Directors Report of Khandelwal Extractions Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting Company''s 42* Annual Report and Audited
Financial Statements for the financial year ended March 31^-, 2024.

1. FINANCIAL RESULTS (Rs. In Lakhs

Income from Operations	-TOtS-
Other Income	TIM
Profit before Interest and Depreciation	55.12
Less: Interest	4.72
Depreciation	T25
Tax Expenses (including Deferred Tax)	13.07
Profit aftertax	34.04
Other Comprehensive lncome/(Loss)	-
Total Comprehensive lncome/(Loss)	304

2. HIGHLIGHTS OF PEFORMANCE

During the year, the Company''s working resulted in profit before interest and
depreciation of Rs 55.12 Lacs. After adjustment of Interest, depreciation and tax, the
year resulted in profit of Rs. 34.04 lakhs as compared to the profit of Rs. 19.48 lakhs in
the previous year. The Company''s assessment under Income Tax Act, 1961 is
completed uptoA.Y. 2023-24 and there was no outstanding demand.

Indian Accounting Standards (lnd-AS)-IFRS Converged Standards.

The Company has adopted Indian Accounting Standards (Ind-AS) with effect from 1st
April, 2017 pursuant to Ministry of Corporate Affairs'' notification of the Companies
(Indian Accounting Standard) Rules, 2015 and the Annual Accounts of 2023-24, has
been drawn in termsof provisions of the Ind-AS.

Future Outlook:

The present lease agreements of God owns of the Company given on rent are upto
31.05.2025 but themanagement expectspossibilities of its further renewal.

3. TRANSFERTO RESERVES

The Company has retained the amount of Rs. 34.04 lakhs in the Profit and Loss
Account and no amount has been transferred to General Reserve.

4. DIVIDEND

During the year, the Board of Directors do not recommend any dividend on Equity
shares

5. SHARE CAPITAL

The Company''s Authorized Capital remains unchanged at Rs. 200 Lakhs. The Paid up
Equity Share Capital of the Company as on the date of Balance Sheet stands
unchangedat Rs. 85,01,000/- (comprisingof8,50,100 Equity shares of Rs. 101- each).

6. FD(ED DEPOSITS

Your Company has not invited any deposits during the financial year under review.

7. SUBSIDIARIES

Your Company does not have any subsidiary within the meaning of the Companies Act,
2013 During the financial year ended 31^- March 2024, no entity became or ceased to
be the subsidiary, joint venture or associateof the Company.

8. DIRECTORS ANDKEYMANAGERIAL PERSONNEL

a. In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Rules made thereunder, Mr. Vishwa Nath Khandelwal (DIN: 00161893), Whole-time
Director(Finance) & CFO retires by rotation atthe ensuing Annual General Meeting
and being eligible offers himself for re-appointment to the Board.

During the Financial Year 2023-24 there were following changes in the composition
of Board of Directors:-

Mr. Alul Bagla, Independent director of the Company has resigned from the Board of
Directors w.e.f 30" September 2023 due to his pre-occupation and other personal
commitments. The Board has appointed Mr. Prakhar Pandey as an additional
directorinthe capacity of Independent Direct orw.e.f. 12" August2023 fora period of
five years, whose appointment was approved by the shareholders in their Annual
General Meeting held on23^- September, 2023.

Pursuant to the Companies (Appointment and Qualification of Directors) Fifth
Amendment Rules, 2019, all Independent Directors have registered their name in
the data bankof Independent Directors.

During the current year, Mrs. Rekha Kejriwal and Mr. Ashok Gupta shall cease to be
directors on the dateof ensuing Annual General Meeting forthe calendar year 2024
on completion of their second term.

The Board has appointed Mrs. Surabhi Tuli and Mr. Gopesh Sahu as an additional
director in the capacity of Independent Director W.e.f 12* August, 2024, whose
appointment is subject to approval in the ensuing AGM tobe held on28" September,
2024 in order to fill the vacancy which shall occur due to the cessation of Mrs. Rekha
Kejriwal and Mr Ashok Gupta fromthe same post in theensuing AGM.

All Independent Directors have given declarations of compliance of Rule 6(1) & (2)
of Companies (Appointment and Qualification of Directors) Rules, 2014 as
amended along with the declaration that they meet the criteria of independence as
laid down under Section 149 (6) of the Companies Act, 2013.

b. Ms. Satyansha Dubey has resigned from the position of Company Secretary and
Compliance Officer of the Company w.e.f 31.08.2024 and the board took note of the
same in its meeting held on 12.08.2024. The Board places on record its appreciation
for the efforts and contribution received from Ms. Satyansha Dubey during her
tenure as the Company SecretaryandComplanceOfficerof the Company.

c. Mrs. Nida Khatoon, a qualified Company Secretary has been appointed as the
Company Secretary and Compliance Officerof the Company w.e.f 02.09.2024 and
the board took note of the same in its meeting held on 12.08.2024. She shall be
joining as Company Secretary and Compliance Officer w.e.f 02.09.2024 in place of
Ms. Satyansha Dubey who has resigned from the same post w.e.f 31.08.2024.The
aforesaid appointment has been made pursuant to a detailed evaluation by the
Nomination and Remuneration Committee members and their unanimous
recommendation tothe Board.

