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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Kisan Mouldings Ltd.

Mar 31, 2025

The Board of Directors (''Board'') have pleasure in presenting the Company''s Thirty-Sixth (36^th) Annual Report on
the business and operations of the Company together with the Standalone and Consolidated Audited Financial
Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY/ HIGHLIGHTS:

The Company''s financial performance for the Financial Year ended March 31, 2025 is summarised below:

Particulars	Standalone		Consolidated
	FY. 2024-25	FY. 2023-24	FY. 2024-25	FY. 2023- 24
Revenue from operations	27,335.35	26,800.50	27,335.35	26,800.50
Add:- Other Income	48.50	558.97	47.30	558.97
Total Income	27,383.85	27,359.47	27,382.65	27,359.47
Total Expenses	27,037.23	30,111.64	27,043.49	30,118.11
Profit/ (loss) before tax (PBT)	346.62	(2,752.17)	339.16	(2,758.64)
Exceptional Items
De-recognition of financial liabilities	-	12,039.85	-	12,039.85
Write back/ off of operational creditors/ debtors, inventories & other advances		(671.86)		(671.86)
Provision of expected credit loss allowances on trade receivables	-	(2,793.08)	-	(2,793.08)
Net Exceptional Items	0.00	8,574.90	0.00	8,574.90
Less:- Tax expenses	0.00	0.00	0.00	0.00
Profit/(loss) after tax (PAT)	346.62	5,822.73	339.16	5,816.26
Other Comprehensive Income/ (Loss)	(11.08)	28.17	(11.08)	28.17
Total Comprehensive income/ (loss)	335.54	5,850.90	328.08	5,844.43
Other equity excluding Revaluation	8,628.68	8,293.14	8,633.30	8304.86
reserve
Earning per equity share - Basic & Diluted	0.29	16.51	0.28	16.49

2. NATURE OF BUSINESS:

Kisan Mouldings Limited (KML) has built a plethora of products in the plastic piping and irrigation industry
and is positioned to gain traction in the market thereby bringing in with it stronger sales, higher growth,
improved customer services and higher profitability. The products address the needs of various customers
spanning from architects, builder, farmers and individuals.

There was no change in the nature of business of
the Company, during the year under review.

3. INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification issued by the Ministry
of Corporate Affairs dated February 16, 2015,
notifying the Companies (Indian Accounting
Standards) Rules, 2015, the Company has adopted
Indian Accounting Standards (Ind-AS) with effect
from April 1, 2017.

4. FINANCIAL PERFORMANCE:

On Standalone and consolidated basis, the
revenue from operations for Financial Year
2024-25 stood at '' 27,335.35 lakhs as compared
to '' 26,800.50 in the previous year 2023-24. There
was a Total Comprehensive Income of '' 8574.90
Lakhs in FY 2023-24, primarily on account of
Exceptional Items, major being de-recognition
of financial liabilities on account of One Time
Settlement with lenders in FY 2024-2025. The
Company earned Net Profit after Tax of '' 346.62
Lakhs in the Current Financial year 2024-25 as
compared to '' 5,822.73 Lakhs in the previous
year FY 2023-2024 (which included substantial
amount on account of exceptional item stated
above).

In order to increase further sales in the near
future, the Company is planning to adopt various
strategies and programmes which will boost
the demand for the Company''s products. The
Company is of the view to focus on magnifying
innovations in the marketplace through brilliant
execution and on building markets of the future or
what we call as ''market development'' and thereby
enhancing stakeholders value.

5. TRANSFER TO RESERVES:

During the year under review, the Company has
not transferred any amount to any Reserves out
of current year profits.

6. NUMBER OF MEETINGS OF THE BOARD:

During the year 2024-2025 the Board of Directors
of the Company met âFour (4)â times during the
year under review in respect of which proper
notices were given and the proceedings were
properly recorded, signed and maintained in
the minute''s book kept by the Company for the
purpose. The intervening period between the
Board Meetings were well within the maximum
time between the two meetings prescribed under
Section 173 of the Companies Act, 2013, 4 (Four)
board meetings were convened and held on
May 15, 2024, July 25, 2024, October 23, 2024 and

January 22, 2025. The details of the meetings of
the Board of Directors of the Company held and
attended by the Directors during the financial
year 2024-2025 are given in the Corporate
Governance Report. The intervening gap between
two consecutive meetings was within the period
prescribed under the Companies Act, 2013
Secretarial Standards on Board Meetings and
SEBI LODR as amended from time to time.

7. NUMBER OF MEETINGS OF THE AUDIT
COMMITTEE:

During the year 2024-2025 Four (4) meetings of
the Audit Committee were convened and held on
May 15, 2024, July 25, 2024, October 23, 2024 and
January 22, 2025. The details of Audit Committee
Meetings and the attendance of members are
provided in the Corporate Governance Report,
which is part of this report. All recommendations
of the Audit Committee have been accepted by
the Board.

As at March 31, 2025, the audit committee
was comprised with 4 (Four) members with
Mrs. Asha Agarwal being the Chairman, Mr. Rishav
Aggarwal, Mr. Abhilash Lal and Mr. Sunil Agarwal
as its members.

8. COMMITTEES OF THE BOARD OF DIRECTORS
OF THE COMPANY:

1. Nomination Remuneration Committee

During the year 2024-2025 Two (2) Nomination
remuneration Committee were convened and
held on July 24, 2025 and January 22, 2025.
The details of Audit Committee Meetings and
the attendance of members are provided in
the Corporate Governance Report, which is
part of this report.

As at March 31, 2025, the Nomination
Remuneration Committee was comprised
with 3 (Three) members with Mr. Abhilash Lal
being the Chairman, Mr. Arun Agarwal, and
Mr. Hosdurg Sundar Upendra Kamath as its
members.

2. Stakeholder Relationship Committee

During the under review One (1) Stakeholder
Relationship Committee Meeting were
convened and held on January 22, 2025.

As at March 31, 2025, the Stakeholder
Relationship Committee was comprised with
Three (3) members with Mrs. Asha Agarwal
being the Chairman, Mr. Rishav Aggarwal, and
Mr. Ajay Kumar Jain as its members.

Our company falls within the top 2000
listed entities; therefore, as per SEBI LODR
Regulations, the constitution of a Risk
Management Committee is not mandatory
for us, since the requirement applies only to
the top 1000 listed entities. However, we have
voluntarily constituted the Risk Management
Committee in the interest of strengthening
our governance framework and proactively
managing risks w.e.f January 22, 2025.

During the under review there were no Risk
Management Committee Meetings were held.

As at March 31, 2025, the Risk Management
Committee was comprised with Three (3)
members with Mr. Sanjeev Aggarwal being
the Chairman, Mr. Rishav Aggarwal, and
Mr. Arun Agarwal as its members.

9. MEETINGS OF THE MEMBERS:

The Last i.e. the 35^th Annual General Meeting of
the Company for the financial year 2023-2024
was held on 23^rd September, 2024 through
VC/OAVM.

10. PARTICULARS OF THE EXTRA-ORDINARY
GENERAL MEETING OF THE COMPANY HELD
DURING THE YEAR:

There was no Extra Ordinary General Meeting held
during the year under consideration.

11. MANAGEMENT DISCUSSIONS AND ANALYSIS
REPORT:

The Management Discussion and Analysis for the
year under review as stipulated under Regulation
34(2) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the Listing
Regulations), is presented in a separate section
forming part of this Annual Report.

12. DIVIDEND:

With a view to conserve the resources, your
directors do not recommend any dividend during
the financial year ended March 31, 2025 under
review.

13. SHARE CAPITAL:

During the financial year 2024-2025 the Company
had not issued/allotted any shares, thus there
was no increase or decrease in the paid up and
subscribed share capital of the Company.

Thus the paid-up equity share capital of
the Company as at March 31, 2025 stood at
'' 1,19,46,30,650/- (One Hundred Nineteen Crores
Forty Six Lakhs Thirty Thousand Six Hundred Fifty
only) comprising of 11,94,63,065 Equity Shares
of '' 10/- each. The Authorised Share Capital
of the Company as at March 31, 2025 stood at
'' 1,25,00,00,000/- (One Hundred Twenty Five
Crores only) comprising of 12,50,00,000 Equity
Shares of '' 10/- each.

Holding Company:

Sr. No.	Shareholder Name	Address	Number of Shares	% of holding
			of'' 10 each
1	Apollo Pipes Limited	37, Hargobind Enclave Vikas Marg, New Delhi 110092	70000000	57.59 as on 31.03.2025

14. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the
Company are prepared in accordance with the
relevant Indian Accounting Standards issued by
the Institute of Chartered Accountants of India
and forms as an integral part of this Report.

15. DEPOSITS:

During the year under review, your Company has
not accepted any deposits within the meaning
of Section 73 and Section 76 of the Companies
Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.

16. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF FINANCIAL YEAR AND
DATE OF REPORT AND CHANGE IN NATURE OF
BUSINESS OF THE COMPANY:

There are no other material changes and
commitments affecting the financial position of
the Company between the end of the financial
year and date of this report. There has been no
change in the nature of business of the Company.

17. DETAILS IN RESPECT OF FRAUD REPORTED BY
AUDITORS:

Pursuant to provisions of Section 143(12) of
the Companies Act, 2013 there were no frauds
reported by the Auditors of the Company during

the year under review, to the Audit Committee or
the Board of Directors, as such there is nothing to
report under Section 134(3)(ca) of the Companies
Act, 2013.

18. DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act,
2013, the Board of Directors make the following
statements to the best of their knowledge and
ability:

a. That in the preparation of the annual financial
statements, the applicable accounting
standards have been followed along with
proper explanation and that no material
departures have been made from the same;

b. That such accounting policies as mentioned in
Notes to the Financial Statements have been
selected and applied 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 March 31, 2025 and of the profits of the
Company for the year ended on that date;

c. That the Directors have taken proper and
sufficient care for the maintenance of
adequate accounting records in accordance
with the provisions of the Companies Act,
2013 for safeguarding the assets of the

Company and for preventing and detecting
fraud and other irregularities;

d. That the annual financial statements have
been prepared on a going concern basis;

e. That the directors had laid down proper
internal financial controls to be followed by the
Company and such internal financial controls
are adequate and operating effectively; and

f. That 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.

19. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL:

Pursuant to the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements
Regulations, 2015) the Board of Directors of
the Company is duly constituted with optimum
composition of the executive and non-executive
directors including independent woman director.
The complete list of Directors of the Company
has been provided as part of the Corporate
Governance Report.

Appointments and cessations of Directors & Key
Managerial Personnel during the year are as under:

Appointments:

Sr. No.	Name of Director	Category of Directorship	Date of Appointment at Board Meeting	Date of confirmation of Appointment by Shareholders	Term of Appointment
1	Mr. Arun Agarwal (DIN: 10067312)	Non-Executive and Non-Independent	March 26, 2024	June 24, 2024	Liable to retire by rotation
2	Mr. Ajay Kumar Jain (DIN: 01052886)	Non-Executive and Non-Independent	March 26, 2024	June 24, 2024	Liable to retire by rotation
3	Mr. Hosdurg Upendra Kamath (DIN: 02648119)	Independent Director	March 26, 2024	June 24, 2024	Five Years from the date of appointment
4	Mr. Abhilash Lal (DIN: 03203177)	Independent Director	March 26, 2024	June 24, 2024	Five Years from the date of appointment
5	Ms. Asha Anil Agarwal (DIN: 09722160)	Independent Director	March 26, 2024	June 24, 2024	Five Years from the date of appointment

Cessations:

Mrs. Bhavika Ghuntla (DIN: 10084723) resigned from the office of Independent Director of the Company
due to her pre - occupation and other professional commitments on April 22, 2024. Mr. Muktesh Kumar Jain
(DIN: 03340682) resigned from the office of Independent Director of the Company due to personal reasons
on April 23, 2024.

Pursuant to requirements of the Section 203 of
the Companies Act, 2013, Mr. Sanjeev Aggarwal
(DIN: 00064076), Chairman & Managing Director,
Mr. Rishav Aggarwal (DIN: 05155607), WholeÂ¬
time Director, Mr. Suresh Purohit, Chief Financial
Officer and Ms. Falak Mody, Company Secretary
of the Company are the Key Managerial Personnel
of the Company as on the date of this report.

During the under review Mr. Vijay Joshi, Company
Secretary & Compliance Officer of the Company
resigned w.e.f. 25^th July, 2025 and Ms. Falak
Mody was appointed as Company Secretary
& Compliance Officer of the Company w.e.f.
August 04, 2025.

Brief profile of the Directors proposed to be
appointed/re-appointed as required under
Regulation 36(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and Secretarial Standard - II on General meetings
(SS-2) issued by the Institute of Company
Secretaries of India (ICSI), are provided in the
Notice of 36^th AGM of the Company.

Retire by Rotation

In accordance with the provisions of Section 152(6)
(e) of the Companies Act, 2013 and in terms of
Articles of Association of the Company, Mr. Rishav
Aggarwal (DIN: 05155607), Whole Time Director
of the Company and being longest in the office is
liable to retire by rotation at ensuing 36^th Annual
General Meeting of the Company and being
eligible, have offered himself for re-appointment.

Independent Directors

As per the provisions of the Act, the Independent
Directors are not liable to retire by rotation.

Pursuant to Section 149(7) of the Act, the
Company has received declarations from all
Independent Directors confirming that they
meet the criteria of independence as specified in
Section 149(6) of the Act, as amended, read with
Rules framed thereunder and Regulation 16(1)(b)
of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware
of any circumstance or situation which exists or
may be reasonably anticipated that could impair
or impact their ability to discharge their duties
with an objective independent judgement and
without any external influence and that they are
independent of the Management.

The Board of Directors of the Company have
taken on record the declaration and confirmation
submitted by the Independent Directors after
undertaking due assessment of the veracity of
the same. The Board is of the opinion that the
Independent Directors possess the requisite
qualifications, experience, expertise and they hold
high standards of integrity.

The Independent Directors have complied with
the Code for Independent Directors prescribed in
Schedule IV to the Act and have also confirmed
that their registration with the databank of
Independent Directors maintained by the Indian
Institute of Corporate Affairs is in compliance with
the requirements of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.

Further all those Independent Directors who
are required to undertake the online proficiency
self - assessment test as contemplated under
Section 150 (1) of the Companies Act, 2013 and
applicable rules thereunder have passed such test.

20. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have
submitted a declaration under Section 149(7)
of the Companies Act, 2013 and confirmed
that they meet the criteria of independence as
mentioned under the provisions of sub-section
(6) of Section 149 of the Companies Act, 2013
and Regulation 16 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
along with declaration received pursuant to
sub rule (3) of Rule 6 of the Companies
(Appointment and Qualification of Directors)
Rules, 2014, as amended from time to time. The
Independent Directors have also confirmed that
they have complied with Schedule IV of the
Companies Act, 2013 and the Company''s Code of
Conduct.

21. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the
opinion that all the Independent Directors of the
Company possesses highest standard of integrity,
relevant expertise and experience required to best
serve the interest of the Company.

22. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015 and on the recommendation
of the Nomination & Remuneration Committee,
the Board had adopted the Nomination

& Remuneration Policy for selection and
appointment of Directors, Senior Management
including Key Managerial Personnel (KMP) and
their remuneration. The details of Remuneration
Policy are stated in the Corporate Governance
Report. The details of this policy have been posted
on the website of the Company viz. http://www.
kisangroup.com/investorrelations/code-policies.
php

23. PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES, DIRECTORS AND CHAIRMAN
BOARD EVALUATION:

Pursuant to the provisions of the Companies
Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board has carried out an annual evaluation of its
own performance and that of its Committees as
well as performance of the Directors individually.
Feedback was sought by way of a structured
questionnaire covering various aspects of the
Board''s functioning such as adequacy of the
composition of the Board and its Committees,
Board culture, execution and performance of
specific duties, obligations and governance and
the evaluation was carried out based on responses
received from the Director.

In line with the corporate governance guidelines
of your company, annual performance evaluation
was conducted for all the Board Members,
for Individual Director including Independent
Directors, its Committees and Chairman of the
Board. This evaluation was led by the Board as
a whole on the basis of the parameters provided
in the evaluation framework as approved by
the Nomination and Remuneration Committee
and the Board of Director. The Board evaluation
framework has been designed in compliance with
the requirements under the Companies Act, 2013
and the Listing Regulations, and in accordance
with the Guidance Note on Board Evaluation issued
by SEBI in January 2017. The Board evaluation was
conducted through questionnaire designed with
qualitative parameters and feedback based on
ratings.

Evaluation of the Board was based on criteria''s
such as composition, skills/expertise, basis
of appointment, frequency of the meetings,
work atmosphere, reviewing the performance
of the company and role of the Board, Board
communication and relationships, functioning of
Board Committees, adequacy and timeliness of
the Agenda and Minutes circulated, frequency
of meetings, effective interactions and

decisions, effective participation in the decision
making, awareness of roles, responsibilities
comprehensiveness of the discussions and
constructive functioning of the Committees,
review of performance of Executive Directors,
Grievance redressal mechanism, monitoring
governance and compliance issues.

In view of the above the Company conducted a
formal Board Effectiveness Review as a part of
its efforts to evaluate, identify improvements and
thus enhance the effectiveness of the Board of
Directors, its Committees and individual director.

In a separate meeting of Independent Directors
held on January 22, 2025 performance of nonÂ¬
independent directors, performance of the board
as a whole and performance of the chairperson of
the Company was evaluated, and the evaluation
report was placed at the Board Meeting held on
January 22, 2025.

Pursuant to Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirement)
Regulations, 2015 and Schedule IV of the
Companies Act, 2013 (including any statutory
modification(s) or re-enactment thereof, for the
time being in force), the Independent Directors
reviewed the performance of Non-Independent
Directors and the Board as a whole; Chairperson
of the Company and assessed the quality, quantity
and timeliness of flow of information between the
Company management and the Board at their
separate meeting held on January 22, 2025. The
Independent Directors found their performance
satisfactory.

24. POLICY ON DIRECTORSâ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

Pursuant to provision of Section 178(3) of the
Companies Act, 2013, the policy for appointment
and selection of director and their remuneration
including criteria for determining qualification,
positive attributes, independence of director
and other matters are adopted by the Board of
Directors of the Company.

25. AUDITORS:

a) Statutory Auditors:

The Office of the Statutory Auditors of the
Company is held by M/s. Sen & Ray, Chartered
Accountants (FRN: 030347E).

The Report given by M/s. Sen & Ray on the
financial statements of the Company for the
financial year ended March 31, 2025 is part
of the Integrated Annual Report. There are

no qualifications, reservations or adverse
remarks or disclaimers made by M/s. Sen &
Ray, Statutory Auditors, in their report.

