year to Rs. 3.34 in the year under review.

The net worth of your Company increased to Rs. 19,891.74 Lakhs at the end of the FY 2023-24 from Rs. 19806.23 Lakhs at the end of FY 2022-23, thereby registering a growth of 0.43%

b. Consolidated Performance.

The Consolidated total sales of your Company for the FY 2023-24 was at Rs. 14,837.29 Lakhs (Previous Year Rs. 22,131 Lakhs), showing a decrease of 32.96%.

The Company earned a Consolidated Profit / (Loss) after tax of Rs. (22.22) Lakhs as against Rs. 1,288.82 Lakhs for the previous year, thereby registering a decline of (101.73)%

Due to decrease in the profit, the Earning per share (EPS) decreased from Rs. 30.91 in the previous year to Rs. 1.38 in the year under review.

The Consolidated net worth of your Company increased to Rs. 19,647.66 Lakhs at the end of the FY 2023-2024 from Rs. 19,704.90 lakhs at the end of FY 2022-2023, thereby registering a growth of 0.29%.

STATE OF THE COMPANY''S AFFAIRS

On the performance highlights specifically, despite the uncertainties, your Company is pleased to report a resilient performance for the financial year 2023-24, registering a total revenue of Rs. 13,116.28 Lakhs. Overall, demand from the end user market of Camphor, albeit a bit slower than it is expected, however, was stable.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) read with Section 13(3) and other provisions of the act the draft annual return in the form of MGT-7 as on 31^st March 2024 is available on the website of your Company at web-link http://kklgroup.in/inspection_doc.php

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) & (k) OF THE COMPANIES ACT, 2013:

Your Directors recommend a final dividend of Rs. 1.00 (10%) per fully paid up equity share of the face value of Rs. 10 per share. Payment of Dividend is subject to the approval of Shareholders at the ensuing Annual General Meeting. Your Directors do not propose to transfer any amount to reserves for the financial year ended 31^st March, 2024.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts for financial year 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures;

ii. 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 at 31^st March 2024 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. 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.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 7,00,00,000/-(Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakhs) equity shares of Rs. 10 each.

The Issued, Subscribed and paid-Up Capital of the Company as on 31^st March 2024 was Rs. 4,34,38,910/- (Rupees Four Crores Thirty-Four Lakhs Thirty-Eight Thousand Nine Hundred and Ten Only) divided into 43,43,891 (Forty-Three Lakhs Forty-Three Thousand Eight Hundred and Ninety One) equity shares of Rs. 10 each.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

INFORMATION ABOUT SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review your Company has one subsidiary Company - Kanchi Agro Product Private Limited. The Subsidiary Company''s main business is trading in Raw Cashew nuts and other Agro products. During the financial year, it recorded a loss of Rs.167.25 Lakhs. Your Company has no associate or holding Company.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached as "Annexure-1" to the Board''s Report.

DIRECTORS

During the year under review, the Board of Directors of the company comprises of Two Managing Directors, One Whole-time Director, one Non-executive Woman Director who are the Promoters of the company and four NonExecutive Directors which includes Three Independent Directors and one Woman Director. The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.

During the financial year ended at 31^st March 2024, there is no change in the composition of Board of Directors.

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on 29th May 2024 appointed Mr. Karaikudi Chandrasekaran Radhakrishnan (DIN: 10640673) as an Additional Director in the capacity of Non-Executive Independent Director of your Company with effect from 29^th May 2024 for a term of five consecutive years whose appointment was approved by the shareholders during the Extra-ordinary general meeting held on 28^th August, 2024 through OAVM

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on 13th August 2024 appointed Mrs. Ranjani Vydeeswaran (DIN: 10738461) as an Additional Director in the capacity of Non-Executive Independent Director of your Company with effect from 13^th August 2024 for a term of five consecutive years whose appointment is subject to approval of the Members at the ensuing Annual General meeting to be held on 27^th September 2024 and is accordingly placed for your approval.

The Company has received necessary declarations from the Independent Directors under section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013 and as per Regulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Company has set Familiarization programs for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company www.kklgroup.in

In accordance with the provisions of Section 152 (6) and other applicable provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Arun Veerchand Shah, Whole time director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD:

During the year 2023-24, Seven (07) Board Meetings were held, the details of which are given in the Corporate Governance Report that is annexed herewith as ''Annexure-7''

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company:

Mr. Suresh Veerchandji Shah - Managing Director (DIN - 01659809)

Mr. Dipesh Suresh Jain - Joint Managing Director (DIN - 01659930)

Mr. Arun Veerchand Shah - Whole Time Director (DIN - 01744884)

Mr. Surendra Kumar Shah - Chief Financial Officer

Mr. J. R. Vishnu Varthan, Company Secretary *

Ms. Kasi Viswanath Abirami - Company Secretary **

* Mr. J. R. Vishnu Varthan, Company Secretary resigned on 30^th November 2023.

** Ms. Kasi Viswanath Abirami has been appointed as Company Secretary of the Company with effect from 10^th May 2024

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings, objectives and attendance at the meetings are provided in the Corporate Governance Report.

AUDITORS

a) STATUTORY AUDITOR:

As per the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit and Auditors) Rules, 2014, the Auditors, M/s. P. Chandrasekar, LLP, Chartered Accountants (Firm Registration Number: 000580S/S200066) were appointed as Statutory Auditors of the Company at the 29^th Annual General Meeting held on 9th September 2022 for a period of Five (5) consecutive Financial Years till the conclusion of Thirty Fourth Annual General Meeting. There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

b) COST RECORDS AND AUDITORS :

Pursuant to the provisions of Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, Board had appointed M/s. N. Sivashankaran & Co., Cost Accountants as cost auditors to conduct the audit of Cost accounting records for the financial year 2023-24.