d. Mr. Dinesh Khandelwal (DIN: 00161831), Whole-time Directa (Finance) & CFO; Mr.
Vishwa Nath Khandelwal (DIN: 00161893), Whole time Director (Wbrks) and Ms.
Satyansha Dubey, Company Secretary and Compliance Officer are the Key
Managerial Personnel of the Company fa the F.Y. 2023-24. Mrs. Nida Khatoon shall
hold the position of Company Secretary and Compliance Officer w.e.f 02.09.2024
subsequent tothe resignation of Ms. Satyansha Dubey from the same post

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013; the Nomination and
Remuneration Committee famulated the criteria fa evaluation of the perfamanceof
the Board of Directors, Its various Committees constituted as per the provisions of the
Companies Act, 2013 and individual directas. Based on that, the Board of Directas
carried out an annual evaluation of its own performance and of its various Committees
viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder
Relationship Committee and Committee of Directors and expressed their satisfaction
with its p erf am a nee and p erf am a nee of its Committees The Board of Directas also
evaluated the perfamance of individual Director on the basis of self-appraisal and
expressed their satisfactory performance. The Board of Directas also carried out an
annual perfamance evaluation of its Independent Directas and expressed their
satisfaction withtheir functioning/performance.

In tarns of Schedule IV to the Companies Act, 2013, the Independent Directas also
convened a separate meeting for this purpose and evaluated the perfamance of
Chairman and Non- Independent Directas.

10. REMUNERATION POLICY

The Board of Directas on the recommendation of the Nomination and Remuneration
Committee has framed a policy whch lays down a framework in relation to
remuneration of Directas, Key Managaial Personnel and Senia Management of the
Company. The Policy covers the critaia fa selection and appointment of Board
Members and senior management and their remuneration. The Company''s
Remuneration Policy is based on the principles of (i) Pay fa Responsibility and Duties,
(i) Pay fa Potential and (iii) Pay fa growth of the Company.

The Nomination and Remuneration Committee is vested with powas to determine
yearly increments/salary increase of Executive Directas/ KMPs and one level below
based on their performance and contribution towards profitability and sustainability of
Company. Non Executive Directors are paid only sitting fee which is decided by
Nomination & Remuneration Committee.

11. RISK MANAGEMENT POLICY

The Company''s business at present is limited to leasing out the godowns which have
limited risk As leasing to a renowned corporate entity has little risk.

12.INTERNAL CONTROL SYSTEM

The Company has an adequate system of intanal control relating to purchase,''repairs &
maintenance items commensurate with the size of the Company and nature of its
business. The Company has also Internal Control System for speedy compilation of
Accounts and Management Information Repats and to comply with applicable laws
and regulations. The Company has a well defined aganizational structure, authaity
levels and internal rules and regulations for conducting business transactions suitable
to the size of the business.

The Company has already formed an Audit Committee which met four times in a year.
Audit Committee also ensures proper compliance with the provisions of The
Companies Act, 2013 and also reviews the adequacy and effectiveness of the internal
control environment and monitors implementation of internal audit recommendations.
Besides the above, Audit Committee is actively engaged in overseeing financial
disclosures and in reviewngyourCom party''s risk management policies.

13.INTERNAL FINANCE CONTROLS

In accordance with Section 134(5) (e) of the Companies Act, 2013, the Company has
Intanal Financial Controls Policy by means of policies and procedures commensurate
with the size & nature of its operations and pertaining to financial reporting In
accordance with Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, it s haeby
confirmed that the Internal Financial Controls are adequate with reference to the
financial statements.

14. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blowa Policy to report genuine concerns a grievances
detrimental to the interest of the Company. The Whistle Blowa Policy/Vigil Mechanism
has been posted onthe website ofthe Company

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered intodurhg the financialyear were on an
arm''s length basis and in the ordinary course of business and the provisions of Section
188 of the Companies Act, 2013 are not attracted. Thae are no materially significant
related party transactions made by the Company with Promotas, Directors, Key
Managerial Personnel a other designated pasons which may have a potential conflict
with the interest of the Company at large. Thus, disclosure in Form AOC-2 was not
required. Details of transactions made are disclosed in financial statements. All related
party transactions are presented to the Audit Committee and the Board. Omnibus
approval of Audit Committee was obtained for the transactions which are foreseen and
repetitive in nature.

16.STATUTORY A UDI TORS AN DTHFIRRF PORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules
made there under M/s. P.L. Tandon & Co., Kanpur, Chartered Accountants, (ICAI
Registration No 000186C) were appointed as the Statutory Auditors of the Company to
hold office for five consecutive years starting from the conclusion of the 40th Annual
General Meeting (AGM) held on September 24, 2022 until the conclusion of the 45th
AGMofthe Company to be held in year 2027.

No frauds are reported by auditors under Section 143(12) of the Companies Act, 2013
in theAuditors'' Report forthefinancial Year ended3l” March, 2024.

There are no qualifications, reservations or adverse remarks or disclaimer made in the
Auditors'' Report for the financial year ended 31^- March, 2024 which requires any
clarification or explanation by the Board of Directors.

