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A Oneindia Venture

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

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Khemani Distributors & Marketing Ltd.

Mar 31, 2025

Your Directors are pleased to present the 14^th Annual Report of the Company together with the Audited Financial Statements and Auditors'' Report for the Financial Year 2024-25.

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS: -

The Standalone Financial Statements for the F.Y. ended 31^st March, 2025, forming part of this Annual Report, have been prepared in accordance with the Generally Accepted Accounting Principles in India (''Indian GAAP'') to comply in all material respects with the notified Accounting Standards (''AS'') prescribed under Section 133 of the Companies Act, 2013 ("Act") and other recognized accounting practices and policies to the extent applicable. The Company''s performance during the F.Y. under review as compared to the previous F.Y. is summarized below:

(Amount in lacs)
Particulars	FY - 2024-25	FY - 2023-24
Revenue from Operations	8756.24	9793.85
Other Income	455.60	1401.93
Total Income	9211.84	11195.78
Total Expenses	7404.04	7359.40
Profit / (Loss) Before Tax & Exceptional Items	1807.80	3836.38
Less: Exceptional items	0.00	0.00
Profit / (Loss) Before Tax	4 1807.80	3836.38
Less: Tax Expense:
- Current Tax	438.00	723.13
- Deferred Tax	0.15	0.32
Net Profit / (Loss) After Tax	1369.65	3112.92

During the year, your Company has recorded a Total Income of Rs. 9211.84 Lacs as compared to that of the previous year which was Rs. 11,195.78 Lacs. Accordingly, the Profit after tax of the Company was Rs. 1369.65 Lacs as compared to the Profit after tax of the previous year Rs. 3112.92 Lacs.

Your Directors are hopeful and committed to improve the profitability of the Company in the coming year. The Directors are aiming to achieve this by the provision of quality services, wide-spreading its services, the addition of new services into its portfolio, and capitalizing on the opportunities provided by the industry and the market.

2. TRANSFER TO RESERVES: -

Total of profit amounting to Rs. 1369.65 Lacs has been transferred to Reserves.

3. DIVIDEND: -

With the company currently in a growth phase and focused on expanding its operations, the Board of Directors believes it is prudent to reinvest the earnings into business. Therefore, no dividend has been proposed for the year ended March 31, 2025.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

5. DEPOSITS: -

During the year under review, the Company has not accepted any deposit from the public falling within the ambit of section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. BOARD OF DIRECTORS: -

The Board of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of Act and SEBI Listing Regulations. All the Directors possess extensive experience and specialized knowledge in various sectors, encompassing finance, accountancy, and other relevant areas.

During the year under review, there has been no change in the Board of Directors of the Company.

As on 31^st March, 2025, the Board of your Company consists of Six (6) Directors as follows:
Sr. No.	Name of Director and DIN	Status
1.	Mr. Vijaykumar Mangturam Khemani (DIN:02227389)	Chairman Executive Director
2.	Mr. Amitkumar Vijaykumar Khemani (DIN:02227413)	Executive Director
3.	Mrs. Anupa Amitkumar Khemani (DIN:07360209)	Non-Executive Director Non-Independent Director (Woman Director)
4.	Mr. Amit Mahavirprasad Jain (DIN:07368746)	Independent Director
5.	Mr. Balkishan Ramsnehi Agarwal (DIN:07403295)	Independent Director
6.	Mr. Mukeshkumar Devidutt Kabra (DIN:07987025)	Independent Director

S Mr. Amitkumar Vijaykumarji Khemani (DIN: 02227413), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

S Appointment of Mrs. Pratibha Pankaj Gulgulia (07121815) was made after the completion of financial year and is proposed to be regularized as an Independent Director in the ensuing Annual General Meeting.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of SEBI or MCA or any other such Regulatory Authority.

None of the Director is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Directors on the Companyâs Board is a Member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees (Committees being, Audit Committee and Stakeholders'' Relationship Committee) across all the Companies in which he/she is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies as on 31^stMarch, 2025.

7. KEY MANAGERIAL PERSONNEL: -

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2025, are:

	Sr. No.	Name		Designation
	1.	Mr. Vijaykumar Mangturam Khemani (DIN:02227389)	Chairman & Managing Director
	2.	Mr. Amitkumar Vijaykumar Khemani (DIN: 09997413)	Whole Time Director CFO		&

3.		Ms. Charmi Soni	Company Secretary & Compliance Officer

During the Year under review, Ms. Meghavi Gonawala has resigned from the post of Company Secretary and Compliance Officer with effect from 14^th February, 2025.

Further Ms. Charmi Soni who is an associate member of the Institute of Company Secretaries of India appointed as a Company Secretary and Compliance Officer with effect from 15^st February, 2025.

8. COMPOSITION OF COMMITTEES OF BOARD AND ITS MEETINGS: -

The details pertaining to the composition of Committees of the Board and their meetings held during the year are provided in Annexure-1.

9. MEETINGS OF BOARD OF DIRECTORS/BOARD MEETINGS: -

During the financial year ended on 31^st March, 2025, four (4) Board meetings were held. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Details of Board Meetings held during the year:
Sr. No.	Date of Meetings		Board Strength		Directors'' Present
1	02/05/2024		6		6
2	26/08/2024		6		5
3	24/10/2024		6		6
4	15/02/2025		6		5
Attendance of Directors at the Board Meetings and at last AGM:

Name of Directors		No. of Board Meetings held and attended during the FY - 2024-25			Whether Last AGM attended
		Held		Attended
Vijaykumar Khemani		4		3	Yes
Amitkumar Khemani		4		4	Yes
Anupa Khemani		4		4	Yes
Amit Jain		4		4	Yes
Balkishan Agarwal		4		4	Yes
Mukeshkumar Kabra				3	Yes

10. GENERAL MEETINGS: -

During the year under review, 13^th Annual General Meeting of the Company was held on 20^th

September, 2024. No Extra-Ordinary General Meeting was held during the year.

11. DECLARATION FROM INDEPENDENT DIRECTORS: -

The Company has received Declarations from all the Independent Directors confirming that:

â¢ they meet the criteria of independence as prescribed under the provisions of the Companies Act, read with the Schedule and Rules issued thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

â¢ they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and formulated by the Company; and

â¢ they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act, and the rules made thereunder and are independent of the management.

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS: -

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on October 24, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

13. BOARD EVALUATION: -

In accordance with the provisions of the Companies Act, 2013 and the corporate governance requirements stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has undertaken an annual evaluation of its own performance, the functioning of its committees, and that of individual directors.

The evaluation process was carried out based on the criteria laid down by the Nomination and Remuneration Committee (NRC), which covered various parameters such as the composition and structure of the Board and its committees, the effectiveness of meetings, access to relevant information, and overall functioning.

Inputs were sought from all directors and committee members to assess the performance of the Board and its committees. The performance of individual directors was reviewed by the Board and the NRC, based on parameters including knowledge, skillset, experience, level of engagement, time commitment, and their understanding of roles, responsibilities, and long-term strategic issues facing the Company. The Chairman''s performance was also assessed with reference to his leadership and role-specific responsibilities.

A separate meeting of Independent Directors was held to evaluate the performance of the NonIndependent Directors, the Board as a whole, and the Chairperson, after considering the inputs from both Executive and Non-Executive Directors.

Subsequently, the outcome of the Independent Directorsâ meeting and the overall performance evaluation was discussed at the following Board meeting. The performance of Independent Directors was evaluated by the entire Board, excluding the Independent Director being evaluated.

14. DIRECTORSâ RESPONSIBILITY STATEMENT: -

Pursuant to the provisions of Section 134 (3) (c) and 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 the year ended 31^st March, 2025, the

applicable accounting standards have been followed and no material departures have

been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31^st March, 2025 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a "going concern" basis;

(v) the internal financial controls laid down are properly followed and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

15. SHARE CAPITAL: -Authorised Share Capital:

The Authorised Share Capital of the Company is Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakh Only) divided into 2,30,00,000 (Two Crore Thirty Lakh) equity shares of Rs. 5/- (Rupees Five) each.