The Notes on Financial Statements referred to
in the Auditors'' Report are self-explanatory and
there are no audit qualifications/ observations
in the Auditor''s Report on Standalone and
Consolidated Financial Statements of the
Company for the Financial Year ended
March 31, 2025.

b) Cost Auditors:

In terms of Section 148 of the Companies
Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, it is stated that the
cost accounts and records are made and
maintained by the Company as specified by
the Central Government under sub-section
(1) of Section 148 of the Companies Act,

2013. Pursuant to the provisions of Section
148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules,

2014, your Company is required to appoint
Cost Auditor for the audit of cost records of
the Company.

A Certificate from M/s. Bhanwarlal Gurjar &
Co., Cost Accountants has been received to
the effect that their appointment as Cost
Auditor of the Company, if made, would be
in accordance with the limits specified under
Section 141 of the Act and Rules framed
thereunder.

The Board, on recommendation of Audit
Committee, has approved the re-appointment
and remuneration of M/s. Bhanwarlal Gurjar &
Co., Cost Accountants (FRN: 101540) as the
Cost Auditor to audit cost accounting records
of the Company for the Financial Year 2025Â¬
2026, at their meeting held on May 6, 2025.

In accordance with the provisions of Section
148 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules,
2014, since the remuneration payable to the
Cost Auditors is required to be ratified by
the shareholders; the Board recommends
the same for approval of shareholders at the
ensuing AGM.

In the Cost Audit Report of the Company
for the Financial Year 2025-2026, issued by
M/s. Bhanwarlal Gurjar & Co., Cost Accountants
in Form CRA-4, there is no audit qualification,
reservation or adverse remark.

c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Company
had appointed, Company Secretaries in
practice to conduct Secretarial Audit for the
Financial Year 2024-2025.

The Office of the Secretarial Auditors of
the Company is held by M/s. Nidhi Bajaj &
Associates, Company Secretaries in practice,
(ACS - 28907, COP - 14596, Peer Review -
2458/2022) to conduct Secretarial Audit of
the Company.

The report on secretarial audit for the
Financial Year 2024-2025 issued by M/s. Nidhi
Bajaj & Associates, Company Secretaries in
Form MR-3 forms integral part of this report
as âAnnexure- Dâ.

The observations given by Secretarial Auditor
in their report for the Financial Year ended
March 31, 2025 are self-explanatory except
the following:

Sr. No.	Observations	Reply to the observations
1.	During the under	Inadvertently, through
	review, BSE levied a	over sight there was a
	penalty of '' 5,900/-	delay in submission of
	under Regulation	disclosure of related
	23(9) of SEBI LODR	party transactions on
	for delay in submission	consolidated basis
	of disclosure of related	for half year ended
	party transactions on	31^st March, 2024. The
	consolidated basis	Company has duly
	for half year ended	paid the above penalty
	31^st March, 2024.	during the year.

d) Internal Auditors:

Pursuant to the provisions of Section 138
of the Companies Act, 2013 and rules made
thereunder (including any amendment(s),
modification(s) or re-enactment(s) thereof for
the time being in force), the Board of Directors
of the Company, on recommendation of
Audit Committee, at their meeting held on
May 06, 2025 have appointed M/s. P. Somani
& Co., Chartered Accountants (FRN:130819W)
as Internal Auditors of the Company to
conduct Internal Audit of the Company.

26. DISCLOSURE OF REMUNERATION OF
EMPLOYEES COVERED UNDER RULE 5(2)
OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:

None of the employees of your Company, who
was employed throughout the financial year, was
in receipt of remuneration in aggregate of Rupees
One Crore and Two Lakhs or more or if employed
for the part of the financial year was in receipt
of remuneration of Rupees Eight Lakh & Fifty
Thousand or more per month.

27. AUDITORSâ REPORT:

There is no qualification, reservation or adverse
remarks or disclaimer made by the auditors in
their report.

28. FRAUDâS REPORTED BY AUDITORS OTHER
THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT U/S 143(12):

There were no frauds reported by the auditors
under Section 143(12) of Companies Act, 2013
during their course of audit for the financial year
2024-2025.

29. INTERNAL FINANCIAL CONTROL SYSTEM AND
THEIR ADEQUACY:

The Company has in place Internal Financial
Control system, commensurate with size, scale
and complexity of its operations to ensure proper
recording of financial and operational information
& compliance of various internal controls, statutory
compliances and other regulatory compliances.
During the year under review, no material or
serious observation has been received from the
M/s. P. Somani & Co, Chartered Accountants,
Internal Auditors of the Company for inefficiency
or inadequacy of such controls.

The Statutory Auditors of the Company have
monitored & evaluated the efficiency of Internal
Financial Control System in the Company,
it is in compliance with operating system,
accounting procedures & policies at all the
locations of the Company. Based on report of
Internal Audit function, corrective actions in the
respective area are undertaken & controls are
strengthened. Significant audit observations
and recommendations along with corrective
action suggested thereon are presented to the
Audit Committee of the Board. The Company is
periodically following all the applicable Indian
Accounting Standards for properly maintaining
the books of account and reporting Financial
Statements.

30. FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation
25(7) of the Listing Regulations, the Company has
put in place a Familiarization Programme for the
Independent Directors to familiarize them with
the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which
the Company operates, business model etc. The
details of training and familiarization Programme
have been provided under the Corporate
Governance Report.

31. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments under
the provisions of Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014, as on March
31, 2025 are set out in Notes to the Standalone
and Consolidated Financial Statements of the
Company provided in this Annual Report.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established and adopted
Vigil Mechanism and the policy (Whistle Blower
Policy) thereof for directors and employees of
the Company in accordance with the provisions
of Companies Act, 2013 as well as Regulation
22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Company''s
vigil mechanism/whistleblower policy aims to
provide the appropriate platform and protection
for whistle blowers to report instances of any
actual or suspected incidents of unethical
practices, violation of applicable laws and
regulations including the integrity code, code of
conduct for prevention of insider trading, code of
fair practices and disclosure during the year under
review, no personnel of the Company approached
the Audit Committee on any issue falling under
the said policy.

This mechanism also provides for adequate
safeguards against victimization of employees
who avail of the mechanism and also provide
for direct access to the Chairman of the Audit
Committee in exceptional cases. The guidelines
are meant for all members of the organization
from the day they join and are designed to
ensure that they may raise any specific concern
on integrity, value adherence without fear of
being punished for raising that concern. The vigil
mechanism policy is available on the website of
the Company viz. http://www.kisangroup.com/
investorrelations/code-policies.php.

33. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

All transactions entered into by the Company
with related parties were in the ordinary course
of the business and at arm''s length basis and
are in accordance with the provisions of the
Companies Act, 2013, Rules made thereunder &
Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
Company has obtained prior approval of the
Audit Committee for entering into transactions
with related parties. A statement of all Related
Party Transactions are placed before the Audit
Committee and Board for its review on a quarterly
basis, specifying the nature, value and terms and
conditions of the transactions.

During the year under review, the Company has
not entered into any contracts/ arrangements/
transactions with related parties which qualify
as material in accordance with the Policy of
the Company on materiality of related party
transactions. Accordingly, the disclosure of
Related Party Transactions as required under
Section 134(3)(h) of the Companies Act, 2013
in Form AOC-2 is not applicable. The details
of the related party transactions as per Indian
Accounting Standards (Ind AS) are set out in Note
No. 38 of the Standalone Financial Statements
of the Company and the policy on related party
transaction, as formulated by the Board is
available on the Company''s website at http://
www.kisangroup.com/investorrelations/code-
policies.php.

Pursuant to Regulation 23(9) of the Listing
Regulations, your Company has filed the reports on
related party transactions with Stock Exchanges.

34. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)
(a) and Section 92(3) of the Companies Act,
2013 read with Companies (Management and
Administration) Rules, 2014, the Annual Return
of the Company for the Financial Year ended
March 31, 2025 is available on the website of the
Company at www.kisangroup.com.

35. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF):

Further, pursuant to the provision of Section 124
of the Companies Act, 2013 read with the Rule
6 of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended from time to time (IEPF
Rules), shares of the Company in respect of which
dividend entitlements have remained unclaimed
and unpaid for seven consecutive years or more,
are required to be transferred by the Company to
the demat account of the IEPF Authority within a
period of 30 days of such shares becoming due
to be so transferred. Communication was sent by
the Company to the concerned Members who had
not claimed their dividend for seven consecutive
years or more providing them an opportunity to
claim such dividend. No amount of unclaimed
dividend is pending to be transferred to IEPF
as no dividend was declared by the Company
subsequent to FY 2013-14.

36. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 with respect
to conservation of energy, technology absorption,
Foreign Exchange Earnings and Outgo are
provided in the âAnnexure-Eâ to this Report.

37. STATEMENT CONCERNING DEVELOPMENT
AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY:

As per provisions of the Companies Act, 2013
and as part of good Corporate Governance,
the Company has laid down the procedures to
inform to the Board about the risk assessment
and minimization procedures and the Board shall
be responsible for framing, implementing and
monitoring the risk management plan and policy
for the Company. The main objective is to ensure
sustainable business growth with stability and
to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the
business.

The Audit Committee and the Board of Directors
periodically review the various risk associates
with business of the Company. Such review
includes risk identification, evaluation and
mitigation of the risk.

38. HOLDING COMPANY:

The post-acquisition of shares in terms of SEBI
(Issue of Capital and Disclosure Requirements)
Regulations, 2018, Apollo Pipes Limited (APL)

holds approx 58.60% of the paid up equity
share capital of the company. Consequently,
APL is considered as a holding company as per
Section 2(46) of Companies Act, 2013, of Kisan
Mouldings Limited.