The Auditors'' Report is enclosedwith the financial statements in thisAnnual Report.
17.SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and the Rules
made there under, M/s. Banthia & Co, Practicing Company Secretary (CP No 1405),
Kanpur, were appointed to conduct the Secretarial Audit of the Company for the year
ended 31^-March, 2024.The Practicing Company Secretary has submitted his Report
on the secretarial audit which is annexed as Annexure I to this Directors'' Report. The
Secretarial Audit Report does not contain any adverse observation or qualification
requiring explanation or comments from the Board under Section 134(3) (f) of the
Companies Act, 2013. Further, he has been duly re-appointed to conduct the
Secretarial audit of the company for the Financial Year 2024-25.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BYAUDITORS
Pursuantto the provisions of Section 143(12)oftheCompaniesAct, 2013. no instance
of fraud has been reported by the auditors against the Company.

19. DIRECTORS* RESPONSIBILITY STATEMENT

Pursuantto Section 134(5)ofthe CompamesAct 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have
been followed with no material departure:

b) they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
andfair view of the stateof affairs of theCompany at the end of the financial year and
ofthe profit ofthe Company for the same period;

c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions ofthe Companies Act, 2013
fa safeguarding the assets ofthe Company and fa preventing and detecting fraud
andother irregularities,

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate and
are operating effectively; and

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

20. MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commlments made by the Company affecting the
financial position of the Company between the end of financial year and date of the
Report.

21. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS ORCOURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator a Court a
Tribunal impacting the going concern status and Company''s operations in future. On
reassessment of VAT cases For F.Y.2016-17& 2017-18, tax liability of 24.24 Lacs has
been assessed and adjusted against VAT refund due. The Company has filed appeal in
the matter before appropriate/competent authority. The Hon''ble Apex Court in similar
matter/ facts has ruled against the GST Department Hence all claims of GST are
extinguished and Company expects to get refund after the Department finalizes the
cases.

CHANGE INTHE NATURE OF BUSINESS

The Company had closed manufacturing operations in 2018. During the F.Y. 2021 -22 all
the plant and machineries and stores and spare parts have been sold. It has leased out
all godowns at year end of the Company situated at Akrampur-Magarwara, Distt.
Unnao. This continued fa 2023-24
22.STATUTORY DISCLOSURES:
i. CORPORATE GOVERNANCE

The Company is exempted from compliance of Corporate Governance provisions as
per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
iL ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3Ha) ofthe Companies Act, 2013 the
Annual Return as on 31'' March, 2024 is available on the website ofthe Company and
can be accessed atwww.khandelwalextractions.conVannouncements.html.
in. MEETINGS OFTHE BOARD AND COMM ITTEES HELD DURING THE YEAR

a. The Board of Directas met four times during the year on 27 05.2023,12.08.2023,

08.11.2023 and 10.02.2024. Allthe Directorswere present in all the meetings.

b. The Audit Committee famed under Section 177 of Companies Act, 2013, consisting
of Mr. Ashok Gupta, Chairman; Mr. Atul Bagla and Mr. KN.Khandelwal met four
times during the year on 27.05.2023, 12.08.2023, 08.11.2023 and 10.02 2024. All
the members were present in allthe meetings. PrakharPandeywasappointedw.e.f.

12.08.2023 and attended all meetings thereafter

c. During the year, Nomination and Remuneration Committee consisting of Mr. Ashok
Gupta, Chairman; Mr. Atul Bagla and Mr. K.N. Khandelwal met one time during the
year on 12.08 2023. All the members of the said committee were present in the
meeting.

d. The Stake Holders Relationship Committee consisting of Mr. Ashok Gupta,
Chairman; Mr. K.N. Khandelwal and Mr. Dinesh Khandelwal met once on

23.03.2024 to take note of investa complaints/grievances. All the members of the
said committee were present in the meeting.

e. Independent Directors held a meeting on 23.032024 to assess /evaluate the
performance of Chairman and Non-independent Directors and concluded their
satisfaction ontheir perfamances.

h. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is notapplicabletothe Company.

V. DISCLOSURE UNDER SECTION 186: LOANS AND INVESTMENTS

Loans and investments were made for deployment of surplus funds which are within the

limits as prescribed u/s 186 of the Companies Act, 2013. Details are given in financial

statements annexed in the Annual Report for F.Y 2023-24.

vL CONSERVATION OFENERGY

NotAppficable.

vil TECH NO LOGY ABSORPTION
NotAppli cable.

via IMPORTS / EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no import/export and no faeign exchange earnings and outgo incurred
during theyear under review.

ix. REMUNERATION RAID TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL
PERSONNAL

Details of remuneration paid to Directors, KMPs are given in Form No. MGT-7 (copy of
which is available on the website ofthe Company). Further, details as required under
Rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personneli Rules 2014 read with section 197(12) of the Act, are same as perprevious
year. The Board appointed Mr. Prakhar Pandeyas an additional director in the capacity
of Independent Directa w.e.f 12.08.2023 on the recommendations of Nomination and
Remuneration Committee. He was entitled to sitting fees as decided by the Nomination
and Remuneration Committee. Non-executive Directas have been paid only sitting
fees.

There was no employee getting salary in excess of the lim it as specified under Rule 5(2)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 read with section 197 (12) of the Act throughout or part ofthe year under review.

X. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

No complaint has been received under the afaesaid Act during the year under
reference.