Issued and Paid Up Share Capital:

The Company has Paid-Up Share Capital of Rs. 11,48,70,000/- (Rupees Eleven Crore Forty-Eight Lakh Seventy Thousand) consisting of 2,29,74,000 (Two Crore Twenty-Nine Lakh Seventy-Four Thousand) equity shares of Rs. 5/- each as on 31^st March, 2025.

There has been no change in the Equity Share Capital of the Company during the financial year ended 31^st March, 2025.

16. RELATED PARTY TRANSACTIONS: -

Your Board endeavors that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm''s length basis only.

accordance with the provisions of the Act and the rules made thereunder. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, details that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is attached herewith as Annexure-2.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: -

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: -

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time-to-time, are provided in Annexure-3.

During the year, none of the employees received remuneration in excess of the prescribed limit in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

19. CORPORATE GOVERNANCE: -

Pursuant to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Compliance with the Corporate Governance provisions shall not apply in respect of the Companies listed on SME platform of exchange. Since Our company is listed on BSE SME platform of the exchange, hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

20. STATUTORY AUDITORS: -

At the 10^th Annual General Meeting held on 22^nd September, 2021, the Members approved the appointment of M/s. B Chordia & Co., Chartered Accountants (FRN: 121083W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 15^th AGM.

M/s. B Chordia & Co. is a Partnership and Peer Review Certified Chartered Accountants Firm. The Firm/Partners have rich experience in Statutory, Concurrent, Revenue & Inspection Audits among Banking Sector and other Private/Listed Companies.

21. INTERNAL AUDITORS: -

M/s. Ravindra Dhakar & Associates, Chartered Accountants, Surat were appointed as the Internal Auditors of the Company for the FY - 2024-25 in the Board Meeting held on 02^nd May 2024, in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts)

Rules, 2014. The auditors have carried out Internal Audit during the FY 2024-25. Their reports were reviewed by the Audit Committee.

22. SECRETARIAL AUDITORS: -

The Board had appointed Mr. Bhaveshkumar Rawal, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the financial year 2024-25.

Based on the recommendation of the Audit Committee, the Board proposes to appoint Mr. Bhaveshkumar Rawal, Company Secretary in Practice (FCS - 8812, COP - 10257), who is also a Peer Reviewed Company Secretary, as the Secretarial Auditor of the Company, for a term of five consecutive financial years, commencing from April 1, 2025 and ending on March 31, 2030. This appointment is being made pursuant to the recent amendment to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as notified under the SEBI (LODR) (Third Amendment) Regulations, 2024, effective from April 1, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2025, as issued by Mr. Bhaveshkumar Rawal, is attached to this report as Annexure 4.

The observations made in the Secretarial Audit Report and the corresponding explanations/clarifications provided by the Board of Directors, wherever necessary, are selfexplanatory and do not call for any further comments.

23. COST AUDITORS: -

The Company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

24. COMMENTS ON AUDITOR''S REPORT: -

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31^st March, 2025. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments. The said Auditors'' Report for the financial year ended 31^st March, 2025 on the financial statements of the Company forms part of this Annual Report.

The notes referred to in the Auditorâs Report are self-explanatory and as such they do not call for any further explanation.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: -

The information on Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as below:

Particulars	FY - 2024-25	FY - 2023-24
Conservation of Energy	â¢ The Company is engaged in Trading Sector. â¢ The Company is using electricity and generators in office and Regular steps have been taken to improve energy consumption by using LED lights in office premises. â¢ Your Company is using Electricity as source of energy only.
Technology Absorption	NIL
Foreign Exchange Earnings	NIL
Foreign Exchange Expenditure	NIL

26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY: -

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the Board''s Report. The detailed report forms part of Independent Auditors Report.

27. CORPORATE SOCIAL RESPONSIBILITY [CSR]: -

The report on CSR activities is attached to this report as Annexure-5. The total obligation of the Company towards CSR Expenditure for the Financial year 2024-25 was Rs. 34,90,608/- against which the Company has spent Rs. 35,00,000/-.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY: -

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism / Whistle Blower Policy is available on the Company''s website www.khemanigroup.net. During the year under review, there were no instances of whistle blowers.

29. MANAGERIAL REMUNERATION: -

The Company has paid Rs. 10,80,000/- as Remuneration to the Directors during the year:

Sr.

No.

Name of Directors

Designation

Remuneration (in Rs.)

Mr. Vijaykumar Khemani

Chairman & Managing Director

1,80,000/- p.a

Mr. Amitkumar Khemani

Whole Time Director & CFO

9,00,000/- p.a

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: -

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women''s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

â¢ No. of Complaints received: 0

â¢ No. of Complaints disposed: 0

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report capturing your Company''s performance, industry trends and other material changes with respect to your Company is attached to this report as Annexure-6.

32. MATERIAL CHANGES: -

There have been no material changes and commitments, affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

However, the mandatory offer for sale was made by Mr. Vijaykumar Khemani to achieve and comply with Minimum Public shareholding of 25%.

33. RISK MANAGEMENT: -

In today''s economic environment, Risk management is a very important and integral part of the Company''s strategy and for the achievement of our long-term goals. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The risk management policy is placed on the company''s website.

During the year under review the company has developed and effectively implemented the risk management policy, a statement of which including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3)(n) of Companies Act, 2013, has been annexed as Annexure 7.

34. CHANGE IN THE NATURE OF BUSINESS: -

For sustained growth in the future, Company wants to rely on its main business only. Hence, there is no change in the nature of the business of the Company during the year.

35. INSURANCE: -

Your Company has taken appropriate insurance for all assets against foreseeable perils. The company keeps reviewing the insurance amount every year as per requirement.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: -

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

However, During the year, the Company received a SEBI Show Cause Notice for procedural lapses, including delayed open offer and disclosure issues. The penalty was paid in full, and the matter is closed. The Board remains committed to compliance and has strengthened internal controls.

37. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: -

As on 31^st March, 2025, your Company does not have any Joint Ventures, Subsidiaries and Associates Company. Hence, the requirement of providing details in Form AOC-1 is not required.

38. CREDIT RATING: -

No Credit Rating has been done by the Company during the year.

39. ANNUAL RETURN: -

Pursuant to Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in the Form MGT-7 as on 31^st March, 2025 shall be available on the Company''s website www.khemanigroup.net.

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Pursuant to Regulation 15(2) of the SEBI LODR, Regulations, 2015, Para C, D and E of Schedule V is not applicable to Companies listed on the SME Platform of BSE Limited. Hence, as per the exemptions available Certificate on Corporate Governance is not provided.

41. AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE: -

The Company is listed on the SME Platform of BSE Limited. Hence, as per the exemptions available to SME Listed Companies, Auditors'' Certificate on Corporate Governance is not provided.

42. DECLARATION REGARDING COMPANY''S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate from Managing Directors as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached to this report as Annexure-8.

43. STATUTORY INFORMATION:

The company is engaged into the business of stockist & distribution of HUL products and trading of securities in derivatives and is listed on BSE SME Platform. Apart from this business, the company earns other income through investments and dividends.

44. CEO / CFO CERTIFICATION: -

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, CFO have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31^st March, 2025. The certificate is attached herewith as per Annexure-9.

45. RESEARCH & DEVELOPMENT:

During the year under review, expenditure on research and development is insignificant in relation to the nature size of operations of your Company.

46. LISTING OF SHARES AND LISTING FEES:

The equity shares of your company are listed on the SME platform of Bombay Stock Exchange. The company has paid annual listing fees to the stock exchange for the financial year 2024-25.

47. PREVENTION OF INSIDER TRADING:

The company has adopted a Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders and Code of practices and procedures for fair disclosure of unpublished price sensitive information with a view to regulate trading in securities by the directors and designated employees of the company. The code requires pre-clearance for dealing in the company''s shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The board is responsible for implementation of the Code.

The company has a Prohibition of Insider Trading Policy and the same available on the Company''s website.