The Board has re-appointed M/s. N. Sivashankaran & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for the financial year 2024-25 at a remuneration of Rs. 60,000/- plus out of pocket expenses and applicable taxes. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

c) SECRETARIAL AUDIT:

The Secretarial Audit was carried out by Mr. N Lovelish Lodha, Practicing Company Secretary (Membership No. 35677) for the financial year ended 31^st March 2024. The Report given by the Secretarial Auditors is annexed as ''Annexure-8'' and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India (''ICSI'').

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors appointed Mr. N Lovelish Lodha, Practicing Company Secretary (Membership No. 35677) as the Secretarial Auditors of the Company for the financial year ending 31^st March 2025.

The Company has received his written consent that his appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditor has confirmed that they are not disqualified to be appointed as the Secretarial Auditor of the Company for the financial year ending 31^st March 2025.

d) INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s R. Subramanian & Co LLP Chartered Accountants, to undertake the Internal Audit of the Company for the financial year 2024-25.

e) COMMENTS ON AUDITORS'' REPORT

There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor and Secretarial Auditor in their reports, respectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 by the Company, have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arm''s length basis.

All related party transactions are placed before the Audit Committee for approval. Details of the transactions are provided in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is appended as ''Annexure-2'' to this Report.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website www.kklgroup.in and the weblink thereto is: http://kklgroup.in/admin/upload/ corporate_governance/9/60463.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has a policy viz., "Code of Conduct for prevention of Insider Trading" and the same has been posted on its website: http://kklgroup.in/admin/upload/corporate_governance/1/93856.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31^st March 2024) and the date of the report.

SECRETARIAL STANDARDS:

During the period under review, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

CORPORATE SOCIAL RESPONSIBILITY

the Company has constituted a Corporate Social Responsibility Committee to meet the provisions laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Report for the Financial Year 2023-24 is annexed to this report as ''Annexure-3''. The composition of CSR Committee and the details of the ongoing CSR projects/ programs/activities are included in the CSR report/section. The CSR policy is uploaded on the Company''s website at the web link: http://kklgroup.in/admin/upload/corporate_ governance/7/71738.pdf

DEPOSITS FROM PUBLIC AND THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT;

During the year under review, the Company did not accept any deposits within the meaning of provisions of Chapter V of Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and hence disclosure of the details under this head does not arise.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The Audit Committee comprising of qualified Directors, interacts with the auditor, internal auditors and the management in dealing with matters within its terms of reference.

Your Company has adequate internal control system which includes financial control commensurate with the size, scale and complexity of Company''s business and operations and also ensures that the Company''s assets are well protected. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls within the meaning of the Act. The internal audit evaluates the efficacy and adequacy of internal control system in the Company, its compliance with accounting procedures and policies of the Company. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

CORPORATE GOVERNANCE

The Company is not only committed to maintain the standards of Corporate Governance set out by SEBI but also is morally committed to its Members. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

COST RECORDS

Your Company is maintaining cost records and reports in pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under sub - section (1) of Section 148 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism. The Whistle Blower Policy covering all employees and directors is available in the Company''s website:

http://kklgroup.in/admin/upload/corporate_governance/6/47991.pdf

This Policy aims to provide an appropriate platform and protection to all stakeholders to make protected disclosure of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations The Policy also provides for adequate safeguards against retaliation and victimization of the whistleblower. All employees and Directors have access to Chairperson of the Audit Committee for any reporting.

Your Company hereby affirms that no complaints were received during the year. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The performance evaluation of the Independent Directors was held by the Board of Directors on 10^th May 2024. The Board of Directors expressed their satisfaction with the evaluation process.

The criteria for performance evaluation have been detailed in the Corporate Governance Report.

REMUNERATION AND NOMINATION POLICY

This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34(2) of SEBI LODR (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms a part of this Report as ''Annexure-4''.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

CRYPTO CURRENCY AND VIRTUAL CURRENCY

During the year under review the Company has not traded or invested in Crypto or Virtual Currency.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as ''Annexure-5'' and forms a part of this report.

RISK MANAGEMENT:

Your Company, as part of Standard Operating System and Procedure institutionalized risk management covering risk identification, mitigation and management measures. This Risk Policy have been brought to practice as per part of internal control systems and procedures. The Management embed risk management into daily decision-making across all functions, fostering a culture that is aware of and responsive to risks and opportunities. The Company continuously assess risks and opportunities to ensure alignment between the Company''s business strategy and the internal and external environment.

DETAILS IN RESPECT OF FRAUDS

The Company''s Auditor''s report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(3) (ca) of the Companies Act 2013.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

To maintain a safe and respectful workplace, the Company has established a Prevention of Sexual Harassment (POSH) Policy, which promotes adherence to applicable laws and promotes a culture of respect and inclusivity. Employees are encouraged to report any instances of sexual harassment promptly to a ensure timely resolution. During the year under review, no complaints were received by the Board.

PARTICULARS OF EMPLOYEES:

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to the ratio of remuneration of each director to the median employee''s remuneration is annexed as ''Annexure-6'' to this Report.

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There was no pending application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There is no requirement for valuation during the financial year under review.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to employees at all levels for their dedication and commitment. Your Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government Authorities, customers, vendors and Members during the year under review.

For and on behalf of the Board of Directors

KANCHI KARPOORAM LIMITED

Dipesh S Jain Suresh Veerchandji Shah

Place: Chennai Managing Director Managing Director

Date: 3^rd September 2024 DIN: 01659930 DIN: 01659809

Mar 31, 2023

The Directors are pleased to present the Thirtieth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31stMarch, 2023.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March, 2023 on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone		Consolidated
	Year ended 31.03.2023 (Rs. in Lakh)	Year ended 31.03.2022 (Rs. in Lakh)	Year ended 31.03.2023 (Rs. in Lakh)	Year ended¹ 31.03.2022 (Rs. in Lakh)
Revenue from operations	20,535.15	25,105.66	21,985.86	-
Other income	321.74	246.22	145.14	-
Total Income from operations	20,856.89	25,351.88	22,131.00	-
Cost of Material Consumed	16,973.49	17,278.89	16,973.49	-
Purchase of Stock-in-Trade	-	-	2,223.16
Depreciation and amortization expenses	289.09	231.27	289.09	-
Finance Cost	14.24	85.67	18.51	-
Other Expenses	1707.44	1,499.58	1,797.81	-
Profit / Loss Before tax	1,908.17	4,261.10	1,782.35	-
Tax Expense	501.52	1,193.09	501.52	-
Total Comprehensive Income, Net of Tax	1,414.65	3,068.01	1,288.82	-
Earnings per share
Basic	32.57	70.63	30.91	-
Diluted	32.57	70.63	30.91	-

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, is available on the website of the Company at http://kklgroup.in/inspection_doc.php

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) & (k) OF THE COMPANIES ACT, 2013

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 at 31st March 2023 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. 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.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 7,00,00,000/-(Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakh) equity shares of Rs. 10 each.