23. ENVIRONMENT ANDSAFETY

In the present business there is no generation of pollution of any sort. Security
personnel are duly employed fa safety of godowns/assets.

24. LISTING OF EQUITY SHARES

The Equity shares continue to be listed with BSE Ltd. The Company has paid the
Annual Listing fee fa the year 2023-24 tothe said stock exchange.

25. DEM ATE RIAL IS ATI ON OF SHARES/APPOINTMENTOF RTA

The Company has necessary arrangements with National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable the
shareholders to demateralize their shareholding in the Company fa which they may
contact the Depository Participant of the above Depository. The Company''s I SIN No. is
INE687W01010.

M/s Alankit Assignments Limited, New Delhi continues as its Registrar and Share
Transfer Agent (RTA) fa providing services in respect of transfer and dematerialization
of securities of theCompany with NSDL/CDSL.

26. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT

The present leasing agreements of Godowns of the Company on rent are upto May
2025 and management expects fa extension/renewal ofthe agreement.

2/.COMPLIANCE Wl IH APPLICABLE SECRETARIAL SIANDAKD
The Company has complied with the applicable Secretarial Standards, SS-1 on
Meetings of the Board of Directas and SS-2, SS-3 and SS-4 on General Meetings and
Board Meeting issued bythe Instituteof Company Secretaries of India.

28. ACKNOWLEDGMENT

Your Directors thank all the Stakeholders including employees for their continued
support to your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Kanpur ^KNKSp^LZ

Date: 12.08.2024

---

Mar 31, 2015

To Dear Members,

The Directors have pleasure in presenting Company's 33rd Annual Report and Audited Financial Statements for the financial year ended March 31-, 2015.

1 FINANCIAL RESULTS (Rs. in Lacs)

Sales and other Income 1196.90

Loss before Interest and Depreciation 12.17

Add: Interest 33.37

Depreciation 3.44

Tax Expenses (15.32) (including Deferred Tax)

Loss after Tax 33.66

Balance as per last account 117.95

Amount available for Appropriations 84.29

Dividend on preference Shares 0.32 (including Tax)

Balance carried to Balance Sheet 83.97

2. HIGHLIGHTS OF PERFORMANCE

Financial Year 2014-15 has been the worst year in the history of the Company when it recorded a net loss of Rs. 48.99 lacs on a turnover of Rs. 1163.49 lacs. The operations were badly affected due to poor off take of end products especially the deoiled meals. Global conditions affected the demand and industry has been hard hit and was forced to carry huge inventory of deoiled meals to new season and sell at unremunerated prices. The company though a small Company but being a listed one , is also burdened with steep increase in expenditure on compliances of various laws and listing fee as demanded by BSE. It is a matter of satisfaction that the margins during season time remain stable and your Company could recover part of losses in the last quarter.

However, this trend started to decline in new fiscal. Further, prediction of weak monsoon especially in Northern India has added to the woe of the company for of supply of rice bran, its main raw material, dependent on reasonable produce of paddy requiring good rains. The management therefore keeps its fingers crossed and pray for good monsoon.

3. DIVIDEND

Due to losses during the year, dividend on Equity Shares is not recommended. As per advice of experts and also considering liquidity constraints, the Directors have decided not to recommend the dividend on Cumulative Redeemable Preference Shares for financial year 2014-15 out of past accumulated profits. The dividend on Cumulative Preference Shares is a fixed liability hence is kept in arrear. However the dividend amounting to Rs. 32380/- (including Dividend Distribution Tax) was paid on redemption of 10%, 5000 Cumulative Redeemable preference Shares of Rs. 100/- each for the period 01.04.2014 to 14.10.2014 out of past accumulated profits in accordance with section 124 read with prescribed rules thereon and is to be approved by the shareholders at the ensuing Annual General Meeting.

4. SHARE CAPITAL

As per resolution passed in last Annual General Meeting, the Company's Authorized Capital was increased from Rs. 150 lacs to Rs.200 lacs by adding Rs. 5 lacs comprising of 50,000 10.5% Cumulative Redeemable Preference Shares of Rs 100 each. Further during FY 2014-15 the Company has redeemed 5000, 10% Cumulative Preference Shares of Rs 100 each on the maturity date ie 15-10-2014 out of proceeds of fresh issue of 12% 5000 Cumulative Redeemable Preference Shares of Rs 100 each allotted on 10.10 2014. Thus paid up Preference Share Capital as on the date of the Balance sheet stands unchanged at Rs. 40 lacs.

5. FIXED DEPOSITS

The Company discontinued the acceptance of Deposits from 01.04.2014 and repaid fully all the outstanding amount of Deposits and nothing remains unclaimed as well as unpaid as on 31.03.2015.