48. AWARDS AND RECOGNITION: -

During the year under review, your Company''s work has been recognized and appreciated by Hindustan Unilever Limited for its contribution as valued partner with Modern Trade.

49. COMPLIANCE OF SECRETARIAL STANDARDS: -

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

50. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors and the Secretarial Auditor have not reported any incident of fraud to the Audit Committee or Central Government during the year under review.

51. DISCLOSURE REGARDING PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016: -

During the year under review, your Company has neither made any Application nor are any Proceedings pending under the Insolvency and Bankruptcy Code (IBC), 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

52. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION EXECUTED 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: -

During the year under review, your Company was not required to do any Valuation while taking Loan from the Banks or Financial Institution.

53. GREEN INITIATIVES: -

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the 14th Annual Report of the Company will be sent to all Members via e-mail whose e-mail addresses are registered with the Company. For members who have not registered their e-mail addresses, a letter providing the web-link will be sent to their registered address and physical copy of the Annual Report will be provided upon request.

Members may note that the Notice and Annual Report for the F.Y. 2024-25 will also be available on the websites of the Stock Exchange i.e. Bombay Stock Exchange at www.bseindia.com and on Company''s Website at www.khemanigroup.net

54. CAUTIONARY STATEMENT: -

The Annual Report including those which relate to the Board''s Report, Management Discussion and Analysis Report may contain certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company''s performance could be the demand and supply for Company''s product and services, changes in Government regulations, tax laws, etc.

55. APPRECIATION: -

The Board of Directors wishes to place on record its heartfelt appreciation for the sincere efforts, dedication, and unwavering commitment demonstrated by employees across all levels of the organization. Their consistent hard work and sense of ownership have been instrumental in enabling the Company to navigate challenges, seize opportunities, and sustain its growth trajectory.

The Directors further express their gratitude for the continued support, collaboration, and loyalty extended by the employees, which has significantly contributed to the Company''s operational efficiency and overall performance during the year. The Board firmly believes that the collective strength of its workforce remains one of the most valuable assets of the Company and looks forward to their continued contribution in the future.

56. ACKNOWLEDGEMENT: -

Your Directors would like to express their gratitude to the esteemed Shareholders for their trust and confidence in the management of the Company. They would also like to place on record their sincere appreciation for the continued co-operation, guidance, support, and assistance extended by bankers, customers, suppliers, local authorities, business associates, auditors, consultants, financial institutions, government and non-government agencies, and various other stakeholders.

The Directors appreciate and value the contribution made by every Members of the Company. Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and employees of the Company.

Mar 31, 2024

Your Directors are pleased to present the 13^th Annual Report of the Company together with the Audited Financial Statements and Auditors'' Report for the financial year 2023-24.

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS:-

The Standalone Financial Statements for the F.Y. ended 31^st March, 2024, forming part of this Annual Report, have been prepared in accordance with the Generally Accepted Accounting Principles in India (''Indian GAAP'') to comply in all material respects with the notified Accounting Standards (''AS'') prescribed under Section 133 of the Companies Act, 2013 ("Act") and other recognized accounting practices and policies to the extent applicable. The Company''s performance during the F.Y. under review as compared to the previous F.Y. is summarized below:

(Amount in Hundreds)
Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	97,93,847.92	77,84,596.74
Other Income	14,01,927.20	3,52,802.74
Total Income	1,11,95,775.12	81,37,399.48
Total Expenses	73,59,398.12	75,08,659.15
Profit / (Loss) Before Tax & Exceptional Items	38,36,377	6,28,740.33
Less: Exceptional items	0.00	0.00
Profit / (Loss) Before Tax	38,36,377	6,28,740.33
Less: Tax Expense:
- Current Tax	7,23,134.01	87,071.18
- Deferred Tax	320.37	21,062.06
Net Profit / (Loss) After Tax	31,12,922.62	5,20,607.09

During the year, your Company has recorded a Total Income of Rs. 11,195,775.12/ - as compared to that of the previous year which was Rs. 81,37,39,948/-. Accordingly, the Profit after tax of the Company was Rs. 31,12,922.62/- as compared to the Profit after tax of the previous year Rs. 5,20,60,709/-.

2. TRANSFER TO RESERVES:-

Total of profit amounting to Rs. 31,12,922.62/- has been transferred to Reserves.

3. DIVIDEND:-

The Board of Directors of your Company has not recommended any Dividend for the financial year 2023-24.

4. DEPOSITS:-

During the year under review, the Company has not accepted or renewed any deposit from the public falling within the ambit of section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. BOARD OF DIRECTORS:-

During the year under review, there has been no change in the Board of Directors of the Company. As on 31^st March, 2024, the Board of your Company consists of Six (6) Directors as follows:

Executive Directors:

I. Mr. Vijaykumar Mangturam Khemani (DIN: 02227389)

II. Mr. Amitkumar Vijaykumar Khemani (DIN: 02227413)

Non-Executive Directors:

Non-Independent Director (Woman Director)

I. Mrs. Anupa Amitkumar Khemani (DIN: 07360209)

Independent Directors

I. Mr. Amit Mahavirprasad Jain (DIN: 07368746)

II. Mr. Balkishan Ramsnehi Agarwal (DIN: 07403295)

III. Mr. Mukeshkumar Devidutt Kabra (DIN: 07987025)

The Chairman of the Company is an Executive Director.

Mr. Vijaykumar Khemani (DIN: 02227389), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Vijaykumar Khemani, Managing Director and Mr. Amit Khemani, Wholetime Director have been reappointed in the Board Meeting held on 02^nd May, 2024 (subject to approval in the General Meeting of the Members of the Company) on their current designation due to expiry of the term of appointment on 21^st June, 2024.

None of the Director is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Directors on the Company''s Board is a Member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees (Committees being, Audit Committee and Stakeholders'' Relationship Committee) across all the Companies in which he/she is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies as on 31^st March, 2024.

6. KEY MANAGERIAL PERSONNEL:-

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2024, are:

I. Mr. Vijaykumar Mangturam Khemani, Chairman & Managing Director

II. Mr. Amitkumar Vijaykumar Khemani, Whole Time Director & CFO

III. Ms. Meghavi Gonawala, Company Secretary & Compliance Officer

During the Year under review, Ms. Vaishali Punjabi has resigned from the post of Company Secretary and Compliance Officer with effect from 31^st January, 2024 due to her marriage which required her to relocate to a different city.

Further Ms. Meghavi Gonawala who is an associate member of the Institute of Company Secretaries of India appointed as a Company Secretary and Compliance Officer with effect from 01^st February, 2024.

7. DECLARATION FROM INDEPENDENT DIRECTORS:-

The Company has received Declarations from all the Independent Directors confirming that:

â¢ they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and formulated by the Company; and

8. MEETINGS OF BOARD OF DIRECTORS / COMMITTEES / MEMBERS:-

During the financial year ended on 31^st March, 2024, four (4) Board meetings were held. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

During the year under review, 12^th Annual General Meeting of the Company was held on 29^thSeptember, 2023. No Extra-Ordinary General Meeting was held during the year.

Details of Board Meetings held during the year:
	Sr. No.	Date of Meetings	Board Strength	Directors'' Present
	1	29/05/2023	6	6
	2	02/09/2023	6	5
	3	03/11/2023	6	5
	4	01/02/2024	6	6

Attendance of Directors at the Board Meetings and at last AGM:
Name of Directors	No. of Board Meetings held and attended		Whether Last AGM
	during the F.Y. 2023-24		attended
	Held	Attended
Vijaykumar Khemani	4	4	Yes
Amitkumar Khemani	4	4	Yes
Anupa Khemani	4	3	Yes
Amit Jain	4	4	Yes
Balkishan Agarwal	4	3	Yes
Mukeshkumar Kabra	4	4	Yes

The details pertaining to the constitution and composition of Committees of the Board and their meetings held during the year are provided in Annexure-1.

9. BOARD EV ALUATION:-

Pursuant to the provisions of Section 134 of Companies Act, 2013 read with Companies Accounts Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, annual evaluation of the performance of the Board, its Committees and of Individual Directors was undertaken.