39. SUBSIDIARIES:

KML Tradelinks Private Limited is a Wholly Owned
Subsidiary of your Company. During the year,
the Board of Directors (''the Board'') reviewed
the affairs of the Subsidiary. In accordance with
Section 129(3) of the Companies Act, 2013, the
Company has prepared consolidated financial
statements of the Company and its Subsidiary,
which form part of the Annual Report.

Pursuant to Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing
salient features of the financial statements
of Subsidiaries/ Associate Companies/ Joint
Ventures is given in ''Form AOC- 1'' and forms an
integral part of this report as âAnnexure- Aâ.

In accordance with Section 136 of the Companies
Act, 2013, the audited financial statements,
including the consolidated financial statements
and related information of the Company and
audited accounts of its subsidiary, are available on
website of the Company http://kisangroup.com/
investorrelations/financialresults.php.

40. MATERIAL SUBSIDIARY:

The Board of Directors of the Company had
adopted a Policy for determining material
subsidiary in line with the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015.
The Policy is posted on the Company''s website
at http://www.kisangroup.com/investorrelations/
code-policies.php.

Presently, there is no material subsidiary company
of the Company for the Financial Year 2024Â¬
2025 pursuant to provision of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

41. DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

As per the provisions of Section 135 of the
Companies Act, 2013, read with rules framed
there under, every company including its holding
or subsidiary and a foreign company, which fulfills
the criteria specified in sub-section (1) of Section
135 of the Act shall comply with the provisions of
Section 135 of the Act and its rules.

Since the Company is not falling under any criteria
specified in sub-section (1) of Section 135 of the
Act, your Company is not required to constitute
a Corporate Social Responsibility (âCSRâ)
Committee.

42. MANAGEMENTâS DISCUSSION AND ANALYSIS
REPORT:

The Management''s Discussion and Analysis Report
is provided in a separate section and forms an
integral part of this report as âAnnexure-Câ and
it gives detail of the overview, industry structure
and developments, different product groups of
the Company, operations of the Company for the
year under review.

43. PARTICULARS OF REMUNERATION TO
DIRECTORS AND EMPLOYEES:

Pursuant to provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the particulars
of remuneration to the Directors and the details
of the ratio of remuneration of each director to
the median employee''s remuneration is annexed
herewith as âAnnexure- Bâ to this Report.

Further, none of the employees of the Company
is drawing remuneration in excess of the limits
prescribed under Rule (5) (2) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

44. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS:

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

45. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 read with Schedule
V of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, a separate
report on Corporate Governance practices
followed by the Company, together with a
certificate from the Company''s Secretarial
Auditors confirming compliance of conditions of
Corporate Governance forms an integral part of
this report.

46. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India, a
Statutory Body, has issued Secretarial Standards
on various aspects of corporate law and practices.

The Company has devised proper system to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute
of Company Secretaries of India and that such
systems are adequate and operating effectively.

47. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

The Company strongly believes in zero tolerance
towards sexual harassment at the workplace and
is committed to provide a healthy environment to
each and every employee of the Company. Your
Company has framed and adopted a policy in
line with provision of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made thereunder. All
employees (permanent, contractual, temporary,
trainees) are cover under the said policy.

Following complaints of sexual harassment were
received during the financial year 2024-25.

Particulars	No. of Complaints/ cases
(a) number of complaints of sexual harassment received in the year;	Nil
(b) number of complaints disposed of during the year; and	Nil
(c) number of cases pending for more than ninety days.	Nil

Disclosures in relation to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 have been provided in
the Report on Corporate Governance.

OTHER DISCLOSURES AND REPORTING

Your Directors states that no disclosure or
reporting is required with respect to the following
items as there were no transactions on these items
during the year under review:

1. Change in the nature of business of the
Company.

2. Any remuneration or commission received
by Chairman & Managing Director of the
Company, from its subsidiary.

3. Significant or material orders passed by the
regulators or courts or tribunal which impacts
the going concern status and company''s
operations in future.

4. Material changes and commitments, if any,
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.

5. The details of application made or any
proceeding pending under Insolvency and
Bankruptcy Code, 2016 during the year along
with their status as at the end of the financial
year.

6. The Company has complied with the
provisions of Maternity Benefit Act, 1961.

48. ACKNOWLEDGEMENT:

The Board of Directors wishes to express its
gratitude and record its sincere appreciation
towards its clients, vendors, investors, Bankers,
Business Associates and the Government and
other regulatory authorities for their continued
support, co-operation and professionalism during
the year. The Directors of the Company thank all
stakeholders for their valuable sustained support
and encouragement towards the conduct of the
proficient operation of the Company and look
forward to their continued support in the future.
The Directors would like to express its gratitude
and place on record its sincere appreciation for
the commitment and dedicated efforts put in by
all the employees during the year.

For and on behalf of the Board of Directors

Kisan Mouldings Limited

Sd/-

Sanjeev A. Aggarwal

Chairman & Managing Director

DIN: 00064076

Date: August 04, 2025

Place: Mumbai

Mar 31, 2024

The Board of Directors (''Board''} have pleasure in presenting the Company''s Thirty-Fifth (35^th) Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY/ HIGHLIGHTS:

The Company''s financial performance for the Financial Year ended March 31, 2024 is summarised below:

('' in Lakhs}

Particulars	Standalone		Consolidated
	FY. 2023-24	FY. 2022-23	FY. 2023-24	FY. 2022-23
Revenue from operations	26,800.50	27,299.36	26,800.50	27,299.36
Add:- Other Income	558.97	247.92	558.97	246.72
Total Income	27,359.47	27,547.28	27,359.47	27,546.08
Total Expenses	30,111.64	32,990.95	30,118.11	32,996.70
Profit/ (loss) before tax (PBT)	(2,752.17)	(5,443.67)	(2,758.64)	(5,450.62)
Exceptional Items
De-recognition of financial liabilities	12,039.85	0.00	12,039.85	0.00
Write back/off of operational creditors/ debtors, inventories & other advances	(671.86)	0.00	(671.86)	0.00
Provision of expected credit loss allowances on trade receivable	(2,793.08)	0.00	(2,793.08)	0.00
Net Exceptional Items	8,574.90	0.00	8,574.90	0.00
Less:- Tax expenses	0.00	0.00	0.00	0.00
Profit/(loss) after tax (PAT)	5,822.73	(5,443.67)	5,816.26	(5,450.62)
Other Comprehensive Income/ (Loss)	28.17	30.83	28.17	30.83
Total Comprehensive income/ (loss)	5,850.90	(5,412.84)	5,844.44	(5,419.79)

2. INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification issued by the Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standards} Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017.

3. FINANCIAL PERFORMANCE:

On Standalone and consolidated basis, the revenue from operations for Financial Year 2023-24 stood at '' 26,800.50 lakhs as compared to '' 27,999.36 in the previous year 2022-23. There was a Total Comprehensive Income of '' 58,850.90 Lakhs in FY 2023-24, primarily on account of Exceptional Items, major being de-recognition of financial liabilities on account of One Time Settlement with lenders. The Company incurred a loss of '' 5450.62 Lakhs in the previous year FY. 2022- 23.

in order to increase further sales in the near future, the Company is planning to adopt various strategies and programmes which will boost the demand for the Company''s products. The Company is of the view to focus on magnifying innovations in the marketplace through brilliant execution and on building markets of the future or what we call as ''market development'' and thereby enhancing stakeholders value.

4. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to any Reserves out of current year profits. There was an addition to the Securities Premium Account by '' 7276.00 Lakhs on account of issuance of Equity Shares of the Company at premium. A sum of '' 4923.35 Lakh was transferred to Revaluation Reserves by revaluation of Freehold and Leasehold Land.

5. DIVIDEND:

in view of the cash losses incurred, your directors do not recommend any dividend during the year under review.

6. SHARE CAPITAL:

During the year under review, Authorised Equity Share Capital of the Company was increased from ''35,00,00,000 (Thirty Five Crores) to '' 1,25,00,00,000 (One Hundred Twenty Five Crores).

During the year under review, Paid Up Equity Share Capital of the Company was increased from '' 3,386.31 Lakhs to '' 11,946.31 Lakhs.

issued, subscribed and paid up equity share capital of the Company is '' 119,46,30,650/- divided in to 11,94,63,065 Equity shares of face value of '' 10/-each.

ONE TIME SETTELEMNT WITH BANKS AND INFUSION OF FUNDS BY APOLLO PIPES LIMITED (APL) AND OTHER INVESTORS

The Board of Directors of the Company at their meeting held on February 13, 2024 had considered and approved the proposal from Apollo Pipes Limited (APL) to provide funds by way of Preferential issue to the Company for making the payment to Banks towards One Time Settlement (OTS) of its Outstanding liabilities with lenders for restructuring the financial obligations of the Company. The Shareholders of the Company at their Extraordinary General Meeting held on March 14, 2024 duly approved the preferential issue of equity shares to APL in terms of Regulation 164

A of SEBI ICDR Regulations by way of a Special Resolution. Subsequently, the Company allotted 6,40,00,000 (Six Crores Forty Lakhs) Equity Shares at ''18.50 per shares to Apollo Pipes Limited.

Further, the Board of Directors at their meeting held on February 13, 2024 had additionally considered the preferential issue of up to 2,16,00,000 Equity Shares of face value of '' 10/- each at an issue price of '' 18.50/- each (including premium of '' 8.5), aggregating up to '' 39,96,00,000/-(Rupees Thirty Nine Crore Ninety Six Lakh Only), to the entities belonging to non-promoter category. The Shareholders of the Company at their Extraordinary General Meeting held on March 14, 2024 duly approved the preferential issue of equity shares in terms of SEBI ICDR Regulations by way of a Special Resolution. Subsequently, the Company allotted 2,16,00,000 (Two Crores Sixteen Lakhs) Equity Shares at ''18.50 per shares to other investors.