The Issued, Subscribed and Paid Up Capital of the Company as on 31stMarch 2023 was Rs. 4,34,38,910/-

During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During the year under review your Company has incorporated a subsidiary Company Kanchi Agro Product Private Limited on 25.04.2022. The Subsidiary Company is mainly into trading of Raw Cashew nuts and other Agro products. During the FY 2022-23 it recorded a loss of Rs. 61.65 Lakh. Your Company has no Associate or holding Company.

Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached as "Annexure 2" to the Board''s Report.

DIRECTORS

The Board of Directors of the company comprises of Two Managing Director, One Whole-time Director who are the Promoters of the company and Four Non-Executive Directors, including Three Independent Directors. The Company also has One Women Director who is Non Executive. The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors under section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as specified in Section 149(6) of the

Companies Act, 2013 and as per Regulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.The Company has set Familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company www.kklgroup.in

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. Pushpa S Jain (DIN:06939054), Non Executive Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

During the year 2022-23, Eight(08) Board Meetings were held, the details of which aregiven in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

During the year under review there was no changes in the Key Managerial persons of the Company.

The following are the Key Managerial Personnel of the Company as on 31st March 2023:

a) Mr. SureshShah (DIN: 01659809) Managing Director

b) Mr. Dipesh S Jain (DIN: 01659930), Joint Managing Director

c) Mr. Arun V Shah (DIN: 01744884), Whole Time Director

d) Mr. Surendra Kumar Shah, Chief Financial Officer

e) Mr. J. R. Vishnu Varthan, Company Secretary COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. CSR Committee

The details of the Committees along with their composition, number of meetings, objectives and attendance at the meetings are provided in the Corporate Governance Report.

AUDITORS(a) STATUTORY AUDITOR

As per the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit and Auditors) Rules, 2014, the Auditors, M/s. P. Chandrasekar, LLP, Chartered Accountants (Firm Registration Number: 000580S/S200066) were appointed as Statutory Auditors of the Company at the 29th Annual General Meeting held on 09.09.2022 for a period of Five (5) consecutive Financial Years till the conclusion of Thirty Fourth Annual General Meeting. There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

There are no qualifications or adverse remarks in the Statutory Audit Report which require any explanation from the Board of Directors.

(b) COST AUDITOR

The Board has re-appointed M/s. N. Sivashankaran & Co., Cost Accountants to conduct the audit of the cost accounting records of the Company for FY 2023-24 at a remuneration of Rs. 60,000/- plus Service Tax & reimbursement of out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Mr. Lovelish Lodha M, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-8 to this Report.

With regard to the excess remuneration paid to the Executive Directors for the FY 2022-23, on account of the invaluable contribution made by them we have placed before the shareholders in the 30th Annual General Meeting for their approval to write off the excess remuneration paid as per the provisions of the Companies Act 2013.

(d) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. R. Subramanian and Co., LLP, Chartered Accountants to undertake the Internal Audit of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company invested Rs. 25.50 Lakh in its subsidiary Company M/s. Kanchi Agro Product Private Limited for Subscribing 51% of Equity Shares i.e. 2,55,000 equity shares at Rs. 10 each. The Company has also provided inter corporate loan of Rs.2666.25 Lakh for the Subsidiary''s business operation.

During the year under review your Company has given a loan of Rs.150 Lakh to M/s. Phukhraj Finance Private Limited by way of financial assistance for their business expansion.

Your Company has not given any guarantees during the Financial year under review.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm''s length basis

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website www.kklgroup.in and the weblink thereto is: http://kklgroup.in/admin/upload/corporate_governance/9/60463.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has a policy viz., "Code of Conduct for prevention of Insider Trading" and the same has been posted on its website http://kklgroup.in/admin/upload/corporate_governance/1/93856.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March 2023) and the date of the report.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company does meet the provisions laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence the Company has constituted a Corporate Social Responsibility Committee. The CSR Report for the Financial Year 2022-23 is annexed to this report as Annexure-5. The composition of CSR Committee and the details of the ongoing CSR projects/ programs/activities are included in the CSR report/section. The CSR policy is uploaded on the Company''s website at the web link: http://kklgroup.in/admin/upload/corporate_governance/7/71738.pdf

DEPOSITS FROM PUBLIC

During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V, Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has internal control system which includes financial control commensurate with the size, scale and complexity of company''s operations and also ensures that the Company''s assets are well protected. The internal audit evaluates the efficacy and adequacy of internal control system in the Company, its compliance with accounting procedures and policies of the Company. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

CORPORATE GOVERNANCE

The Company is not only committed to maintain the standards of Corporate Governance set out by SEBI but also morally committed to its members. As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

COST RECORDS

Your Company is maintaining cost records and reports in pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub - section (1) of Section 148 of the Companies Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

a) the Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct;

b) providing adequate safeguards against victimization;

c) providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The Company has a Whistle Blower Policy to report genuine concerns or grievances. Your company hereby affirms that no complaints were received during the year.