During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management, presence at the Board meeting, general meetings and inputs in the discussion of the meeting and decision taking power, roles played as per their designation in the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 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 the year ended 31^st March, 2024, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31^stMarch, 2024 and of the profit of the Company for that period;

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

(iv) the annual accounts have been prepared on a "going concern" basis;

(v) the internal financial controls laid down are properly followed and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

SHARE CAPITAL:> Authorised Share Capital:

The Authorised Share Capital of the Company is Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakh Only) divided into 2,30,00,000 (Two Crore Thirty Lakh) equity shares of Rs. 5/- (Rupees Five) each. There has been no change in the Authorized Share Capital of the Company during the financial year ended 31^st March, 2024.

> Issued and Paid Up Share Capital:

The Company has Paid-Up Share Capital of Rs. 11,48,70,000/- (Rupees Eleven Crore Forty Eight Lakh Seventy Thousand) consisting of 2,29,74,000 (Two Crore Twenty Nine Lakh Seventy Four Thousand) equity shares of Rs. 5/- each as on 31^st March, 2024.

11. RELATED PARTY TRANSACTIONS:-

During the year under review, all the transactions with related parties are placed before the Audit Committee for its approval. All the transactions with related parties entered into during the year under review were at an arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, details that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is attached herewith as Annexure-2.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

13. RATIO OF DIRECTORS'' REMUNERATION TO MEDIAN EMPLOYEES'' REMUNERATION AND OTHER DISCLOSURES:-

14. CORPORATE GOVERNANCE:-

A. The Listed Entity having Paid up Equity Share Capital not exceeding Rupees Ten Crore and Net Worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous Financial Year;

B. The Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

However, It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

15. AUDITORS AND AUDITORS REPORT:-

(A) STATUTORY AUDITORS:-

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31^st March, 2024. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The said Auditors'' Report for the financial year ended 31^stMarch, 2024 on the financial statements of the Company forms part of this Annual Report.

The Auditors'' Report does not contain any reservations, qualifications or adverse remarks. However, there are observations in the Statutory Audit Report stating that-

(i) "The Company have pending Litigation which is pending before Appellant Authorities."

Management Reply in this regard: The Management is of the view that Demand from Income Tax Department is unjustified, against which Company has filed appeal before Appellant Authorities against the pending litigation.

(B) INTERNAL AUDITORS:-

Mr. Ravindra Dhakar & Associates, Chartered Accountants, Surat were appointed as the Internal Auditors of the Company for the F.Y. 2023-24 in the Board Meeting held on 29^th May 2023, in

accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The auditors have carried out internal audit during the F.Y. 2023-24. Their reports were reviewed by the Audit Committee.

(C) SECRETARIAL AUDITORS:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Bhaveshkumar Rawal, Company Secretary in Practice, Surat, were appointed as the Secretarial Auditors of the Company for the F.Y. 2023-24 by the Board of Directors at its meeting held on 29^th May, 2023.

The Report of the Secretarial Auditor in form MR-3 for the Financial Year 2023-24 is annexed to this report as Annexure-4. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors, Committees and General Meetings. There are no adverse remarks or qualifications in the Secretarial Audit Report, hence do not call for any further explanation/s by the Company.

(D) COST AUDITORS:-

Provisions related to Cost Auditor are not applicable to the Company.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

Particulars	F.Y. 2023-24 F.Y. 2022-23
Conservation of Energy	â¢ The Company is engaged in Trading Sector. â¢ The Company is using electricity and generators in office and Regular steps have been taken to improve energy consumption by using LED lights in office premises. â¢ Your Company is using Electricity as source of energy only.
Technology Absorption	NIL
Foreign Exchange Earnings	NIL
Foreign Exchange Expenditure	NIL

17. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

18. CORPORATE SOCIAL RESPONSIBILITY TCSRl:-

The report on CSR activities is attached to this report as Annexure-5. The total obligation of the Company towards CSR Expenditure for the Financial year 2023-24 was Rs. 18,89,330/- against which the Company has spent Rs. 25,54,100/- (includes Rs. 6,32,950/- of the unspent CSR Obligation of F.Y. 2022-23).

19. VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Vigil Mechanism / Whistle Blower Policy is available on the Company''s website https://www.khemanigroup.net. During the year under review, there were no instances of whistle blowers.

20. MANAGERIAL REMUNERATION:-

The Company has paid Rs. 10,80,000/ - as Remuneration to the Directors during the year:

Sr.

No.

Name of Directors

Designation

Remuneration (in Rs.)

Mr. Vijaykumar Khemani

Chairman & Managing Director

1,80,000/-

Mr. Amitkumar Khemani

Whole Time Director & CFO

9,00,000/-

21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

â¢ No. of Complaints received : NIL

â¢ No. of Complaints disposed : NIL

22. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:-

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:-

However the mandatory open offer was made by the Acquirer and the PACs as defined under the Letter of offer dated 05 ^th February, 2024 to the eligible shareholders of the Company in compliance with Regulation 3(2), 3(3) and Regulation 4 of the SEBI SAST Regulations.

24. RISK MANAGEMENT:-

Your Company''s risk management is embedded in the business processes. Your company has identified the certain risk like price risk, uncertain global economic environment, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by leveraging on their expertise and experience. Every step has taken to adhere to the risk evaluation and reduction before every crucial business decisions.

The Company has been exempt under Regulation 21 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management.

25. CHANGE IN THE NATURE OF BUSINESS:-

For sustained growth in the future, Company wants to rely on its main business only. Hence, there is no change in the nature of the business of the Company during the year.

26. INSURANCE:-

Your Company has taken appropriate insurance for all assets against foreseeable perils.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-

28. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31^st March, 2024, your Company does not have any Joint Ventures, Subsidiaries and Associates Company. Hence, the requirement of providing details in Form AOC-1 is not required.

29. CREDIT RATING:-

No Credit Rating has been done by the Company during the year.

30. EXTRACT OF ANNUAL RETURN:-

Pursuant to Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in the Form MGT-7 as on 31^st March, 2024 shall be available on the Company''s website https://www.khemanigroup.net.

31. AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE:-

The Company is listed on the SME Platform of BSE Limited. Hence, as per the exemptions available to SME Listed Companies, Auditors'' Certificate on Corporate Governance is not provided.

32. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT:

33. MD / CFO CERTIFICATION:-

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Managing Director and CFO have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31^st March, 2024. The certificate is attached herewith as per Annexure-8.

34. AWARDS AND RECOGNITION:-

During the year under review, your Company''s work has been recognized and appreciated for the massive contribution in doing exceptional work done by Hindustan Unilever Limited.

35. SECRETARIAL STANDARDS COMPLIANCE:-

36. DISCLOSURE REGARDING PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016:-

During the year under review, your Company has neither made any Application nor are any Proceedings pending under the Insolvency and Bankruptcy Code (IBC), 2016.

37. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION EXECUTED 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:-

During the year under review, your Company was not required to do any Valuation while taking Loan from the Banks or Financial Institution.

38. GREEN INITIATIVES:-

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the 13^th Annual Report of the Company will be sent to all Members via e-mail whose e-mail addresses are registered with the Company. For members who have not registered their e-mail addresses, physical copies will be sent through the permitted mode.

39. CAUTIONARY STATEMENT:-

40. ACKNOWLEDGEMENT:-

Mar 31, 2023

The Directors are pleased to present the 12 ^th Annual Report of the Company together with the Audited Financial Statements and Auditorsâ Report for the financial year 2022-23.