TO TAKE NOTE OF ACQUISITION OF SUBSTANTIAL SHARES AND CONTROL OVER THE COMPANY BY APOLLO PIPES LIMITED (APL)

At present, APL holds approx 53.57% of the expanded equity share capital of the company, post preferential allotment stated above. Consequently, Kisan Mouldings Limited has become a subsidiary company of APL.

By virtue of the Special Resolutions passed by the Shareholders dated March 14, 2024:

a. APL have control over the management of the Company.

b. APL have the right to appoint a majority of the directors on the Board of the Company, subject to compliance with applicable laws and

c. APL is classified as the promoter of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms as an integral part of this Report.

8. DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and Section 76 of the Companies

Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AND CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

10. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, as such there is nothing to report under Section 134 (3) (ca) of the Companies Act, 2013.

11. DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors make the following statements to the best of their knowledge and ability:

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation and that no material departures have been made from the same;

b. That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied 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 March 31, 2024 and of the profit/losses of the Company for the year ended on that date;

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

d. That the annual financial statements have been prepared on a going concern basis;

e. That the directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f. That 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.

12. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Sanjeev Aggarwal (DIN: 00064076), Managing Director of the Company and Mr. Rishav Aggarwal (DIN: 05155607), Whole Time Director of the Company and being longest in the office is liable to retire by rotation at ensuing 35^th Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.

Appointments and cessations of Directors & Key Managerial Personnel during the year are as under; Appointments:

Name of Director	Category of Directorship	Date of Appointment at Board Meeting	Date of confirmation of Appointment by Shareholders	Term of Appointment
Mr. Arun Agarwal (DIN; 10067312)	Non-Executive and Non-Independent	March 26, 2024	June 24, 2024	liable to retire by rotation
Mr. Ajay Kumar Jain (DIN; 01052886)	Non-Executive and Non-Independent	March 26, 2024	June 24,2024	liable to retire by rotation
Mr. H.S. Upendra Kamath (DIN; 02648119)	Independent	March 26, 2024	June 24, 2024	Five Years from the date of appointment
Mr. Abhilash Lal (DIN; 03203177)	Independent	March 26, 2024	June 24, 2024	Five Years from the date of appointment
Ms. Asha Anil Agarwal (DIN; 09722160)	Independent	March 26, 2024	June 24, 2024	Five Years from the date of appointment

Cessations:

Ms. Sonal Kasat (DIN; 10042917) resigned from the office of Independent Director of the Company on December 27, 2023 due to her personal reason. Mrs. Bhavika Ghuntla (DIN; 10084723) resigned from the office of Independent Director of the Company due to her pre - occupation and other professional commitments on April 22, 2024. Mr. Muktesh Kumar Jain (DIN; 03340682) ceased from the office of Independent Director of the Company due to personal reasons on April 23, 2024. The Board placed on record their appreciation the contributions made the outgoing directors during their tenure as Directors of the Company.

Pursuant to requirements of the Section 203 of the Companies Act, 2013, Mr. Sanjeev Aggarwal (DIN; 00064076), Chairman & Managing Director, Mr. Rishav Aggarwal (DIN; 05155607), Wholetime Director, Mr. Suresh Purohit, Chief Financial Officer and Mr. Vijay Joshi, Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel of the Company as on the date of this report.

Brief profile of the Directors proposed to be appointed/re-appointed as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - II on General meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice of 35^th AGM of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have submitted a declaration under section 149(7) of the Companies Act, 2013 and confirmed that they meet the criteria of independence as mentioned under the provisions of sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time. The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company''s Code of Conduct.

14. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

15. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board had adopted the Nomination & Remuneration Policy for selection and

appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been posted on the website of the Company viz. http://www. kisangroup.com/investorrelations/code-policies. php

16. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, Statutory Committees of the Board viz. Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

Pursuant to Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Schedule IV of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company management and the Board at their separate meeting held on February 13, 2024. The Independent Directors found their performance satisfactory.

17. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the policy for appointment

and selection of director and their remuneration including criteria for determining qualification, positive attributes, independence of director and other matters are adopted by the Board of Directors of the Company.

18. NUMBER OF MEETINGS OF THE BOARD:

Seven (7) meetings of the Board of Directors were held during the Financial Year 2023-2024. The details of Board Meetings and the attendance of Directors are provided in the Corporate Governance Report, which is part of this report.

19. NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

Five (5) meetings of the Audit Committee were held during the Financial Year 2023-2024. The details of Audit Committee Meetings and the attendance of members are provided in the Corporate Governance Report, which is part of this report. All recommendations of the Audit Committee have been accepted by the Board.

20. AUDITORS:

a) Statutory Auditors:

The office of Statutory Auditors of the Company was earlier held jointly by M/s. S. Guha & Associates, Chartered Accountants (FRN: 322493E) and M/s. Sen & Ray, Chartered Accountants (FRN: 030347E). M/s. S. Guha & Associates, Chartered Accountants (FRN: 322493E) resigned as Joint Statutory Auditors of the Company, with effect from June 26, 2023. Hence, currently M/s Sen & Ray, Chartered Accountants are single Statutory Auditor of the Company.

MCA vide circular dated May 7, 2018 omitted the requirement of ratification of term of Statutory Auditor every year. However, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and there are audit qualifications/ observations in the Auditor''s Report on Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024 which are as follows:

Sr. No.	Audit Qualifications/ Observations	Reply to the audit qualifications/ observations
1.	The Company is in	The Company is
	default w.r.t. payment	in the process
	of statutory dues to	of analysing and
	government authorities	paying off the dues.
	and filing of periodic	The interest as
	returns thereof, which	applicable on these
	may entail penalty which	delays is already
	is not ascertainable and hence not provided for.	provided for.

b) Cost Auditors:

in terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act,

2013. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,

2014, your Company is required to appoint Cost Auditor for the audit of cost records of the Company.

A Certificate from M/s. Bhanwarlal Gurjar & Co., Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

The Board, on recommendation of Audit Committee, has approved the re-appointment and remuneration of M/s. Bhanwarlal Gurjar & Co., Cost Accountants (FRN: 101540) as the Cost Auditor to audit cost accounting records of the Company for the Financial Year 20242025, at their meeting held on May 15, 2024.

in accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders; the Board recommends the same for approval of shareholders at the ensuing AGM.

in the Cost Audit Report of the Company for the Financial Year 2023-2024, issued by M/s. Bhanwarlal Gurjar & Co., Cost Accountants

in Form CRA-3, there is no audit qualification, reservation or adverse remark.

c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed, Company Secretaries in practice to conduct Secretarial Audit for the Financial Year 2024-2025.

The report on secretarial audit for the Financial Year 2023-2024, issued by Company Secretaries in practice in Form MR-3 forms integral part of this report as âAnnexure- Dâ.

The observations given by Secretarial Auditor in their report for the Financial Year ended March 31, 2024 are self-explanatory except the following:

Sr. No.	Observations	Reply to the observations
1.	The Composition of	The composition of the
	Nomination and	NRC was not in
	Remuneration	accordance with the
	Committee (NRC)	requirements of due
	was not in compliance	Regulation 19(1) of SEBI
	with Regulation 19(1)	(LODR) Regulations,
	of sebi (LODR)	2015, for a certain
	Regulations, 2015 for	period due to the
	a certain period,	resignation of one
	which complied with	independent Director
	effect from August	in April 2023. The
	14, 2023.	Company has taken corrective steps to bring the composition of NRC in due compliance with Regulation 19(1) of SEBI (LODR) Regulations, 2015 with effect from August 14, 2023.

Sr.

No.

Observations

Reply to the observations

One instance of UPSI was recorded in delay in the structural digital deta base system of the Company.

Due to the uncertainty of the corporate action event, as a measure of abundant precaution, the entry was recorded in the Company''s SDD after the occurrence of the event. However, the Company will strengthen the process further to ensure comprehensive documentation of UPSI sharing processes.

d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on August 14, 2023 have appointed M/s. Somani & Co., Chartered Accountants (FRN:130819W) as Internal Auditors of the Company to conduct Internal Audit of the Company.

e) Internal Financial Control System and their Adequacy:

The Company has in place Internal Financial Control system, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the M/s. Somani & Co, Chartered Accountants, Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Statutory Auditors of the Company have monitored & evaluated the efficacy of Internal Financial Control System in the Company, it is in compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations and recommendations along

with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

f) Familiarisation Programme for the Independent Directors:

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of training and familiarization Programme have been provided under the Corporate Governance Report.

g) Particulars of Loans, Guarantees or Investments by the Company:

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024 are set out in Notes to the Standalone and Consolidated Financial Statements of the Company provided in this Annual Report.

h) Vigil Mechanism/ Whistle Blower Policy:

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with the provisions of Companies Act, 2013 as well as Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the Company viz. http://www,kisangroup, com/investorrelations/code-policies.php.

i) Particulars of Contracts or Arrangements made with Related Parties:

& Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. The Company has obtained prior approval of the Audit Committee for entering into transactions with related parties. A statement of all Related Party Transactions are placed before the Audit Committee and Board for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 40 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Company''s website at http://www.kisangroup.com/ investorrelations/code-policies.php.

j) Annual Return:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2024 is available on the website of the Company at www.kisangroup. com.

k) Investor Education and Protection Fund (IEPF):

and unpaid for seven consecutive years or more, are required to be transferred by the Company to the demat account of the IEPF Authority within a period of 30 days of such shares becoming due to be so transferred. Communication was sent by the Company to the concerned Members who had not claimed their dividend for seven consecutive years or more providing them an opportunity to claim such dividend. No amount of unclaimed dividend is pending to be transferred to IEPF as no dividend was declared by the Company subsequent to FY 2013-14.

l) Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo are provided in the âAnnexure-Eâ to this Report.

m) Statement Concerning Development and Implementation of Risk Management Policy of the Company:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company. The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business.