6. SUBSIDIARIES

Your Company does not have any subsidiary within the meaning of the Companies Act, 2013

7. DIRECTORS, KEY MANAGERIAL PERSONNEL

a) With the coming in force of the Companies Act, 2013 the existing Independent Directors namely Mr. Ashok Gupta (DIN 00135288), Mr. Atul Bagla (DIN: 00159563 ), Mr. Anil Kamthan(DIN: 00159819) were appointed as Independent Directors for 5 years up to date of AGM 2019. Mrs. Rekha Kejriwal (DIN: 06889864), a qualified Company Secretary , has been appointed as Women Director on the Board. Her appointment as Independent Director was also regularized at the last AGM for five years till AGM 2019. Mr. Dinesh Khandelwal has been designated as Director Finance and CFO w.e.f 1st April, 2014 for 3 years which was also approved by the members at the last Annual General meeting. Mrs. Liza Arora, a qualified Company Secretary, has been appointed to act as Company Secretary and Compliance Officer during the year. Mr. Dinesh Khandelwal (DIN: 00161831) is liable to retire on rotation and being eligible offers for reappointment. His particulars are given the Notice of AGM. Your Directors recommend the resolution of his appointment for your approval.

b) 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.

c) At the time of appointment of a Director , a formal letter of appointment is given to him which interalia explains the role, function, duties expected from him as a Director of the Company. The Director is also explained in details of compliances required from him under the Companies Act, 2013, Listing Agreements and other relevant regulations and he is briefed about the Company's business, manufacturing process, industry scenario etc.

8. BOARD EVALUATION

In terms of Schedule IV to the Companies Act, 2013 Board has carried out an annual performance evaluation of all its Independent Directors and the Independent Directors evaluated the performance of Chairman and Non Independent Directors. The Board also evaluated the functioning/performance of various Committee of Directors and expressed their satisfaction with their functioning / performance.

9. REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination and Remuneration Committee has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management/Mid Junior Level Personnel of the Company. The Policy covers the criteria for selection and appointment of Board Members and Senior management and their remuneration. The Company's Remuneration Policy is based on the principles of (i)Pay for Responsibility and Duties, (ii)Pay for Potential and (iii) Pay for growth of the Company,

The Nomination and Remuneration Committee is vested with powers to determine yearly increments/salary increase of Executive Directors/ KMPs and one level below based on their performance and contribution towards profitability and sustainability of company. Non Executive Directors are paid only sitting fee which is decided by Nomination & Remuneration Committee.

10. RISK MANAGEMENT POLICY

The Company has formulated the Risk Management Policy in accordance with the Companies Act, 2013 which is reviewed by the Board from time to time. The Company has indentified the External/Internal Risks which may impact the operations of the business/Company. The Company's unit being agro based and its products are subject to wild price fluctuations. The availability of raw material is dependent upon monsoon. Global conditions and Government policy also play important role in regulating the prices of Company's end products and consequently affect the Company's profitability. Executive Management keeps a close watch on these external risk factors while taking decisions relating to operations. The management has taken all possible measures to cover up and minimize the internal risks such as business, event, financial, human , environment and statutory compliance.

11. INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control relating to purchase of stores, raw materials including components plant & machinery, equipment and other similar assets and for the sale of goods commensurate with the size of the Company and nature of its business. The Company has also Internal Control System for speedy compilation of Accounts and Management Information Reports and to comply with applicable laws and regulations. The Company has a well defined organizational structure, authority levels and internal rules and regulations for conducting business transactions.

The Company has already formed an Audit Committee which met three times in the year. Audit Committee ensures proper compliance with the provisions of the Listing Agreement with Stock Exchange, Companies Act, reviews the adequacy and effectiveness of the internal control environment and monitors implementation of internal audit recommendations. Besides the above, Audit Committee is actively engaged in overseeing financial disclosures and in reviewing your Company's risk management policies.

12. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances detrimental to the interest of the Company. The Whistle Blower Policy has been posted on the website of the Company.

13. RELATED PARTYTRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of Companies Act, 2013 are not attracted. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 was not required. Details of Transactions made are disclosed in financial statements.

14. AUDITOR'S REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors' Report which requires any clarification or explanation.

15. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under, M/s. Banthia & Co, Practicing Company Secretary (C P No. 1405), Kanpur , has been appointed to conduct a Secretarial Audit of the Company. The Practicing Company Secretary has submitted his Report on the secretarial audit which is annexed to this Board's Report. The Board noted that two forms MGT 10 for change in promoters holdings have not been filed. The same is required to be filed within 15 days of the event. The transfer of shares took place in June 2014, where as the said Form MGT-10 was made available for filing by MCA in November 2014, hence was not possible to file in accordance with the relevant provisions of the Act.

16. STATUTORY AUDITORS

M/S. P.L. Tandon & CO. , Kanpur Chartered Accountants, (ICAI Registration No 000186C), will retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the same period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate and are operating effectively; and

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

18. MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments made by the company affecting the financial position of the company between end of financial year and date of the Report.

19. STATUTORY DISCLOSURES:

i. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as required under Section 134 (3) (a) of the Companies Act, 2013 is annexed hereto as Annexure.

ii. MEETINGS OFTHE BOARD AND COMMITTEE HELD DURINGTHE YEAR

a. The Board of Directors met 4 times during the year on 27.05.2014 , 29.07.2014, 01.11.2014, and 05.02 .2015. All the Directors were present in all the meetings.

b. In compliance with Section of 178 of Companies Act 2013 , the Company constituted Audit Committee consisting of Mr. Ashok Gupta as its Chairman , Mr. Atul Bagla and Mr. K N Khandelwal . Both Mr. Ashok Gupta and Mr. Atul Bagla are independent Directors and all three members are qualified Chartered Accountants and have vast experience in the field of Accounts and Finance. A total of three Audit Committee Meetings were held during the year on 29.07.2014, 01.11.2014 and 05.02.2015. All the Directors were present in all 3 meetings.