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS:-

The Standalone Financial Statements for the F.Y. ended 31^st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Generally Accepted Accounting Principles in India (âIndian GAAPâ) to comply in all material respects with the notified Accounting Standards (âASâ) prescribed under Section 133 of the Companies Act, 2013 (âActâ) and other recognized accounting practices and policies to the extent applicable. The Companyâs performance during the F.Y. under review as compared to the previous F.Y. is summarized below:

(Amount in Hundreds)
Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue from Operations	77,84,596.74	68,19,240.92
Other Income	3,52,802.74	66,309.95
Total Income	81,37,399.48	68,85,550.87
Total Expenses	75,08,659.15	61,14,752.26
Profit / (Loss) Before Tax & Exceptional Items	6,28,740.33	7,70,798.61
Less: Exceptional items	0.00	0.00
Profit / (Loss) Before Tax	6,28,740.33	7,70,798.61
Less: Tax Expense:
- Current Tax	87,071.18	1,78,040.82
- Deferred Tax	21,062.06	9,740.49
Net Profit / (Loss) After Tax	5,20,607.09	5,83,017.30

During the year, your Company has recorded a Total Income of Rs. 81,37,39,948/- as compared to that of the previous year which was Rs. 68,85,55,087/-. Accordingly, the Profit after tax of the Company was Rs. 5,20,60,709/- as compared to the Profit after tax of the previous year ofRs. 5,83,01,730/-.

2. TRANSFER TO RESERVES:-

The Board of Directors of your Company has decided to retain the entire amount of Profit for the financial year 2022-23 in the statement of Profit & Loss.

3. DIVIDEND:-

The Board of Directors of your Company has not recommended any Dividend for the financial year 2022-23.

4. DEPOSITS:-

5. BOARD OF DIRECTORS:-

The Board of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of Act and SEBI Listing Regulations. All the Directors possess extensive experience and specialized knowledge in various sectors, encompassing finance, accountancy, and other relevant areas.

During the year under review, there has been no change in the Board of Directors of the Company. As on 31^st March, 2023, the Board of your Company consists of Six (6) Directors as follows:

Executive Directors:

I. Mr. Vijaykumar Mangturam Khemani (DIN: 02227389)

II. Mr. Amitkumar Vijaykumar Khemani (DIN: 02227413)

Non-Executive Directors:

Non-Independent Director (Woman Director)

I. Mrs. Anupa Amitkumar Khemani (DIN: 07360209)

Independent Directors

I. Mr. Amit Mahavirprasad Jain (DIN: 07368746)

II. Mr. Balkishan Ramsnehi Agarwal (DIN: 07403295)

III. Mr. Mukeshkumar Devidutt Kabra (DIN: 07987025)

The Chairman of the Company is an Executive Director.

Mrs. Anupa Amitkumar Khemani (DIN: 07360209), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Considering the relevant knowledge, expertise, and experience of Mr. Amit Mahavirprasad Jain, Mr. Balkishan Ramsnehi Agarwal and Mr. Mukeshkumar Devidutt Kabra, during their current tenure as an Independent Director, the Board of Directors proposed re-appointment of Mr. Amit Mahavirprasad Jain, Mr. Balkishan Ramsnehi Agarwal and Mr. Mukeshkumar Devidutt Kabra as an Independent Director of the Company for a further period of five (5) consecutive years, w.e.f. 2^nd September, 2023 till 1^st September, 2028 subject to Shareholdersâ approval. The Company has received the necessary declaration from all three Independent Directors that they continue to fulfil the criteria of independence as prescribed under the relevant provisions of the Act and the SEBI Listing Regulations.

None of the Director is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Directors on the Company''s Board is a Member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees (Committees being, Audit Committee and Stakeholdersâ Relationship Committee) across all the Companies in which he/she is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies as on 31^st March, 2023.

6. KEY MANAGERIAL PERSONNEL:-

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2023, are:

I. Mr. Vijaykumar Mangturam Khemani, Chairman & Managing Director

II. Mr. Amitkumar Vijaykumar Khemani, Whole Time Director & CFO

III. Ms. Vaishali Vimalkumar Punjabi, Company Secretary & Compliance Officer

During the Year under review, there has been no change in the Key Managerial Personnel of the Company.

7. DECLARATION FROM INDEPENDENT DIRECTORS:-

The Company has received Declarations from all the Independent Directors confirming that:

â¢ they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and formulated by the Company; and

8. MEETINGS OF BOARD OF DIRECTORS / COMMITTEES / MEMBERS:-

During the financial year ended on 31^st March, 2023, four (4) Board meetings were held. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

During the year under review, 11^th Annual General Meeting of the Company was held on 28^thSeptember, 2022. No Extra-Ordinary General Meeting was held during the year.

Details of Board Meetings held during the year:

Sr. No.	Date of Meetings	Board Strength	Directorsâ Present
1	10-05-2022	6	6
2	29-08-2022	6	5
3	09-11-2022	6	5
4	06-03-2023	6	6

Attendance of Directors at the Board Meetings and at last AGM:
Name of Directors	No. of Board Meetings held and attended during the F.Y. 2022-23		Whether Last AGM attended
Name of Directors	Held	Attended	Whether Last AGM attended
Vijaykumar Khemani	4	4	Yes
Amitkumar Khemani	4	4	Yes
Anupa Khemani	4	3	Yes
Amit Jain	4	4	Yes
Balkishan Agarwal	4	3	Yes
Mukeshkumar Kabra	4	4	Yes

The details pertaining to the constitution and composition of Committees of the Board and their meetings held during the year are provided in Annexure-1.

9. BOARD EVALUATION:-

10. DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 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 the year ended 31^st March, 2023, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31^st March, 2023 and of the profit of the Company for that period;

(iv) the annual accounts have been prepared on a âgoing concernâ basis;

(v) the internal financial controls laid down are properly followed and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

11. SHARE CAPITAL:> Authorised Share Capital:

The Authorised Share Capital of the Company is Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakh Only) divided into 2,30,00,000 (Two Crore Thirty Lakh) equity shares of Rs. 5/-(Rupees Five) each. There has been no change in the Authorized Share Capital of the Company during the financial year ended 31^st March, 2023.

> Issued and Paid Up Share Capital:

12. RELATED PARTY TRANSACTIONS:-

During the year under review, all the transactions with related parties are placed before the Audit Committee for its approval. All the transactions with related parties entered into during the year under review were at an armâs length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, details that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is attached herewith as Annexure-2.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

14. RATIO OF DIRECTORSâ REMUNERATION TO MEDIAN EMPLOYEESâ REMUNERATION AND OTHER DISCLOSURES:-

15. CORPORATE GOVERNANCE:-

A. The Listed Entity having Paid up Equity Share Capital not exceeding Rupees Ten Crore and Net Worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous Financial Year;

B. The Listed Entity which has listed its specified securities on the SME Exchange.

However, It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

16. AUDITORS AND AUDITORS REPORT:-(A) STATUTORY AUDITORS:-

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31^st March, 2023. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The said Auditorsâ Report for the financial year ended 31^st March, 2023 on the financial statements of the Company forms part of this Annual Report.

The Auditorsâ Report does not contain any reservations, qualifications or adverse remarks. However, there are observations in the Statutory Audit Report stating that-

(i) "The Company have pending Litigation which is pending before Appellant Authorities. â

(ii) "CSR amount upto the extent of Rs. 6,32,950/- as per CSR Liability is unspent during the F. Y. 2022-23. â

Management Reply in this regard: The Management is of the view that the Company will transfer the amounts of Unspent CSR activities as mentioned in Schedule VII of the Companies Act, 2013 till 30^th September, 2023.

(B) INTERNAL AUDITORS:-

Mr. Ravindra Dhakar & Associates, Chartered Accountants, Surat were appointed as the Internal Auditors of the Company for the F.Y. 2022-23 in the Board Meeting held on 10^thMay 2022, in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The auditors have carried out internal audit during the F.Y. 2022-23. Their reports were reviewed by the Audit Committee.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr.

Bhaveshkumar Rawal, Company Secretary in Practice, Surat, were appointed as the Secretarial Auditors of the Company for the F.Y. 2022-23 by the Board of Directors at its meeting held on 10^th May, 2022.

The Report of the Secretarial Auditor in form MR-3 for the Financial Year 2022-23 is annexed to this report as Annexure-4. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors, Committees and General Meetings. There are no adverse remarks or qualifications in the Secretarial Audit Report, hence do not call for any further explanation/s by the Company.