The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is available in the Company''s website: http://kklgroup.in/admin/upload/corporate_governance/6/47991.pdf

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The criteria for performance evaluation have been detailed in the Corporate Governance Report.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and the policy is available in the Company''s website http://kklgroup.in/admin/upload/corporate_governance/12/10747.pdf. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms a part of this Report as Annexure-1.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

CRYPTO CURRENCY AND VIRTUAL CURRENCY

During the year under review your Company has not traded or invested in Crypto or Virtual currency.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4 and forms a part of this Report

RISK MANAGEMENT

Your Company as part of Standard Operating System and Procedure institutionalized risk management covering risk identification, mitigation and management measures. This Risk Charter and Policy have been brought to practice as per part of internal control systems and procedures. The Management has applied the risk management policy to activities and processes of the business and this is reviewed to ensure that executive management manages risk through means of a properly defined framework.

DETAILS IN RESPECT OF FRAUDS

The Company''s Auditor''s report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(3)(ca) of the Companies Act 2013.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy and implemented an effective mechanism for the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. During the year under review, no complaints were received by the Board.

PARTICULARS OF EMPLOYEES

INSURANCE:

The Company''s buildings, plant & machinery and inventories have been adequately insured APPRECIATIONS AND ACKNOWLEDGEMENTS

Subsidiary Company was incorporated on 25.04.2022 FINANCIAL PERFORMANCE

a. Standalone Performance

The Gross Revenue from operations for FY 2022-2023 was at Rs.20,856.89 Lakh (Previous Year Rs.25,351.88 Lakh), showing a decrease of 17.73%.

The Company earned a Profit after tax of Rs.1,414.65 Lakh as against Rs.3,068.01 Lakh for the previous year, thereby registering a decline of 53.89 %.

Due to decrease in the profit, the Earning per share (EPS) decreased from Rs.70.63 in the previous year to Rs.32.57 in the year under review.

The net worth of your Company increased to Rs.19,806.23 Lakh at the end of the FY 2022-2023 from Rs.18,500.18 lakh at the end of FY 2021-2022, thereby registering a growth of 7.06%.

b. Consolidated Performance.

The Company''s Subsidiary Kanchi Agro Product Private Limited was incorporated on 25.04.2022.

The Consolidated total sales of your Company for the FY 2022-23, stood at Rs. 22,131.00 Lakh.

The Company earned a Consolidated Profit after tax of Rs. 1,288.82 Lakh.

The Earning per share (EPS) was at Rs. 30.91 for the Financial year 2022-2023.

The Consolidated net worth of your Company was at Rs. 19,704.90 Lakh.

Mar 31, 2018

DIRECTOR''S REPORT

Dear Members,

The Directors are pleased to present the Twenty Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL RESULTS

The Companyâs financial performance for the year ended 31st March 2018 is summarized below. Segment wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only

Particulars	Year ended 31.03.2018 (Rs. in Lakhs)	Year ended 31.03.2017 (Rs. in Lakhs)
Revenue from operations	11,707.14	6,607.34
Other income	71.58	68.50
Total Expenses	9,471.97	6,206.10
Cost of Material Consumed	7,845.87	4,413.03
Depreciation and amortization expenses	84.63	63.47
Finance Cost	145.13	186.06
Other Expenses	837.65	650.71
Profit / Loss Before tax	2,306.75	469.74
Current tax	788.73	166.45
Profit / Loss After tax	1,518.03	303.29
Earnings per share
Basic & Diluted	36.65	7.32
Your Directors recommend the following appropriations:-
Proposed Dividend	-	62.13
Dividend Distribution Tax	-	12.65
Transfer to general Reserve	-	-

FINANCIAL PERFORMANCE

The Gross Revenue from operations for FY 2018 was at Rs.11,707.14 Lakhs/- (Previous Year Rs.6,607.34 Lakhs/-), registering a growth of 44%. The Profit after tax stood at Rs.1518.02 Lakhs/- (Previous Year Rs.303.29 Lakhs/-).

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure -1 to this Report.

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) & (k) OF THE COMPANIES ACT, 2013

Your Directors recommend a dividend of 20 % (Twenty percent) i.e. Rs.2.00/- per equity share of face value of Rs.10/-each (Previous Year 15%). Payment of Dividend is subject to the approval of Shareholders at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 at 31st March 2018 and of the profit of the Company for the year ended on that date;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. 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.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2018 stood at Rs.4,14,22,000/-. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the company hold instruments convertible into equity shares of the Company INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY The Company does not have any Holding, Subsidiary, Joint venture or Associate Company.

DIRECTORS

The Board of Directors of the company comprises of One Managing Director, Two Whole-time Directors who are the Promoters of the company and Four Non-Executive Directors, including Three Independent Directors. The Company also has One Women Director who is Non-Executive. The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. Pushpa S Jain (DIN:06939054), Non-Executive Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

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 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 NUMBER OF MEETINGS OF THE BOARD

During the year, 9 (nine) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company:

a) Mr. Suresh Shah (DIN: 01659809) Managing Director

b) Mr. Dipesh S Jain (DIN: 01659930), Whole Time Director

c) Mr. Arun V Shah (DIN: 01744884), Whole Time Director

d) Mr. K. C. Radhakrishnan, Chief Financial Officer

e) Ms. A.Priyanka, Company Secretary COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. CSR Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

AUDITORS

(a) STATUTORY AUDITOR

Pursuant to the Provisions of Sections 139, 141& 142 of the Companies Act, 2013 ("the Act"), the Companies (Audit and Auditors) Rules, 2014 ("the Rules"), Schedules attached thereto, (including any statutory modification(s) or enactment(s) or re-enactment(s) thereof, for the time being in force), pursuant to the recommendation of Audit Committee of the Company and that of the Board and pursuant to the approval of Members at the Twenty fourth Annual General Meeting held on September 28, 2017, consent of the Members of the Company is be and hereby accorded to appoint M/s. P. Chandrasekar, LLP, Chartered Accountants, Bangalore(Firm Registration Number: 000580S/S200066) as Statutory Auditors of the Company, to hold office as Statutory Auditors from the conclusion of Twenty fourth Annual General Meeting till the conclusion of Twenty ninth Annual General Meeting.