The Audit Committee and the Board of Directors periodically review the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

n) Holding Company:

The post-acquisition of shares in terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Apollo Pipes Limited (APL) holds approx 53.57% of the paid up equity share capital of the company. Consequently, APL is considered as a holding company as per section 2(46) of Companies Act, 2013, of Kisan Mouldings Limited.

0) Subsidiaries:

KML Tradelinks Private Limited is a Wholly Owned Subsidiary of your Company. During the year, the Board of Directors (''the Board'') reviewed the affairs of the Subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its Subsidiary, which form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/ Joint Ventures is given in ''Form AOC-I'' and forms an integral part of this report as âAnnexure-Aâ.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on website of the Company http://kisangroup.com/ investorrelations/financialresults.php.

p) Material Subsidiary:

The Board of Directors of the Company had adopted a Policy for determining material subsidiary in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is posted on the Company''s website at http://www.kisangroup. com/investorrelations/code-policies.php.

Presently, there is no material subsidiary company of the Company for the Financial Year 2023-2024 pursuant to provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

q) Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives:

As the provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company and thus the Company has not developed or implemented any Corporate Social Responsibility initiatives as on date.

r) Managementâs Discussion and Analysis Report:

The Management''s Discussion and Analysis Report is provided in a separate section and forms an integral part of this report as âAnnexure-Câ and it gives detail of the overview, industry structure and developments, different product groups of the Company, operations of the Company for the year under review.

s) Particulars of Remuneration to Directors and Employees:

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and the details of the ratio of remuneration of each director to the median employee''s remuneration is annexed herewith as âAnnexure-Bâ to this Report.

Further, none of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

t) Significant and Material Orders Passed by the Regulators or Courts:

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

u) Corporate Governance Report:

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Secretarial Auditors confirming compliance of conditions of Corporate Governance forms an integral part of this report.

v) Compliance with Secretarial Standards:

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate

law and practices. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively,

w) Prevention of Sexual Harassment at Workplace:

The Company strongly believes in zero tolerance towards sexual harassment at the workplace and is committed to provide a healthy environment to each and every employee of the Company, Your Company has framed and adopted a policy in line with provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, All employees (permanent, contractual, temporary, trainees) are cover under the said policy,

The Company has also constituted an Internal Complaints Committee (ICC) to consider and resolve all sexual harassment complaints reported by women, The constitution of the ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the committee also includes external members with relevant experience, Half of the total members of the ICC are women,

There were no complaints received and pending during the F.Y. 2023-2024,

x) Acknowledgement:

The Board of Directors wishes to express its gratitude and record its sincere appreciation towards its clients, vendors, investors, Bankers, Business Associates and the Government and other regulatory authorities for their continued support, co-operation and professionalism during the year, The Directors of the Company thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company and look forward to their continued support in the future, The Directors would like to express its gratitude and place on record its sincere appreciation for the commitment and dedicated efforts put in by all the employees during the year,

For and on behalf of the Board of Directors Kisan Mouldings Limited

Sd/-

Sanjeev A. Aggarwal Chairman & Managing Director (DIN: 00064076)

Date: July 25, 2024 Place: Mumbai

Mar 31, 2018

To,

Dear Members,

The Board of Directors (âBoardâ) have great pleasure in presenting the Companyâs Twenty Ninth Annual Report on the business and operations of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL SUMMARY/ HIGHLIGHTS

The Companyâs financial performance, for the Financial Year ended March 31, 2018 is summarised below::

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from operations	47,360.00	43,547.63	55,929.55	47,966.06
Add:- Other Income	534.08	183.25	534.08	191.75
Total Income	47,894.08	43,730.88	56,463.63	48,157.81
Total Expenses	48,259.41	45,041.43	56,783.91	49,453.84
Profit/ (loss) before tax (PBT)	(365.33)	(1,310.55)	(320.28)	(1,296.02)
Less:- Tax expense	(376.91)	(1,213.68)	(363.00)	(1,209.95)
Profit/ (loss) for the year (PAT)	11.58	(96.87)	42.72	(86.07)
Total Comprehensive income/ (loss)	16.16	(90.90)	47.30	(80.10)

Note: The above revenue from operation is net of excise duty and goods and service tax collected on behalf of government.

2. INDIAN ACCOUNTING STANDARDS:

Pursuant to notification issued by Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017. Consequently, figures of previous years are re-grouped as per Ind-AS.

3. FINANCIAL PERFORMANCE:

On a consolidated basis, the total revenue for FY 18 at â56,463.63 lakhs was higher by 17.25% over the previous year (â48,157.81 lakhs in FY 17). Total earning after tax for FY 18 â42.72 lakhs was higher by 150% against the loss of previous year RS.86.07 lakhs in FY17.

On standalone basis, the total revenue of the Company increased to RS.47,894.08 lakhs for FY 18 against RS.43,730.88 lakhs in FY 17. Your Company reported growth in total profit after tax was RS.11.58 lakhs for FY 18 against the loss of RS.96.87 lakhs in FY 17.

In order to increase further sales in the near future, the Company is planning to adopt various strategies and programmes which will boost the demand for the Companyâs products. The Company is of the view to focus on magnifying innovations in the marketplace through brilliant execution and on building markets of the future or what we call as âmarket developmentâ and thereby enhancing stakeholders value.

4. TRANSFER TO GENERAL RESERVE:

During the year under review, the Company has not transferred any amount to the General Reserve.

5. DIVIDEND:

During the year under review, your directors have not recommended any dividend.

6. SHARE CAPITAL:

During the year under review, On October 17, 2017 & October 23, 2017, the Company has allotted 38,55,027 equity shares and 11,44,973 equity shares respectively. Total 50,00,000 Equity Shares, on preferential issue basis for cash at price of RS.118.90/- per share, including premium of RS.108.90/- per share to the strategic investors (Non - Promoter Group of the Company) in compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendment thereof. Consequently, Issue, subscribed and paid up equity share capital of the Company increased from B 28,86,30,650/- divided in to 2,88,63,065 equity shares of face value of RS.10/- each to RS.33,86,30,650/- divided in to 3,38,63,065 Equity shares of face value of B 10/- each.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity and does not have any scheme to fund its employees to purchase the shares of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms as an integral part of this Report.

8. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and Section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AND CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Further, there was no change in the nature of business of the Company during the financial year.

10.DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

11. DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors make the following statements to the best of their knowledge and ability:

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation and that no material departures have been made from the same;

b. That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied 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 March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

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

d. That the annual financial statements have been prepared on a going concern basis;

e. That the directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f. That 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.

12.BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Sunil Goyal (DIN: 00503570), NonExecutive Non-Independent Director of the Company being longest in the office, shall retire by rotation at 29^th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

Appointments and cessations of Directors & Key Managerial Personnels are as under:

Appointments:

- Mr. Rishav Aggarwal (DIN: 05155607) - Wholetime Director and Mr. H.S. Upendra Kamath (DIN: 02648119) - Independent Director were appointed on August 22, 2017 respectively and the same has been approved by members of the Company in 28th Annual General Meeting held on September 30, 2017.

- Mr. Praveen kumar Tripathi (DIN: 03154381) was appointed as an Additional Director (Non-Executive-Independent Director) with effect from January 10, 2018 to hold office upto the date of ensuing Annual General Meeting of the Company by way of circular resolution which was approved by the Board on January 11, 2018. The Company has received a notice in writing from a member of the Company under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Independent Director of the Company for a term of 5 (Five) years w.e.f. January 10, 2018.

- Mr. Amit Sudhakar was appointed as the Chief Financial Officer with effect from November 16, 2017 and Mrs. Snehal Pawar as the Company Secretary & Compliance Officer of the Company with effect from November 15, 2017.

- Mr. Dharak Mehta was appointed as the Company Secretary & Compliance Officer of the Company with effect from August 10, 2018.

Cessation:

- Mr. Ashok Aggarwal (DIN: 00061943) ceased to be Director with effect from May 29, 2017.

- Mr. TV Rao (DIN: 05273533) ceased to be Director with effect from July 01, 2017.

- Mrs. Anjana Motwani (DIN: 02650184) ceased to be Directors with effect from August 10, 2018.

- Mr. Suresh Purohit was re-designated as Commercial Head of the Company and accordingly he ceased to be Chief Financial Officer and Key Managerial Personnel of the Company with effect from 15th November, 2017.

- Ms. Priyanka Chauhan had resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 11th September, 2017 due to her personal reason.

- Mrs. Snehal Pawar had resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 18th April, 2018 due to her personal reason.

13.DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have submitted a declaration and confirmed that they meet the criteria of independence as mentioned under the provisions of sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

14.NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act, and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been posted on the website of the Company viz. http://www. kisangroup.com/investorrelations/code-policies.php

15.BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process.

16.POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to provision of Section 178 (3) of the Companies Act, 2013, the policy for appointment and selection of director and their remuneration including criteria for determining qualification, positive attributes, independence of director and other matters are adopted by the Board of Directors of the Company.