(D) COST AUDITORS:-

Provisions related to Cost Auditor are not applicable to the Company.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: -

Particulars	F.Y. 2022-23	F.Y. 2021-22
Conservation of Energy	â¢ The Company is engaged in Trading Sector. â¢ The Company is using electricity and generators in office and Regular steps have been taken to improve energy consumption by using LED lights in office premises. â¢ Your Company is using Electricity as source of energy only.
Technology Absorption	NIL
Foreign Exchange Earnings	NIL
Foreign Exchange Expenditure	NIL

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

19. CORPORATE SOCIAL RESPONSIBILITY [CSR!:-

Your Company has adopted and formulated a Corporate Social Responsibility Policy and has also constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Further, the CSR Committee assures implementation and monitoring the CSR Policy as per requirement of the Act. The CSR activities recommended by the Committee as mentioned in the CSR Policy are reviewed by the Board from time to time.

It is committed to ensure the social wellbeing of the communities through its CSR initiatives, in alignment with the Companyâs key priorities. The Policy is also available on website of the Company at https: / /www.khemanigroup.net.

The brief outline of the CSR Policy of the Company and the report on CSR activities is attached to this report as Annexure-5. The total obligation of the Company towards CSR Expenditure is Rs. 6,40,150/- against which the Company has spent Rs. 7,200/-. Due to unavailability of local sources for implementation of CSR projects in rightful manner, the Company was not able to spend the amount on CSR activities. The Company is committed to spend the entire unspent CSR obligation amount within due time period as prescribed under the provisions of Section 135 of the Companies Act, 2013.

20. VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Vigil Mechanism / Whistle Blower Policy is available on the Companyâs website https: / /www.khemanigroup.net. During the year under review, there were no instances of whistle blowers.

21. MANAGERIAL REMUNERATION:-

The Company has paid Rs. 10,80,000/- as Remuneration to the Directors during the year:

Sr.

No.

Name of Directors

Designation

Remuneration (in Rs.)

Mr. Vijaykumar Khemani

Chairman & Managing Director

1,80,000/-

Mr. Amitkumar Khemani

Whole Time Director & CFO

9,00,000/-

22. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013, the Company has already maintained an internal policy to prevent womenâs harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises.Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

â¢ No. of Complaints received : NIL

â¢ No. of Complaints disposed : NIL

23. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:-

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managementâs Discussion and Analysis Report capturing your Companyâs performance, industry trends and other material changes with respect to your Company is attached to this report as Annexure-6.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:-

25. RISK MANAGEMENT:-

In todayâs economic environment, Risk management is a very important and integral part of the Companyâs strategy and for the achievement of our long-term goals. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage.

The Company has been exempt under Regulation 21 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management.

26. CHANGE IN THE NATURE OF BUSINESS:-

For sustained growth in the future, Company wants to rely on its main business only. Hence, there is no change in the nature of the business of the Company during the year.

27. INSURANCE:-

Your Company has taken appropriate insurance for all assets against foreseeable perils.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-

29. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31^st March, 2023, your Company does not have any Joint Ventures, Subsidiaries and Associates Company. Hence, the requirement of providing details in Form AOC-1 is not required.

30. CREDIT RATING:-

No Credit Rating has been done by the Company during the year.

31. EXTRACT OF ANNUAL RETURN:-

Pursuant to Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in the Form MGT-7 as on 31^st March, 2023 is available on the Companyâs website https: / /www.khemanigroup.net.

32. AUDITORSâ CERTIFICATE ON CORPORATE GOVERNANCE:-

The Company is listed on the SME Platform of BSE Limited. Hence, as per the exemptions available to SME Listed Companies, Auditorsâ Certificate on Corporate Governance is not provided.

33. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYâS CODE OF CONDUCT:

34. MD / CFO CERTIFICATION:-

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Managing Director and CFO have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31^st March, 2023. The certificate is attached herewith as per Annexure-8.

35. AWARDS AND RECOGNITION:-

During the year under review, your Company has achieved following awards by Hindustan Unilever Limited:

> 10 Years of Excellence Award;

> Excellence Growth Award in âModern Trade Divisionâ.

36. SECRETARIAL STANDARDS COMPLIANCE:-

37. DISCLOSURE REGARDING PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016:-

During the year under review, your Company has neither made any Application nor are any Proceedings pending under the Insolvency and Bankruptcy Code (IBC), 2016.

38. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION EXECUTED 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:-

During the year under review, your Company was not required to do any Valuation while taking Loan from the Banks or Financial Institution.

39. GREEN INITIATIVES:-

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the 12 ^th Annual Report of the Company will be sent to all Members via e-mail whose e-mail addresses are registered with the Company. For members who have not registered their e-mail addresses, physical copies will be sent through the permitted mode.

40. CAUTIONARY STATEMENT:-

The Annual Report including those which relate to the Boardâs Report, Management Discussion and Analysis Report may contain certain statements on the Companyâs intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Companyâs performance could be the demand and supply for Companyâs product and services, changes in Government regulations, tax laws, etc.

41. ACKNOWLEDGEMENT:-

Mar 31, 2018

Dear Member

Our Directors take pleasure in presenting the 7^thAnnual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended on 31st March 2018.

FINANCIAL RESULT

(Rs. in Lakh)

Particular	2017-2018	2016-2017

Net sales	7070.28	7094.63
Other operating income	--	--
Total operating income	7070.38	7094.63
Other income ( non operating )	143.59	583.01
Total income	7213.87	7677.64
Total expenditure	6837.50	6945.94
Profit/(loss) before, finance cost and exceptional item	376.37	731.70
Finance cost	74.32	156.80
Profit/(loss) before, exceptional items & tax	302.05	574.90
Add/(less) exceptional items	--	--
Profit/(loss) before tax expenses	302.05	574.90
Add/(less): tax expenses	5.78	103.58
Net profit	296.27	471.32

OPERATIONS

The total operating income of the company for the year under review is Rs. 7070.28 Lacs compared to the previous year''s operating income of Rs 7094.63 Lacs. The company has incurred profit before tax of Rs. 302.05 Lacs compared to previous year''s profit of Rs. 574.90 Lacs. The profit after tax of the Company is Rs. 296.27 Lacs compared to previous year''s profit after tax of Rs. 471.32 lacs. In previous year, the company had received a dividend income of Rs. 268.20 Lacs from investments.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has proposed to carry Rs. 296.27 Lacs (being the profit for the current year) to reserves and surplus.

DEPOSITS

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SHARE CAPITAL

1) Authorised Capital

There is no change in the authorized share capital during the year.

2) Paid Up Share Capital

The Paid up share capital of the Company has remained unchanged to Rs. 5,74,35,000/- (Rupees Five Crore Seventy Four Lacs Thirty Five Thousand Only).

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year there is no change in business carried on by the Company.

SUBSIDIARY COMPANIES

As on 31st March, 2018 the Company does not have any Subsidiary Company, Joint Venture Company and Associates Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr. Mr. Vijaykumar Mangutam Khemani (DIN: 02227389) shall retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from the Independent Directors of the Company under section149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in section149 (6) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Mr. Chinmay Methiwala has resigned from the post of Company Secretary w.e.f 19^th July''2018 and the same was notifed to the Bombay exchange.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company was met 5 times during the year 2017-2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the meetings of the Board held during the financial year are as follow:

Sr. No.	Date of the Board Meeting
1	15/05/2017
2	15/07/2017
3	06/09/2017
4	13/11/2017
5	18/01/2018

The names of members of the Board and their attendance at the Board Meetings are as under:

Sr. No.	Name of Director	No. of Meetings attended
1	Mr. Vijaykumar Mangturam Khemani	4
2	Mr. Amit Vijaykumar Khemani	5
3	Mrs. Anupa Amit Khemani	3
4	Mr. Dhiraj Ashok Khandelwal	3
5	Mr. Amit Mahavirprasad Jain	1
6	Mr. Balkishan Ramsnehi Agarwal	1
7	Mr. Mukesh Devidutt Kabra	1

EXTRA ORDINARY GENERAL MEETING

During the year under review, The Company Does not held any extra ordinary general meeting of members.