There is no audit qualification for the year under review.

(b) COST AUDITOR

The Companyâs products come under Table B (Non-Regulated Sector) Companies (Cost Records and Audit) Rules 2014.

As per Rule 4 Companies (Cost Records and Audit) Rules 2014, Every Company specified in Table B of the Cost Audit would be applicable if the overall turnover of the Company from all its products and services during the immediately preceding financial year is Rs.100 Crores or more and the aggregate turnover of the individual product(s) or Service(s) for which cost records are required to be maintained under Rule 3 is Rs.35 Crores or more.

Hence, M/s. N. Sivashankaran& Co., Cost Accountants, appointed as Cost Auditors by the Board of Directors to audit the cost records of the Company for the FY 2017-18.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. P. Sriram & Associates , Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure-2 to this Report.

There is no secretarial audit qualification for the year under review.

(d) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. R. Subramanian and Co., LLP , Chartered Accountants to undertake the Internal Audit of the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loan or made any investment or given a guarantee or provided any security in accordance with Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All transactions entered with Related Parties for the year under review were on arm''s length basis All related party transactions are placed before the Audit Committee for approval. Details of the transactions are provided in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is appended as Annexure-3 to this Report. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March 2018) and the date of the report .

CORPORATE SOCIAL RESPONSIBILITY

DEPOSITS FROM PUBLIC

CORPORATEGOVERNANCE

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. Your company hereby affirms that no complaints were received during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The criteria for performance evaluation have been detailed in the Corporate Governance Report.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4 and forms a part of this Report RISK MANAGEMENT

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT : NIL

DISLCOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

PARTICULARS OF EMPLOYEES

APPRECIATIONS AND ACKNOWLEDGMENTS

For & on Behalf of the Board

For KANCHI KARPOORAM LIMITED

Dipesh S Jain Suresh V Shah

Place: Chennai (DIN: 01659930) (DIN: 01659809)

Date: 14.08.2018 Whole-time Director Managing Director

Mar 31, 2015

Dear Members,

The Company's Directors are pleased to present the 22nd Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2015

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2015 is summarised below. Segment wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

Particulars Year ended Year ended 31.03.2015 31.03.2014 (Rs. in Lakhs) (Rs. in Lakhs)

Revenue from operations 5284.49 5660.38

Other income 14.53 15.52

Total Expenses 5262.43 5246.44

Finance Cost 174.62 121.31

Depreciation and amortization expenses 35.26 123.12

Profit / Loss Before tax 36.58 429.46

Current tax 5.00 188.00

Deferred Tax reversal 5.99 (21.48)

Profit / Loss After tax 25.59 270.40

Earnings per share

Basic & Diluted 0.62 6.53

Your Directors recommend the following appropriations:-

Proposed Dividend 20.71 62.13 Dividend Distribution Tax 4.33 10.56

Transfer to general Reserve 0 150.00

EXTRACTOF ANNUAL RETURN

An Extract of Annual Return (as provided in Section 92(3) of the Companies Act, 2013) in Form MGT-9 as on 31st March 2015 is attached as Annexure -1 to this report

NUMBER OF MEETINGS OF THE BOARD

During the year, 9 (Nine) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report.

DIRECTORS'RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. 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 at 31st March 2015 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operatingeffectively;

vi. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the members approved the appointments of Mr.Narasimhan Raghu, Mr.K.Venkateswaran and Mr.S.Srinivasan as Independent Directors who are not liable to retire by rotation and Mrs.Pushpa S Jain as a Non-Executive Director who is liable to retire by rotation. The members have also re- appointed Mr.ArunV Shah, as whole time director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs.Pushpa SJain, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

In accordance with the Provisions of Section 203 of the Act, which came into effect from 01st April 2014, Mr.K.C.Radhakrishnan, Chief Financial Officer and Mr.Rakesh Roshan Sethi, Company Secretary as Key Managerial Personnel of the Company were formalised. Mrs. Gayathri S. was appointed as company secretary and compliance officer of the company with effect from 20th June 2015 consequent to the resignation of Mr. Rakesh Roshan Sethi with effect from 30th May 2015.

APPOINTMENT AND REMUNERATION POLICY

The Company's policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been provided in the Corporate Governance Report, which is attached to this report.

POLICY FOR PREVENTION OFSEXUAL HARASSMENT

As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder. No complaints were received by the Committee during the period under review.

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITOR

At the Annual General Meeting of the Company held on September 10,2014, M/sR.Subramanian and Company, Chartered Accountants, (Registration No.FRN 004137S), were reappointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Accordingly, the appointment of M/s R.Subramanian and Company, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Audit committee and the Board of Directors recommend the ratification of appointment of M/s R.Subramanian and Company, Chartered Accountants as Auditors and to fix their remuneration. The members may ratify the appointment of M/s R.Subramanian and Company, Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2015-16.

The notes on Financial Statement referred to in the Auditor's Report are Self-explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

As applicable under the erstwhile provisions of the Companies (Cost Audit Report) Rules 2011 the Company has obtained the Cost Audit report from M/s. N.Sivasankaran & Co, Cost Auditors in the previous year 2013-2014. As per the Ministry of Corporate Affairs in exercise of power comfort under section 148 of the Companies Act, 2013 and in supersession of Companies (Cost Accounting Records) Rules 2011, Companies (Cost Audit Report) Rules 2011 notified Companies Cost Records and Audit Rules 2014 in pursuant to Rule 4 of the said rules the Cost Audit of Companies cost records is not applicable for the current financial year, however the Company is required to maintain cost records in the Books of Accounts in pursuance to Rule 3 of said rule.