17. NUMBER OF MEETINGS OF THE BOARD:

Six (6) meetings of the Board were held during the Financial Year 2017-18. For details of the meetings of the Board and attendance of directors, kindly refer to the Corporate Governance Report, which is part of this report.

18.NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:

Four (4) meetings of the Audit Committee were held during the Financial Year 2017-18. For details of the meetings and members of the Audit Committee, kindly refer to the Corporate Governance Report, which forms part of this report. All recommendations of the Audit committee has been accepted by the Board.

19.AUDITORS:

a. Statutory Auditors:

M/s. A D V & Associates, Chartered Accountants, Mumbai (Firm Registration No. 128045W) were appointed as the Statutory Auditors in 27^th Annual General Meeting (âAGMâ) to hold office from the conclusion of 27^th AGM for a term of consecutive five years till conclusion of 32nd AGM (subject to ratification of the appointment by the members at every AGM).

MCA vide circular dated May 7, 2018 omitted the requirement of ratification of term of Statutory Auditor every year. The Audit Committee and Board has noted the same at their meeting held on May 21, 2018. However, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

The Notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and there is no audit qualification, reservation or adverse remark for the year under review.

b. Cost Auditors:

The Board, on recommendation of Audit Committee has approved the appointment and remuneration of M/s. Bhanwarlal Gurjar & Co., Cost Accountants (FRN: 101540) as the Cost Auditor for audit of cost accounting records of the Company for the financial year 2018-19.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders; the Board recommends the same for approval of shareholders at the ensuing AGM.

c. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on February 12, 2018 had appointed M/s. AVS & Associates, Company Secretaries in practice, Mumbai in place of M/s. R. L. Associates, to conduct Secretarial Audit for the financial year 2017-18.

The report on secretarial audit for the Financial Year 2017-18, issued by M/s. AVS & Associates, Company Secretaries in Form MR-3 forms integral part of this report as âAnnexure- Dâ

The observations given by Secretarial Auditor in their report for the financial year ended March 31, 2018 are self explanatory except the following:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on recommendation of Audit Committee, the Board of Directors has appointed M/s. AVS & Associates, a firm of Company Secretaries in practice, to conduct Secretarial Audit for the financial year 2018-19.

d. Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on May 21, 2018 have appointed M/s. K.M Tulsian & Associates, Chartered Accountants as Internal Auditors of the Company for the Financial Year 2018-19, to conduct Internal Audit of the Company.

20.INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in place Internal Financial Control system, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

M/s. K.M Tulsian & Associates, Internal Auditorsâ comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

21.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March, 2018, are set out in Notes to the Standalone Financial Statements of the Company provided in this Annual Report.

22.VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with the provisions of Companies Act, 2013 as well as Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the company viz http://www.kisangroup.com/investorrelations/code-policies.php

23.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions entered into by the Company with related parties were in the ordinary course of the business and at armâs length basis and are in accordance with the provisions of the Companies Act, 2013, Rules made thereunder and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has obtained approval of the Audit Committee for entering into transactions with related parties. A statement of all Related Party Transactions are placed before the Audit Committee and as also before the Board approval, for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, the Company has not entered into any contracts / arrangements / transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note No. 43 of the Standalone Financial Statements of the Company and the policy on related party transaction, as formulated by the Board is available on the Companyâs website at http:// www.kisangroup.com/investorrelations/code-policies.php

24.EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the details forming part of the extract of Annual Return prescribed in the Form MGT-9 is given in âAnnexure- Eâ and forms an integral part of this report.

25.INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provision of the Companies Act, 2013 and rules made thereunder, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority as established by the Government of India, after completion of seven years. Accordingly, the Company has transferred the unclaimed and unpaid dividend of RS.1,88,438/- for the Financial Year 2009-10 to the IEPF Authority.

Further, pursuant to the provision of Section 124 of the Companies Act, 2013 read with the Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time) (IEPF Rules), shares of the Company in respect of which dividend entitlements have remained unclaimed and unpaid for seven consecutive years or more, are required to be transferred by the Company to the demat account of the IEPF Authority within period of 30 days of such shares becoming due to be so transferred. Communication was sent by the Company to the concerned Members who had not claimed their dividend for seven consecutive years or more providing them an opportunity to claim such dividend. Accordingly, the Company has transferred the 40,133 Equity shares on December 20, 2017 to the IEPF Authority for the Financial Year 2009-10.

26.ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information related to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as âAnnexure - Fâ to this Report.

27.STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance the Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company. The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

The Audit Committee and the Board of Directors periodically review the report on Risk associates with business of the Company. Such report includes risk identification, evaluation and mitigation of risk.

28.SUBSIDIARIES:

KML Tradelinks Private Limited is a wholly owned subsidiary of your Company. During the year, the Board of Directors (âthe Boardâ) reviewed the affairs of the Subsidiary. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and its Subsidiary, which form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associates Companies/ Joint Ventures is given in âForm AOC-Iâ and forms an integral part of this report as âAnnexure- Aâ.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on website of the Company http://www.kisangroup.com/investorrelations/financialresults. php

29.MATERIAL SUBSIDIARY:

The Board of Directors of the Company had adopted a Policy for determining material subsidiary in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is posted on the Companyâs website at http://www.kisangroup. com/investorrelations/code-policies.php.

Presently there is no material subsidiary company.

30.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company and thus the Company has not developed or implemented any Corporate Social Responsibility initiatives as on date.

31.MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

Managementâs Discussion and Analysis Report on the operations of the Company for the year under review is provided in a separate section and forms an integral part of this report as âAnnexure-C.

32.PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in zero tolerance towards sexual harassment at the workplace and is committed to provide a healthy environment to each and every employee of the Company. Your Company has framed and adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Details of the complaints as on 31.03.2018 are as under:

Number of Complaints pending as on the beginning of the year	Nil
Number of complaints received during the year	Nil
Number of complaints disposed off during the year	Not applicable
Number of cases pending for more than 90 days	Not applicable
Nature of action taken by the employer	Not applicable
Number of Complaints pending as on end of the year	Nil

33.PARTICULARS OF REMUNERATION TO DIRECTORS AND EMPLOYEES:

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employeeâs remuneration is annexed herewith as âAnnexure- Bâ to this Report.

34.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

35.CORPORATE GOVERNANCE REPORT:

Pursuant to Regulations 34 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance practices followed by the Company, together with a certificate from the Companyâs Secretarial Auditors confirming compliance of conditions of Corporate Governance forms an integral part of this report.

36.COMPLIANCE WITH SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

37.ACKNOWLEDGEMENT:

The directors take this opportunity to express its gratitude and record its sincere appreciation towards its clients, vendors, investors, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities for their continued support, cooperation and professionalism during the year. The directors of the Company thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company and look forward to their continued support in the future. The Directors would like to place on record their gratitude to all the employees who have continued their support during the year. Our consistent growth was made possible by their hardwork, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Kisan Mouldings Limited

Sd/-

Sanjeev A. Aggarwal

Chairman & Managing Director

(DIN: 00064076)

Date: August 10, 2018

Place: Mumbai

Mar 31, 2016

Directors'' Report

Dear Members,

The Directors hereby submit their Twenty Seventh Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2016.

1. FINANCIAL RESULTS:

The Company''s financial performance, for the year ended March 31, 2016 is summarized below:

Rs. in Lakhs

Particulars	Current Year 2015-16	Previous Year 2014-15
Sales	46,441.83	44,898.48
Other Income	436.78	195.79
Profit before Depreciation, Interest and Tax (PBDIT)	3204.54	1553.43
Less: Interest	3732.34	3951.18
Less: Depreciation	1453.02	1378.47
Profit before Tax	(1980.82)	(3776.23)
Provision for Taxation âIncome Tax	-	136.90
- Deferred Tax	(449.32)	(128.66)
- (Short)/Excess Provision	-	-
- Mat Credit Entitlement (For Earlier Year)	-	-
Net Profit After Tax	(1531.50)	(3784.46)
Balance brought forward	878.60	4581.14
Balance available for Appropriation	(652.9)	796.68

Appropriation
Proposed Dividend	(239.52) (892.42)	-
Relinquishment of Dividend		81.92
Amortization of goodwill		-
Impairment of the Assets		-
Balance carried to Balance Sheet		878.60

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, the Company has incurred a total loss of Rs.1531.50 Lakhs as compared to the total loss of 3784.46 Lakhs in the previous year. This year the Company has tried to reduce its losses and has succeeded also up to certain extent as compared to previous year. The directors are hopeful for the bright future of the Company in the years to come.

During the year under review, turnover of your Company is Rs. 46,441.83 Lakhs as compared to the turnover of Rs.44,898.48 Lakhs in the previous year. Due to adverse market conditions and global recession, the net loss during the year under review is Rs.1531.50 Lakhs compared to the net loss of Rs. 3784.46 Lakhs in the previous year.

Your Company is relentlessly putting all its efforts to reduce the cost and improve the operating margins and is trying its level best to improve the numbers in the coming future and thereby increasing the stakeholders interest.

3. DIVIDEND:

In view of accumulated losses, your directors are unable to declare any dividend for the year under review.

4. DEPOSITS:

Your 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 and as such no account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

5. MATERIAL CHANGES:

During the financial year 2015-16, there are no material changes affecting the financial position of the Company and affecting the Financial Statements.