COMMITTEES OF BOARD

Currently, the Board has four committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Commitee. All committees constitute proper composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.

1. Audit Committee

Sr. No.	Name of Director	Designation	Category
1	Mr. Mukesh D. Kabra	Non executive Independent Director	Chairman
3	Mr. Balkishan R. Agarwal	Non executive Independent Director	Member
2	Mr. Amit Khemani	Director	Member

2. Nomination and Remuneration Committee

Sr. No.	Name of Director	Designation	Category
1	Mr. Amit Jain	Non executive Independent Director	Chairman
2	Mr. Balkishan R. Agarwal	Non executive Independent Director	Member
3	Mr. Anupa Khemani	Non executive Director	Member

3. Stakeholders Relationship Committee

Sr. No.	Name of Director	Designation	Category
1	Mr. Mukesh D. Kabra	Non executive Independent Director	Chairman
2	Mr. Amit Jain	Non executive Independent Director	Member
3	Mr. Vijaykumar Khemani	Managing Director	Member

4. Corporate Social Responsibility Committee

Sr. No.	Name of Director	Designation	Category
1	Mr. Mukesh D. Kabra	Non executive Independent Director	Chairman
2	Mr. Vijaykumar Khemani	Managing Director	Member
3	Mr. Amit Khemani	Director	Member

PARTICUALRS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Act, read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as "Annexure A". Further, no employee of the Company was employed during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the information under Rule 5(2) is not applicable.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in form MGT-9 as "Annexure A" as required under section 134(3) (a) of the Companies Act 2013 is annexed with this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties covered under sub-section (1) of section 188 of the Companies Act, 213 which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of transactions at arms length is as per AOC-2 which is attached as "Annexure-B". The details of the related party transactions as required under Accounting Standard-18 are set out in note to the financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees given and investments made by the Company during F.Y. 2017-18, pursuant to the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are given in the note to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

In terms of the Regulation 34(e) of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis is set out in the Annual Report as "Annexure C".

NOMINATION AND REMUNERATION POLICY

There is no changes in the Nomination and Remuneration policy which has been adopted by Board of Directors.

VIGIL MECHANISM

The Company has formulated Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation.

RISK MANAGEMENT POLICY

The assessment of the risks covers Strategy, Technology, Financial, Operations & Systems, Legal & Regulatory and Human Resources Risks. There is appropriate assurance and monitoring mechanism in place to monitor the effectiveness of the risk management. Further company is in the process of developing risk management framework to implement and adhere to the policy to mitigate risk, avoid risk or take risk that cannot be mitigate or avoid for the benefit of the company''s business and growth.

CORPORATE SOCIAL RESPONSIBILITY

The company has approved the CSR policy and the Company has contributed Rs. 13,81,000/- (Rupees Thirteen Lakhs Eighty One Thousand only) which is more than the statutory requirement under the law. The main thrust of the company has been to contribute towards education, medical and social welfare. The CSR Committee is duly constituted and have contributed as per the provisions of section 135 of the Companies Act, 2013.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

There is an adequate internal control procedure commensurate with the size of the company and nature of the business for the purchase of inventory, fixed assets and for the sale of goods or services.

CORPORATE GOVERNANCE

Your company is being SME Company and listed on SEM exchange of BSE Limited. Therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall not apply.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit /loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls, which are adequate and are operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

1. Conservation of Energy:

a) The Company is not in manufacturing sector, therefore company has not adopted proper criteria for conservation of energy although company is committed to optimum utilization and maximum possible savings of energy.

b) No specific investment has been made in reduction in energy consumption.

2. Technology Absorption

The Company has no activity relating to technology absorption.

3. Foreign Exchange Earnings/ Outgo:

Company is not in the activity of import and export of goods, therefore it does not have any foreign earning and outgo as on 31st March, 2018.

BOARD EVALUATION

During the year under review Board of directors met five time and their performance were satisfactory.

SECRETARIAL AUDIT REPORT

The Board had appointed Mrs. Richa Goyal, Practicing Company Secretaries, Surat as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor Form MR-3 is annexed to the Report as per "Annexure D"

STATUTORY AUDITORS & AUDITOR''S REMARKS

M/s C. P. Jaria & Co., Chartered Accountants (Firm registration No.104058W), Surat were appointed as Statutory Auditors of the Company for the financial year ending 31st March 2018 to hold office of the Auditors of the Company till the conclusion of the ensuing Annual General Meeting. They being eligible offer themselves for re-appointment. The auditor''s report on the accounts for the period ended on 31st March 2018 is self-explanatory, therefore it does not require any further explanation/clarification.

The Auditors Report for the year under review does not contain any reservations, qualifications or adverse remarks.

ACKNOWLEDGMENT

Yours Directors place on record their sincere appreciation for the assistance and support received to the Company from the Shareholders, Banks, Consultants, Auditors and Clients of the Company. Yours directors express their appreciation for dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board

Khemani Distributors & Marketing Limited

Sd/- Sd/-

Amit Khemani Vijay Khemani

Whole Time Director Managing Director

DIN:02227413 DIN:02227389

Date: 06/09/2018

Place: Surat

Mar 31, 2016

DIRECTORâS REPORT

Dear Member

The Directors take pleasure in presenting the 5^th Annual Report on the business and operations of your company together with the Audited Accounts for the financial year ended on 31st March 2016.

FINANCIAL RESULT

(Rs. in Lakh)

particular	2015-2016	2014-2015
Net Sales	7480.46	6667.51
Other Operating Income	0.00	0.00
Total Operating Income	7480.46	6667.51
Other Income (non Operating)	64.57	214.56
Total Income	7545.03	6882.07
Total Expenditure	7328.91	5951.28
Profit / (Loss) before, Finance Cost and Exceptional Item	216.12	930.79
Finance Cost	220.33	187.73
Profit /(Loss) before Exceptional Items & Tax	(4.21)	743.06
Add/ (Less): Exceptional Items	0	0
Profit/(Loss) before Tax Expenses	(4.21)	743.06
Add/ (Less): Tax Expenses	11.22	(8.73)
Net Profit	7.01	734.33

OPERATIONS

The total operating income of the company for the year under review is Rs. 7480.46 Lakh compare to previous year''s operating income of Rs 6667.51 Lakh. The company incurred loss before tax of Rs. 4.21 Lakh compared to previous year''s profit of Rs. 743.06 and profit after tax of the Company is Rs. 7.01 Lakh compare to previous year''s profit after tax of Rs. 734.33. In previous year company had received dividend income of Rs. 715.15 Lakh from investments.

DIVIDEND

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has proposed to carry RS. 7.01 Lakh being the profit for the current year to reserves and surplus.

DEPOSITS

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

INITIAL PUBLIC OFFERING

During the year under review your company entered into the capital markets with a maiden public issue of 1584000 equity shares of Rs. 10/- each at a premium of Rs. 90/- per share aggregating to Rs1584.00 lacs. The issue received good response. The equity shares have been listed and traded on the SME Platform of BSE Ltd. Subsequent to the IPO the issued, subscribed and paid up capital of your company stands at Rs. 574.35 lacs divided into 57,43,500 equity shares of Rs. 10/- each.

SHARE CAPITAL 1) Authorized Capital

- There is change in the authorized share capital during the year.

- The Company has increased authorized share capital by ordinary resolution passed by members of the company in extra ordinary general meeting held on 10/12/2015 by 6.15.00.000 divided into 6,15,00,000 equity shares of Rs. 1 each.

- Company has authorized share capital of Rs. 6,15,00,000/- divided into 62,00,000 equity shares of Rs. 10 each on year ended 31^st March 2016.

2) Consolidation of Share Capital

- Company has consolidated its nominal value of share capital from Rs. 1 per share into Rs. 10 per share and accordingly the number of shares decreased from 6,20,00,000 to

62.00.000 equity shares.