c. During the year, Remuneration Committee was renamed and reconstituted. Mr. Ashok Gupta an Independent Director was elected as Chairman. Other members include Mr. Atul Bagla and Mr. Anil Kamthan (both Independent Directors) while K N Khandelwal ,non Executive Director, continued as member . Total two Meetings were held during the year on 27.05.2014, 01.11.2014.All the members were present in both the meetings.

d. The Shareholders Grievance Committee has been renamed as Stake Holders Relationship Committee with Mr. K N Khandelwal, Mr. Anil Kamthan and Mr. Dinesh Khandelwal as it's members. The Committee met once on 05.02.2015 and found that no complaints was received from any investor/depositor during the year.

e. Independent Directors held a meeting on 05.02.2015 to assess /evaluate the performance of Chairman and Non Independent Directors and concluded their satisfaction on their performances.

iii. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility is not applicable to the company.

iv. DISCLOSURE UNDER SECTION 186: LOANS AND INVESTMENTS Loans and investments were made for deployment of surplus funds which are within the limits as prescribed u/s 186 of the Companies Act, 2013. Details are given in financial statement.

v. CONSERVATION OF ENERGY

Information required in "Form A" is not being given as our unit does not fall under specified industry mentioned in the relevant schedule.

vi. TECHNOLOGY ABSORPTION

The Company's plant has been designed on the continuous process technology of M/s. Extractions Technik, Gmbh, Germany. No expenditure has been incurred in in-house research and development.

vii. IMPORTS / EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no import/export and no foreign exchange earnings and outgo incurred during the year under review.

viii. REMUNERATION PAID TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL PERSONNAL

Details of remuneration paid to Directors, KMPs are given in Form No. MGT- 9. Further, details as required under Rule 5(1) & (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with section 197 of the Act, is given in Annexure. Executive directors have been paid minimum remuneration as approved by the Shareholders.

ix. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION) PROHIBITION AND REDRESSAL) ACT, 2013 No compliant has been received under the aforesaid Act during the year under reference.

20. ENVIORNMENT AND SAFETY

The Company being conscious of the importance of making the environment clean and safe has taken all necessary steps for making the environment clean and all approvals under pollution Control Act/Factories Act/Explosive Licenses/Fire and Safety Rules/other licenses ,when and where necessary. are in place.

21. LISTING OF EQUITY SHARES

Consequent upon dispension of activities by U.P Stock Exchange Association Limited, the Company's Equity Shares are automatically delisted with UPSE. However, the shares continue to be listed with BSE. The Listing fee for the year 2014-15 is duly paid.

22. ACKNOWLEDGMENTS

Your Directors thank Customers, Vendors, employees and all the Stakeholders for their continued support to your Company's performance and growth.

Place: Kanpur Date: 28 July, 2015 FOR AND ON BEHALF OF THE BOARD K N KHANDELWAL

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Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their Annual Report and audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

2013-14 Rs./Lacs

Sales and other Income 1644.54

Profit before Interest and Depreciation 70.89

Less : Interest 23.82

Depreciation 3.08

Profit before Tax 43.99

Tax Expenses 13.89 (Including Deferred Tax )

Profit after Tax 30.10

Balance as per last account 93.26

Amount available for Appropriations 123.36

APPROPRIATIONS

Dividend on Preference Shares 5.41 (including tax)

Balance carried to Balance Sheet 117.95

OPERATIONS:

During the year Company achieved turnover of Rs.1644.54 lacs and recorded profit before tax at Rs.43.99 lacs. As reported last year, the margins during last season were under great pressure due to high prices of raw materials without commensurate increase in selling prices which affected the profitability of year under review. The forecast of el nino shall cast it''s shadow on agro based industry in the new season. Much shall depend upon it''s impact in areas near to your plant as the availability of raw materials for your plant is linked to paddy crop.

DIVIDEND:

Your directors, during the year, paid a dividend of Rs. 53517(including tax Rs. 7775) on 5000 10% Preference Shares of Rs. 100/ - each (series l) which matured on 1.03.2014 and were redeemed along with dividend due. Your Directors recommend a dividend of Rs.487565/- (including Rs.70825/- Tax on Dividend) on 5000 Preference Shares of Rs.100/- each of II (second) series @ 10% and 30000 Preference Shares of Rs.100/- each of Series - I @ 12% for the financial year 2013-2014 and on 5000 Preference Shares of Rs. 100/- each of series II (second) for the period from 19.02.2014 to 31.03.2014 @12%.

With a view to conserve funds, your Directors do not recommend any dividend on Equity Shares for the year.

FINANCE:

a) During the year, the Company has redeemed 5000 10% cumulative Redeemable Preference Shares of Rs. 100/- each of series l on maturity date ie 1.03.2014 out of proceeds of issue of 5000 12% Cumulative Redeemable Preference Shares of Rs 100 /- each.(series II)

b) (i) Your Directors propose to issue 50000 10.5%% Cumulative Redeemable Preference Shares of Rs.100 each to raise funds to augment it''s resources for working capital and repayment of fixed deposits to comply with the provisions of section 74 of The Companies Act 2013. This will need alteration of Memorandum of Association of the company for increasing Authorised Capital of the company. Your approval is sought to the resolutions included in the notice in this regard.