SECRETARIAL AUDITOR

The Board has appointed Mr.V.S.Sowrirajan, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014 - 2015. The Secretarial Audit Report for the Financial Year 2014 - 2015 is attached as Annexure-2 to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party entered by the Company during the year were in the Ordinary course of business and at Arm's Length Pricing basis. There were no materially significant related party transactions during the year. Details of the transaction are provided in Form AOC-2 which is attached as Annexure-3 to this report

STATEOF COMPANY'S AFFAIRS

The year under review had yielded results achieved by the Company by constant monitoring of imported raw materials price, sale price of camphor & foreign exchange fluctuations. Consequent to the closure of Regional Stock Exchanges viz., Madras, Delhi and Ahmedabad Stock Exchanges, your company is listed in Bombay Stock Exchange (BSE) during the year. This will facilitate members for better trading activities.

DIVIDEND

Your Directors recommend a Dividend of 5%(Rs.0.50 Paise per equity share of Rs.10/- each) for the financial year ended 31st March 2015. Payment of Dividend is subject to the approval of Shareholders at the ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March 2015) and the date of the report (14th August 2015)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, relating to Conservation of Energy, Technology, Absorption, Foreign Exchange Earning and Outgo are attached as Annexure-4 to this report.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board. The Committee overseas the Risk Management process including risk identification, the impact assessment and risk reporting. The Audit Committee however has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the listing agreement, Independent Director at their meeting without the participation of the Non-independent directors and management, considered and evaluated the Board's performance and other non-independent directors.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

DEPOSITS FROM PUBLIC

During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The details of the Internal Control system and their adequacy are provided in the Management Discussion and Analysis Report which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report which is attached to this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

During the year, your Directors have constituted a Vigil Mechanism Committee which also incorporates a whist blower policy pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the listing agreement. Your company hereby affirms that no complaints were received during the year.

PARTICULARSOF EMPLOYEES

The information required terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to the ratio of remuneration of each director to the median employee's remuneration are attached as Annexure-5 to this report

CORPORATE GOVERANCE

The Company is not only committed to maintain the standards of Corporate Governance set out by SEBI but also morally committed to its members. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this report.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their appreciation to employees at all levels for their dedication and commitment.

Your Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government Authorities, customers, vendors and members during the year under review.

For and on Behalf of the Board of Directors

Place: Chennai Arun V Shah Suresh Shah

Date: 14.08.2015 Whole Time Director Managing Director

Mar 31, 2014

Dear Shareholders

The Directors take pleasure in presenting the Twenty First Annual Report of your Company together with the audited financial statement forthe year ended 31st March, 2014

Financial Results

The summary of the financial performance of the Company for the year ended 31st March, 2014 as compared to the previous year is as below. Segment-wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

Year ended Year ended 31.03.2014 31.03.2013 Particulars ((Rs.Lakhs) ((Rs.Lakhs)

Revenue from Operations 5675.90 5130.66

Other income 15.52 14.61

Total Expenses 5246.44 4930.31

Finance Cost 121.31 156.41

Depreciation and amortization expenses 123.12 194.78

Profit / Loss Before tax 429.46 200.35

Current tax 188.00 90.00

Deferred Tax reversal (21.48) (19.17)

Profit / Loss After tax 270.40 129.53

Earning per share Basic & Diluted 6.53 3.13

Your Directors recommend the following appropriations:-

Proposed Dividend (Rs.1.5 per share) 62.13 62.13

Dividend Distribution Tax 10.56 10.56

Transfer to general Reserve 150.00 150.00

Performance & Operations

The year under review had yielded good results. This could be achieved because of the procurement and sales policies adopted by your company.

Business analysis and prospects as discussed by your Management

Despite of the prevailing global economic recession the performance of the company during the year under review has been increased as against the previous year. This was attributable on account of the continuous up gradation of technology and plants and machineries, stringent quality parameters to produce defect free goods and aggressive marketing, including established relationship with major suppliers and customers. During the year under review the company has adopted various effective measures to reduce the operational cost wherever possible to achieve greater profitability.

Dividend

Your directors are pleased to recommend a final dividend of Rs.1.50 per equity shares of face value of Rs.10/- each (i.e. 15%) for the year ended 31st March 2014, which as per the provisions of Income Tax Act presently in force will not be taxed in the hand of the shareholders. However the company will be paying the prescribed tax on the distributed dividend. The final dividend, subject to the approval of members at the Annual General Meeting on 10th September, 2014 will be paid on or before 09th October 2014 to the members whose names appears in the Register of Members on or before closure of business hours on 02nd September, 2014.

Public Deposits and Loans/Advances

Your Company has not accepted any deposits from the public, or its employees during the year under review. Being the company does not have any subsidiary company/s the disclosure in pursuant to Clause 32 of the Listing Agreement, with regard to loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc is not required.

Subsidiaries / Joint Ventures

The company does not have any Subsidiaries and Joint Venture Company. Therefore the company is not required to present in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors.

Corporate Social Responsibility:-

In terms of section 135 of the Companies Act, 2013 read with rule 9 of the Companies (Accounts) Rules 2014. Ever company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more ora net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be ar independent director. They shall disclose the content of Corporate Social Responsibility Policy in the Board''s Repor and on the Company''s Website which shall be as per Annexure attached to the Companies (Corporate Socia Responsibility Policy) Rules 2014. The Board''s report under sub-section (3) of section 134 shall disclose the composition of the Corporate Social Responsibility Committee.

The Board of every company shall ensure that the company spends, in every financial year, at least two percent. o the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy, being the Company is not qualifying the condition stipulated unde section 135(1) of the Companies Act, 2013 therefore your Company is outside the purview of the Section 135(1). h spite of that Your Company as a part of Social Responsibility also intend to construct sanitation facility to the houses in the near by village as a step to educate the necessity environmental preservations.

Listing at Stock Exchanges

The SEBI vide its (Exit Circular) dated 30th May, 2012 had issued guideline in respect of exit options to Regiona Stock Exchanges, who are not able to satisfying the New Net worth and Trading Norms and other regulator requirements specified by the SEBI, in compliance with SEBI exit Circular all the three stock exchanges Delhi Madras and Ahmedabad Stock Exchange where the Company''s shares are listed or in the process of / had already submitted theirexistapplication to SEBI.