3) Paid Up Share Capital

- Paid up share capital has been changed during the year 2015-2016

- Company had issued bonus share to the existing share holders of 4,13,00,000 (Four Crore Thirteen Lacs Only) equity shares of Rs.1 (Rupees One) each as fully paid up in proportion of 140 (One hundred and forty) equity shares for every 1 (One) fully paid up equity shares held by the shareholders and approved by the members of the company by ordinary resolution passed in the extra ordinary general meeting held on 10/12/2015.

- Company has raised capital through Initial public Offer (IPO) of Rs. 15,84,00,000/-(Fifteen crore Eighty Four Lacs Only) by issuing 15,84,000 (Fifty Lacs Eighty Four Thousand) equity shares of face value of Rs. 10 (Rupees Ten Only) each for cash at a price of Rs. 100 (Rupees Hundred Only) per equity share and got listed on BSE SME Exchange on 30^th March 2016.

- The Paid up share capital of the Company is Rs. 5,74,35,000/- (Rupees Five Crore Seventy Four Lacs Thirty Five Thousand Only) divided into 57,43,500 (Fifty Seven Lacs Forty Three Thousand Five Hundred Only) equity shares of Rs. 10/- each as on 31^st March, 2016.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year there is no change in business carried on by the Company.

SUBSIDIARY COMPANIES

As on 31st March, 2016 the Company does not have any Subsidiary Company, Joint Venture Company and Associates Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr. Vijaykumar Mangturam Khemani (DIN: 02227389) shall retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting of the Company and he was also appointed as managing director of the company w.e.f 2^nd January, 2016 for a period of 3 years.

Mrs. Anupa Amitkumar Khemani (DIN 07360209) was appointed as an additional non executive director of the company on 10^th December, 2015 and was regularized in extra ordinary general meeting held on 10^th December, 2016.

Mr. Amit Vijaykumar Khemani was appointed as Whole Time Director of the Company w.e.f 2^nd January, 2016 for period of 3 years.

Mr. Dhiraj Ashok Khandelwal and Mr. Amit Mahavir Prasad Jain was appointed as Independent non executive director of the company w.e.f 02/01/2016 for a period of 5 years.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each Independent Director of the Company under section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149 (6) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

As per section 203 of Companies Act, 2013 and rules made there under Company has appointed Mr. Amit Vijaykumar Khemani as CFO and whole time director of the Company w.e.f 2^nd January, 2016 and Ms. Shilpa Naresh Mittal was appointed as Company Secretary and Compliance Officer of the Company w.e.f 2^nd January, 2016.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company was met 21 times during the year 2015-2016. The details of the number of meetings of the Board held during the financial year are as follow:

Board Meetings held during the year 2015-16

Sr. No.	Date of the Board Meeting
1	06/04/2015
2	08/04/2015
3	02/05/2015
4	15/06/2015
5	17/06/2015
6	03/09/2015
7	01/10/2015
8	03/10/2015
9	24/10/2015
10	07/12/2015
11	08/12/2015
12	10/12/2015
13	10/12/2015
14	02/01/2016
15	05/01/2016
16	11/01/2016
17	18/01/2016
18	11/02/2016
19	09/03/2016
20	23/03/2016
21	28/03/2016

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The names of members of the Board and their attendance at the Board Meetings are as under:

Sr. No.	Name of Director	Meeting attended out of 21 meeting
1	Mr. Vijaykumar Mangturam Khemani	21
2	Mr. Amit Vijaykumar Khemani	21
3	Mrs. Anupa Amitkumar Khemani¹	9
4	Mr. Dhiraj Ashok Khandelwal²	7
5	Mr. Amit Mahavirprasad Jain²	7

1. Appointed w.e.f. 10 December, 2015. 2. Appointed w.e.f. 2ⁿ January, 2016.

EXTRA ORDINARY GENERAL MEETING

During the year under review extra ordinary general meeting of members of the Company was held 3 times.

SR.No.	Date of Meeting	Total Members Present
1	10^th December, 2016	6
2	4^th January, 2016	6
3	16^th January, 2016	6

COMMITTEES OF BOARD

Currently, the Board has three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee All committees constitute proper composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.

1. Audit Committee

Sr. No.	Name of Director	Designation	Category
1	Mr. Dhiraj Khandelwal	Non executive Independent Director	Chairman
2	Mr. Amit Jain	Non executive Independent Director	Member
3	Mr. Amit Khemani	Director	Member

2. Nomination and Remuneration Committee

Sr. No.	Name of Director	Designation	Category
1	Mr. Amit Jain	Non executive Independent Director	Chairman
2	Mr. Dhiraj khandelwal	Non executive Independent Director	Member
3	Mr. Anupa Khemani	Non executive Director	Member

3. Stakeholders Relationship Committee

Sr. No.	Name of Director	Designation	Category
1	Mr. Dhiraj khandelwal	Non executive Independent Director	Chairman
2	Mr. Amit Jain	Non executive Independent Director	Member
3	Mr. Vijaykumar Khemani	Managing Director	Member

PARTICUALRS OF EMPLOYEES

2014 are annexed to this report as "Annexure A" further no employee of the Company was employed during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the information under Rule 5(2) is not applicable.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in form MGT-9 as "Annexure-B" as required under section 134(3) (a) of the Companies Act 2013 is annexed with this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties covered under sub-section (1) of section 188 of the Companies Act, 213 which could be considered material in accordance with the policy of the Company on materiality of related party transactions therefore form AOC-2 as "Annexure-C" annexed with this report is NIL . The details of the related party transactions as required under Accounting Standard-18 are set out in note to the financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees given and investments made by the Company during F.Y. 2016, pursuant to the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are given in the note to the Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

In terms of the Regulation 34(e) of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis is set out in the Annual Report as "Annexure D".

NOMINATION AND REMUNERATION POLICY

Company has converted from private limited to public limited in the month of January 2016. Company got listed on the date of 30^th March, 2016 hence Section 178(3) of Companies Act, 2013 was not applicable to the Company in the year 2015-2016.

VIGIL MECHANISM

RISK MANAGEMENT POLICY

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 is not applicable to the Company as Company is not covered under the prescribed criteria.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees during the year under review.

Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

There is an adequate internal control procedure commensurate with the size of the company and nature of the business for the purchase of inventory, fixed assets and for the sale of goods or services.

CORPORATE GOVERNANCE

Your company is being SME Company and listed on SEM exchange of BSE Limited therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall not apply.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2016 and of the profit /loss of the Company for that period;

d) The directors had prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls, which are adequate and are operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

1. Conservation of Energy:

a) The Company is not in manufacturing sector therefore company has not adopted proper criteria for conservation of energy although company is committed to optimum utilization and maximum possible savings of energy.

b) No specific investment has been made in reduction in energy consumption.

2. Technology Absorption

The Company has no activity relating to technology absorption.

3. Foreign Exchange Earnings/ Outgo:

Company is not in the activity of import and export of goods therefore it has not any foreign earning and outgo as on 31st March, 2016.

BOARD EVALUATION

During the year under review Company has converted from private limited to public limited in the month of January and appointed independent and non executive director in the month of January.

Company get its share listed on BSE SME platform on 30* March, 2016 the last date of financial year hence it is not justifiable to evaluate performance of the director for two month performance. Therefore board evaluation will be initiated for the year 2016-17 of the performance of the directors of the company.

SECRETARIAL AUDIT REPORT

STATUTORY AUDITORS & AUDITOR''S REMARKS

The auditor''s report on the accounts for the period ended on 31st March 2015 is self-explanatory; therefore it does not require any further explanation/clarification.

The Auditors Report for the year under review does not contain any reservations, qualifications or adverse remarks.

ACKNOWLEDGMENT

For and on behalf of the Board

Khemani Distributors & Marketing Limited

Sd/- Sd/-

Amit Khemani Vijay Khemani

Whole Time Director Managing Director

Date: 22/08/2016 DIN: 02227413 DIN: 02227389

Place: Surat

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