(ii) 5000-12% Cumulative Redeemable Pref. shares of Rs. 100/- each series-III and the proceeds thereof to be utilized in redemtion of 500-10% Cumulative Redeemable Pref. shares of Rs. 100/- each series-II falling due for maturity on 15th Oct. 2014. Your approval is sought to the resolutions included in the noticve in this regard.

PUBLIC DEPOSITS:

The Company is not accepting deposits from public but has accepted deposits from friends, relatives and business associates during the year and has filed statement in lieu of advertisement. There was no unclaimed deposit as on 31.03.2014. Your company have decided to discontinue acceptance of deposits after commencement of Companies Act 2013.

LISTING OF SHARES:

Company''s equity shares continued to be listed with Bombay and U.P.Stock Exchanges.

The listing fees are duly paid.

CONSERVATION OF ENERGY:

Information required in Form "A" is not being given as our unit does not fall under specified industry mentioned in the relevant schedule.

TECHNOLOGY ABSORPTION:

The Company''s plant has been designed on the continuous process technology of M/s. Extraktions Technik, Gmbh, Germany. No expenditure has been incurred on in-house research and development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no foreign exchange earnings and outgo during the year under review.

DIRECTORS:

a. Mr. V N Khandelwal (DIN 00161893) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. In order to comply the requirement of Section 149 of the Companies Act 2013, the Board has reappointed Mr. Dinesh Khandelwal (DIN 00161831)as Director Finance and Chief Financial Officer of the Company w.e.f 1.04.2014 for a period of 3 years subject to approval of the members.

b. Mr. Ashok Gupta(DIN 00135288), Mr. Atul Bagla(DIN 00159563) and Mr. Anil Kamthan(DIN 00159819) have completed their term of five years and as per the provisions of Companies Act 2013 they are to be appointed as Independent directors. The Board after considering their qualifications and experience in the field of commerce, finance and company law matters have approved for their appointment as Independent Directors for a term of five years i.e. up to conclusion of Annual General Meeting 2019. . Further, Mrs.Rekha Kejraiwal (DIN 06889864 )was appointed by the Board as additional Director to comply with the provisions of Section 149(1) of Companies Act 2013 who holds the office till conclusion of the ensuing Annual General meeting. She is a qualified Company secretary and has rich experience in various commercial fields. The Board has recommended her appointment as Independent Director for a term of five years up the date of AGM 2019. Resolutions in respect of above are being recommended for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the Companies Act,1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

PERSONNEL:

i. Industrial relations remained cordial throughout the year.

ii. There was no employee getting monthly remuneration of maximum permissible limit prescribed under Section 217 (2A) of the Companies Act, 1956 during the year which needed disclosure.

AUDITORS:

The Auditors, M/s. P.L. Tandon & Co., Chartered Accountants, Kanpur will retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to this effect.

SECRETARIAL COMPLIANCE CERTIFICATE :

In terms of Section 383 A of the Companies Act 1956, Secretarial Compliance Certificate issued by a Practicing Company Secretary is annexed hereto as part of Directors'' Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for support and co-operation received from Kotak Mahindra Bank Ltd. and to all employees for their sincere and hard work.

FOR AND ON BEHALF OF BOARD

Place: Kanpur K N KHANDELWAL Date: 29th July, 2014 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in submitting their Annual Report and audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS 2011-12

Rs/Lacs

Sales and other Income 1658.77

Profit before Interest and Depreciation 46.72

Less : Interest 26.92

Depreciation 3.51

Profit before Tax 16.29

Tax Expense 4.24

(Including Deferred Tax and written back)

Profit after tax 12.05

Balance as per last account 47.50

Amount available for appropriations 59.55

APPROPRIATIONS

Dividend on Preference Shares 5.35

(including tax)

Balance carried to Balance Sheet 54.20

OPERATIONS:

During the year under review, despite higher volumes and higher turnover the profit was lower at Rs.16.29 lacs due to lower margins and poor off take of Deoiled Meals during off season. Heavy inventory had to be carried forward to new season. Lower Interest earning also had an adverse impact on profitability.

The new season have started with high expectations and with improved margins. Management expects this trend to continue in off season as rupee parity to dollar should hold the prices firm.

DIVIDEND:

Your Directors recommend a dividend of Rs. 5,34,623/- (including Rs. 74,623/- Tax on Dividend) on 5000 Preference Shares of Rs. 100/- each of I and II series @ 10% and 30000 Preference Shares of Rs. 100/- each of Series-I @ 12% for the financial year 2011-12 .

With a view to conserve cash, your Directors do not recommend any dividend on Equity Shares for the year.

PUBLIC DEPOSITS:

The company is not accepting deposits from public, but has accepted deposits from friends, relatives and business associates and has filed statement in lieu of advertisement. There was no unclaimed deposit as on 31.03.2012.

LISTING OF SHARES

Company's equity shares continued to be listed with Bombay and U.P. Stock Exchanges.

CONSERVATION OF ENERGY:

Information required in Form "A" is not being given as our unit does not fall under specified industry mentioned in the relevant schedule.