Therefore the Board of Directors in order to facilitate the shareholders of the Company to trade the Companies Securities freely through the BSE Limited platform has already submitted an application on 29th May, 2014 to BSE Limited for listing of its securities which is under consideration.

Internal Control Systems

The Company''s internal control system is designed to ensure operational efficiency, protection and conservation o resources, accuracy and promptness in financial reporting and compliance with laws and regulations which you Directors feel is sufficient for the Company''s performance.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure which forms a part of this report

Particulars of Employees

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed unde Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended. The industrial relations continued to be generally peaceful and cordial.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company Shri.Arun V Shah, Directorof the Company is liable to retire by rotation and is eligible for re-appointment.

The Board of Directors of the Company at its meeting held on February 28, 2014 has appointed Shri.Arun V Shah an existing Directorof the Company as Whole-time Directorof the company till the ensuing Annual General Meeting with effect from 01.03.2014, at remuneration recommended by the remuneration committee of the Board for < period of5 (five) years, subject to the approval of shareholders

There are three Independent Directors on the Board of the Company as per the Listing Agreement requirements viz., Shri.Narasimhan Raghu, Shri.K.Venkateswaran and Shri.S.Srinivasan.

Of the above Independent Directors Shri.Narasimhan Raghu and Shri.K.Venkateswaran have been appointed as additional directors under section 161 of the Companies Act who shall holds office up to the date of this Annual General Meeting and in respect of whom the Company has received notice in writing under Section 160 of the Companies Act, 2013 from members, proposing their candidature for the office of Director, are proposed to be appointed as Independent Directors of the Company under the Companies Act, 2013 to hold office for 5 (Five) consecutive years

Shri.S.Srinivasan had been appointed as Independent Director vide member''s resolution at the previous AGM held on 29th September 2012 in terms clause 49 of the Listing Agreement, his tenure of office of independent Director has not been specified, therefore he shall hold office as Independent Director such till the conclusion of the ensuing AGM. Therefore the board of Directors propose to appoint Shri.S.Srinivasan as Independent Directors of the Company under the CompaniesAct, 2013 to hold office for 5 (Five) consecutive years.

In terms of provision 149 of the CompaniesAct, 2013, the Board of Directors recommending the members to appoint Smt.Puspa as Women Non Executive Director of the Company

The Company has also received the requisite disclosures/declarations from Shri.Narasimhan Raghu, Shri.K.Venkateswaran and Shri.S.Srinivasan stating that they meet with the criteria of Independence as prescribed under sub-section (6)ofSection 149 of the CompaniesAct,2013.

Profile of all these Directors under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment at the Annual General Meeting are provided in the Corporate Governance Report and in the Explanatory Statement to the Notice.

Disclosures of Particulars of Constituting "GroupÂ pursuant to Regulation 3 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are 42.26% of the total paid up share for the purpose of SEBI(SubstantialAcquisition of Shares &Takeovers) Regulations, 2011.

Transfer to Investor Education and Protection Fund(IEPF)

There is no dividend which remained unclaimed by the members of the Company for a period exceeding 7years from its due date of payment and there is no unpaid or unclaimed dividends falling due during the year under review to be transferred to Investor Education and Protection Fund under section 125 of the companies Acct,2013 read with the provisions of erstwhile Section 205C of the CompaniesAct,1956.

Auditors

In terms of section 139 (2) of the companies Act, 2013 read with Rule 5 of the Companies (Audit and Auditors) Rules,2014 no listed company shall appoint or re-appoint

(a) an individual as auditorfor more than one term of five consecutive years; and

(b) an audit firm as auditorfor more than two terms of five consecutive years:

Provided that

(i) an individual auditor who has completed his term under clause (a) shall not be eligible for re-appointment as auditor in the same company forfive years from the completion of his term;

(ii) an audit firm which has completed its term under clause (b), shall not be eligible for re-appointment as auditor in the same company forfive years from the completion of such term.

Section 139(1) of the Act also provides that every company, existing on or before the commencement of this Act which is required to comply with provisions of this sub-section, shall comply with the requirements of this sub- section within three years from the date of commencement of this Act:

M/s.R.Subramanian and Co, Chartered Accountants, (Registration No.FRN 004137S), has been appointed as a statutory auditor of the company since incorporation and the are liable to retire at the ensuing annual general meeting and being eligible for reappointment offer themselves for reappointment. As on date said firm is holding office as statutory Auditor for more than 10 years and in terms of section 139(1) of the Act the said firm of auditor eligible for reappointment for another terms of maximum period of three years from the conclusion of the ensuing Annual General Meeting. As required under Section 139 / 141 of the Companies Act, 2013, the Company has obtained a written consent from M/s.R.Subramanian & Co., to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

Audit Committee after taking into consideration the qualifications and experience of the firm which are in commensurate with the size and requirements of the company recommended the name of M/s.R.Subramanian & Co., Chartered Accountants as statutoryAuditorforanother terms of three years to the Board for consideration.

The Board taking into consideration the recommendation of the Audit committee recommend the members to appoint M/s.R.Subramanian & Co., Chartered Accountants, Chennai as Statutory Auditors of the Company for a period of three years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company, subject to ratification of the appointment by the members at every AGM held after the ensuingAGM.

Auditors'' Report

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification.

CostAudit Report

As applicable under the erstwhile provisions of the Companies (CostAudit Report) Rules 2011 the Company has obtained the costAudit report from M/s.Sivasankaran & Co, CostAuditors.

As per the Ministry of Corporate Affairs in exercise of power comfort under section 148 of the Companies Act, 2013 and in supersession of Companies (Cost Accounting Records) Rules 2011, Companies (CostAudit Report) Rules 2011 notified Companies Cost Records and Audit Rules 2014 in pursuant to Rule 4 of the said rules the CostAudit of Companies cost records is not applicable for the current financial year, however the Company is required to maintain cost records in the books ofAccounts in pursuance to Rule 3 of said rule.

Key Managerial Personnel

In compliance with Section 203 of the CompaniesAct, 2013 and rules made thereunder Mr.K.C.Radhakrishnan as Chief Financial Officer of the Company and the Company is taking every possible steps to appoint a Company Secretary. Credit Rating

During the year under review, Rating Agencies CRISIL reaffirmed/issued BB Stable for the Bank loan facility related long term ratings to your company.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the CompaniesAct, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were applied consistently and the Directors 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 at March 31,2014 and of the profit of the Company for the year ended on that date.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d) the annual accounts have been prepared on a going concern basis.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms part of this Report. The Managing Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March 31,2014.

Additional Disclosures

Management Discussion and Analysis Report, Corporate Governance Report, Segment report, and Related Party Disclosures provided elsewhere in the Annual Report form a part of this Report as required under the Listing Agreement entered into with the Stock Exchanges Compliance Certificate

The Compliance Certificate as issued by M/s. Rabi Narayan & Associates, Practicing Company Secretaries, Chennai fortheyearended 31st March, 2014 is attached herewith and forming part of this report.

Whistle Blower Policy

In terms of section 177(9) of the companies Act,2013 read with Rule 7 of The companies(Meeting of Board and its Powers) Rules 2014 and Clause 49 of the Listing Agreement your company has established a vigil mechanism for directors and employees to report genuine concerns of the company with adequate safeguards against victimisation of persons who use such mechanism. The details of establishment of such mechanism will be disclosed on the company''s website www.kanchikarpooram.com.

Green Initiatives

Electronic copies of the Annual Report 2014 and Notice of the 21st AGM are sent to all members whose email addresses are registered with the company /Depository Participant(s).For members who have not registered their email addresses, physical copies of theAnnual Report 2014 and the Notice of the 21stAGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions fore-Voting is provided in the Notice. Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.

For and on behalf of the Board of Directors For KANCHI KARPOORAMLIMITED

Place : Chennai SURESH SHAH ARUN V SHAH Date : 01.08.2014 Managing Director Whole Time Director

Mar 31, 2013

Dear Members,

The Directors have great pleasure in presenting the 20th Annual Report on the business and operations of your Company together with Audited Accounts of the Company for the year ended 31st March 2013 and the Auditors'' report thereon.

Financial Results

Segment-wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

For the For the Year Ended Year Ended 31.03.2013 31.03.2012

(Rs.Lakhs) (Rs.Lakhs)

Sales & Other Income 5130.66 4891.93

Profit / Loss Before 474.63 216.22 Interest & Depreciation

Interest 156.41 144.26

Depreciation 117.87 113.27

Profit / (Loss) Before 200.35 (43.31) Tax

Net Profit / (Net Loss) 129.52 (36.40) After Tax

Operations

The year under review had yielded good results wiping out the earlier year''s losses. This could be achieved because of the procurement and sales policies adopted by your company.

Business Analysis and prospects as discussed by your Management

Your Company is adopting various cost controling measures, prevention of exchange loss, attractive marketing methology which your directors feel should yeild positive growth of your Company.

Dividend

The directors are pleased to recommend 15% (Fifteen percent) dividend for the year under review.

Internal Controls and their Adequacy:

The Company is updating latest technology required for day to day operations which your directors feel is sufficient for the Company''s performance.

Conservation of Energy.

Particulars required under Sec. 217 (1) (e) of the Companies Act, 1956 read with the rules framed thereunder are given in Annexure I (Form A) which forms part of Directors'' Report.

Technology

During the year under review, your Company has not imported any technology.

Foreign Exchange Earnings & Outgo

Your Company has also earned foreign exchange of Rs. Rs.184.17 Lakhs, through exports. The total Foreign Exchange utilized by the Company during the year for the purchase of Raw Materials and others was Rs.2280.83 Lakhs.

Fixed Deposits

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

Particulars of Employees

Industrial relations have remained cordial throughout the year. During the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956.

Directors

In compliance with the provisions of the Companies Act,

1956 in accordance with the Article 26 of the Company''s Articles of Association, Mr. Deepesh Shah retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Director''s, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Madras Stock Exchange Limited, is appended to the notice convening the Annual General Meeting

Disclosures of Particulars of Constituting "GroupÂ pursuant to Regulation 3 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are 31.60% of the total paid up share for the purpose of SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

Auditors

The retiring auditors, M/s.R.Subramanian & Company., Chartered Accountants have expressed their willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956.

Auditors Report

The Auditors Report to the Members does not contain any qualification.

Directors'' Responsibility Statement

As required under Sec. 217(2AA) of the Companies Act, 1956, it is herby stated that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, expect with regard to Accounting Standard AS-15 Employee Benefits.

(ii) The directors had selected such accounting policies and applied them consistently and made judgements 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 / loss of the Company for the year under review.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis.

Corporate Governance report and Management Discussion and Analysis

A report on Corporate Governance along with the certificate from the auditors of the Company regarding compliance of conditions of corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Director''s Report.

Compliance Certificate on Corporate Governance

The Compliance Certificate issued on 30.05.2013 Corporate Governance by M/s. Rabi Narayan & Associates, Practicing Company Secretaries for the Year Ended 31.03.2013 is attached herewith and forming part of this report.

Dematerialization of Shares of the Company

Your Company has entered into an agreement with M/s. Cameo Corporate Services Limited, Chennai for the provision of services of share registry in respect of both physical and electronic share transfers. Shareholders opting for dematerialisation of shares may contact the above said Registrar whose address have been given elsewhere in this report.

Acknowledgement

Your Directors take this opportunity to thank your Bankers, Bank of India, Central and State Governments, other statutory bodies for their unstinted and consistent support to your Company. Your Directors place on record their appreciation of the dedicated service of the Employees of the Company at all levels for the growth of the Company.

For and on behalf of the Board of Directors

By Order of the Board For KANCHI KARPOORAM LIMITED

Sd/- SURESHSHAH Managing Director

Sd/- Place : Kanchipuram ARUN V SHAH Date : 30.05.2013 (Director)

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