TECHNOLOGY ABSORPTION:

The Company's plant has been designed on the continuous process technology of M/s. Extraktions Technik, Gmbh, Germany. No expenditure has been incurred on in-house research and development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no foreign exchange earnings and outgo during the year under review.

DIRECTORS:

Two of your directors namely Mr.Dinesh Khandelwal and Mr.Ashok Gupta will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of provisions of Section 217(2AA) of the Companies (Act) 1956, your Directors confirm as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) that the Directors had taken proper and sufficient care 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 other irregularities.

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

PERSONNEL:

i) Industrial relations remained cordial through out the year.

ii) There was no employee getting monthly remuneration of maximum permissible limit prescribed under Section 217 (2A) of the Companies Act, 1956 during the year which needed disclosure.

AUDITORS:

The Auditors, M/s. P.L. Tandon & Co., Chartered Accountants, Kanpur will retire at the ensuing Annual General Meeting and-are eligible for re-appointment. They have furnished a certificate to this effect.

SECRETARIAL COMPLIANCE CERTIFICATE:

In terms of Section 383 A of the Act, Secretarial Compliance Certificate issued by a Practicing Company Secretary is annexed hereto as part of Directors' Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for support and co-operation received from The Federal Bank Ltd. and to all employees for their sincere and hard work.

By Order of the Board of Directors For KHANDELWAL EXTRACTIONS LIMITED

Sd/- V. N. KHANDELWAL Director (Works)

Sd/- DINESH KHANDELWAL Director (Finance)

Place: Kanpur Date : 30th May, 2012

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Mar 31, 2010

The Directors have pleasure in submitting their Annual Report and audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

2009-10

Rs./Lacs

Sales and other Income 881.69

Profit before Interest and Depreciation 71.65

Less : Interest 16.63

Depreciation 3.47

Profit before Tax - 51.55

Provision for Tax 16.24

(Including Deferred Tax)

Profit.after tax 35.31

Balance as per last account 29.12

Amount available for appropriations 64.43

APPROPRIATIONS

Dividend on Preference Shares 5.37

(including tax)

Transfer to General Reserve 25.00

Balance carried to Balance Sheet 34.06

OPERATIONS:



During the year under review profit before tax was at Rs.51.55 Lacs compared to Rs.34.72 Lacs in previous year. The production during the year was lower at 6852 MT compared to 11743 MT during the previous year. Similarly, corresponding to lower production sales and other income was also lower at Rs.881.69 Lacs compared to Rs.1415.55 Lacs in previous year. Low availability of rice bran has an effect on production and sales. Despite several odds, your company has been able to earn higher profit on a lower turnover with increase in other income.

DIVIDEND:

Your Directors recommend a dividend of Rs.5,36,400A (including Rs.76,400/- Tax on Dividend) on 5000 Preference Shares of Rs.100/- each of first and second series @ 10% and 30000 Preference Shares of Rs.100/each of Series I @ 12% for the financial year 2009-10.

With a view to conserve cash, your Directors do not recommend any dividend on Equity Shares for the year.

MANAGEMENTS PERCEPTION:

The Companys business being agro based is basically full of uncertainties. Last season has been the worst during last decade due to severe draught in nearby locations of companys plant which affected availability of raw materials. Further due to substantial price rise of raw materials, it was not feasible to create a buffer stock of raw material for running the plant in off season starting from April. These factors shall have adverse effect on companys working results of the fiscal 2010-11.

PUBLIC DEPOSITS:

The company is not accepting deposits from public, but has accepted deposits from friends, relatives and business associates and has filed statement in lieu of advertisement. There was no unclaimed deposit as on 31.3.2010.

LISTING OF SHARES

Companys equity shares continued to be listed with Bombay and U.P.Stock Exchanges.

CONSERVATION OF ENERGY:

Information required in Form "A" is not being given as our unit does not fall under specified industry mentioned in the relevant schedule.

TECHNOLOGY ABSORPTION:

The Companys plant has been designed on the continuous process technology of M/s. Extraktions Technik, Gmbh, Germany. No expenditure has been incurred on in-house research and development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no foreign exchange earnings and outgo during the year under review.

DIRECTORS:

Two of your Directors namely Mr.Ashok Gupta and Mr.AtuI Bagla will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

In terms of provisions of Section 217(2AA) of the Companies (Act) ,1956 your Directors confirm as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act,1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

PERSONNEL:

i) Industrial relations remained cordial through out the year.

ii) There was no employee getting monthly remuneration of maximum permissible limit prescribed under Section 217 (2A) of the Companies Act, 1956 during the year which needed disclosure.

AUDITORS:

The Auditors, M/s. P.L. Tandon & Co.. Chartered Accountants,Kanpur will retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to this effect.

SECRETARIAL COMPLIANCE CERTIFICATE :

In terms of Section 383 A of the Act, Secretarial Compliance Certificate issued by a Practising Company Secretary is annexed hereto as part of Directors Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for support and co-operation received from The Federal Bank Ltd. and to all employees for their sincere and hard work.



By Order of the Board of Directors

For KHANDELWAL EXTRACTIONS LIMITED

Sd/- Sd/-

DINESH KHANDELWAL V. N. KHANDELWAL

Director (Finance) Director (Works)

Place: Kanpur

Date: 29th May, 2010