6. DIRECTOR''S RESPONSIBILITY STATEMENT

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

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures and there are no material departure.

b. That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied 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 March 31, 2016 and of the profit or loss of the Company for the FY ended on that date;

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

d. That the annual financial statements have been prepared on a going concern basis;

e. That they have laid down proper internal financial controls which are to be followed by the Company and thereafter ensuring it''s adequacy and operating efficiency.

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Ashok Aggarwal retires by rotation at this AGM of the Company and being eligible has offered himself for re-appointment.

The Board of Directors in their meeting held on August 05,2016, accepted the resignation of Mr. Vijay Aggarwal from Chairmanship of the Company due to age and health issues though he showed his willingness to continue as the Whole-time Director of the Company. In the same Meeting, Mr. Sanjeev Aggarwal was appointed as Chairman of the Company and his designation was changed from Joint Managing Director to Managing Director.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the said Act, the Key Managerial Personnel of the Company are Mr. Sanjeev Aggarwal - Joint Managing Director (now re-designated as Managing Director), Mr. Suresh Purohit - Chief Financial Officer, Mrs. Priyanka Chauhan - Company Secretary. Mr. Abhaya Shankar - Chief Executive Officer resigned from the Company on December 15, 2015.

8. NUMBER OF MEETINGS OF THE BOARD:

Four meetings of the board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

9. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"). The performance of individual Directors including the Chairman of the Board were evaluated on parameters such as level of engagement, constructive contribution and inputs in meetings and independence of judgment thereby safeguarding the interests of the Company. The performance of the Board as a whole and its Committee were evaluated based on criteria such as Board/ Committee composition and structure, effective of board/committee meeting process, information and functioning etc.

In a separate meeting of the Independent Directors, performance of the non-independent directors, performance of the Board as whole and performance of the Chairman was evaluated. Performance Evaluation of the Independent Directors was done by the entire board, excluding the independent director being evaluated.

10. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

11. AUDITORS & AUDITORS'' REPORT Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and rules framed there under during the financial year M/s. ADV & Associates, Chartered Accountants, Mumbai (Firm Registration No. 128045W), has been proposed to be appointed as the Statutory Auditors of the Company in place of the retiring auditors M/s. Mittal & Associates, who shall hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the Annual General Meeting of the year 2020-21. The Company has received an affirmation that no disqualification is attracted as defined under Sec 141(3) and their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 . The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditors:

As per Section 148 of the Act, the Company has appointed, M/s. Bhanwarlal Gurjar & Co., Cost Accountants for conducting the audit of cost records of the Company during the financial year.

Secretarial Auditors:

As per Section 204 of the Act, Secretarial Audit Report from M/s. R L & Associates, Practicing Company Secretaries (Certificate of Practice No. 11472) forms an integral part of this Directors Report as "Annexure A." The Secretarial Report does not contain any qualifications, reservations or adverse remark.

12. INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013, now requires auditors to also opine on whether a Company has an adequate internal financial controls (IFC) system in place and the operating effectiveness of such controls which is in addition to the existing audit opinion on financial statements. For this, the Company has set up an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. This enables the Company to maintain accurate records, detect defect or non-compliances at an earlier stage and thereby enables the management to undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

13. SHARE CAPITAL

The Issued, Subscribed and Paid-Up Equity Share Capital as on March 31, 2016 was Rs.2032.51 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. As on March 31, 2016 none of the Directors of the Company hold any instrument convertible into equity shares of the Company. On April 16,2016, the Company allotted 11,38,000 Equity Shares on Preferential basis to the Promoters and Promoter Group of the Company in compliance with the provisions of the SEBI (ICDR) Regulations, 2009 and any amendments thereto due to which the issued, subscribed and Paid -up Capital of the Company stands increased from 2032.51 to Rs.2146.30 Lakhs.

14. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013, the extract of Annual Return is given in "Annexure B" in the prescribed Form MGT-9, which forms an integral part of this report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are given in the notes to the Financial Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

None of the transactions entered with the related party falls under the purview of Section 188 of the Companies Act, 2013. All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the financial year the Company has not entered into materially significant related party transactions with the Promoters, Key Managerial Personnel or other designated person which may have potential conflict with interest of the Company at large and dealing of such transaction may be viewed on the Company''s website at www.kisangroup.com. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC-2 is not applicable to the Company.

17. DISCLOSURE REQUIREMENTS :

As per SEBI Listing Regulations, corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report.

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company aims to integrate energy efficiency into overall operations of the Company. The Company is trying to improve the efficiency of energy production and consumption pattern wherever required. The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

POWER AND FUEL CONSUMPTION:

Electricity	Unit	2015-16	2014-15
Purchased	KWH	256,48,375	242,70,813 1467.23 6.045
Total Amount	Rs. In Lakhs	1542.80
Average Rate per unit	Rs.	6.02

TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT:

The Company''s operations do not require significant import of technology. The Company aims to improve its productivity and quality of its services and products. Innovation is a constant process and the Company has engaged in improving the product design, material cost, productivity, etc. as part of this process.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Rs. in Lakhs

Particulars	For the year	For the year
	ended 31st	ended 31st
	March, 2016	March, 2015
Total Foreign Exchange earned	17.69	113.33
Total Foreign Exchange used	3609.68	3890.64

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Since the elements that threatens the Company''s very existence is very minimal, the Company has not undergone under any Risk Management Policy.

20. SUBSIDIARIES

The Company doesn''t have any Subsidiary, Associate or Joint venture.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

22. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI Listing Regulation, a separate report on Management Discussion and Analysis Report forms an integral part of this Report.

23. PARTICULARS OF EMPLOYEES

As provided under Section 136 of the Act, the Reports and Accounts of the Company are being sent to the Members and others entitled thereto. The particulars of employees are available by the Members for inspection at the Registered Office of the Company on working days during business hours up to the date of the ensuing AGM. If any member desires to obtain the copy of the same may make an application in writing for the same to the Company Secretary in this regard. The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

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

During the financial year there exist no significant material orders are passed by the Regulators/Courts which would impact the Company''s existence, going concern status and future operations of the Company.

25. CORPORATE GOVERNANCE REPORT

As per SEBI Listing Regulations a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company''s Auditors confirming compliances forms an integral part of this Report.

Further, as per Regulations, 17(8) of SEBI Listing Regulations, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report.

26. ACKNOWLEDGEMENT

The directors express their grateful appreciation towards its Clients, Vendors, Investors, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities for their continued support, cooperation and professionalism during the year. The directors of the Company thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company and look forward to their continued support in the future. The Directors would like to place on record their gratitude to all the employees who have continued their support during the year. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors

Kisan Mouldings Limited

Date: August 05, 2016 SanjeevAggarwal AshokAggarwal VijayAggarwal

Place: Mumbai Chairman & Managing Whole-time Director Whole-time Director

Director

Priyanka Chauhan Suresh Purohit

Company Secretary Chief Financial Officer

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Financial Results for the year ended 31st March, 2014 is as under: (Rs. in Lacs)

Current Year Previous Year Particulars 2013-14 2012-13

Sales 53,635.38 51,956.69

Other Income 145.45 118.92

Profit before Depreciation, Interest and Tax (PBDIT) 5,593.40 5,561.07

Less: Interest (Net) 3,790.59 3,686.47

Less: Depreciation 1,455.00 1,368.05

Profit before Tax 347.81 506.56

Provision for Taxation: - Income Tax 66.86 73.45

- Deferred Tax 48.05 190.98

Net Profit After Tax 232.91 242.13

Balance brought forward 5,056.01 4,978.51

Balance available for appropriations: 5,288.92 5,220.64

APPROPRIATION

Amount transferred to Reserve - -

Proposed Dividend 101.63 101.63

Dividend Tax 17.27 16.49

Additional Dividend paid during the year - 46.51

Relinquishment of Dividend 79.81 -

Amortisation of goodwill 668.69 -

Balance carried to Balance Sheet 4,581.14 5,056.01

PERFORMANCE:

Your Company continued to maintain its operations by registering Sales of Rs. 53,635.38 lacs as against Rs. 51,956.69 lacs in the previous year. Profit before Depreciation, Interest and Tax has increased from Rs. 5561.07 lacs to Rs. 5593.40 lacs. After providing for Interest and Depreciation amounting to Rs. 3,790.59 lacs and Rs. 1,455.00 lacs respectively, the Profit before Tax for the year under review has amounted to Rs. 347.81 lacs as compared to Rs. 506.56 lacs in the previous year. Net profit After Tax for the year has increased / decreased to Rs. 232.91 lacs as compared to Rs. 242.13 lacs in the previous year. After adding Rs. 5,056.01 lacs being the balance brought forward from previous year, the balance available for appropriations stands at Rs. 5,288.92 lacs.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

DIVIDEND:

Your Directors are pleased to recommend a dividend at the rate of Rs. 0.50 (@ 5%) per share (Previous Year Rs. 0.50/ - per share i.e. @ 5% per share) on the Paid-up Equity Share Capital of the Company for the year ended 31st March, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

that the Directors had prepared the Annual Accounts for the Financial Year ended 31st March, 2014 on a going concern basis.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

REPORT ON CORPORATE GOVERNANCE COMPLIANCES AND MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Clause 49 of the Listing Agreement, the Report on Corporate Governance Compliances along with Management Discussion and Analysis Report as attached, forms part of this Report.

DIRECTORS:

Mr. Kunal R. Aggarwal - Director of the Company gave his resignation w.e.f. 12th February, 2014 due to Pre- occupation. The Board thanked him for his valuable service rendered during his tenure in the Company.

Mr. R. D. Suvarna, Independent Director passed away on 29th April, 2014. During his tenure as Director, the Company was immensely benefited from his rich and wide experience in various fields. The Board of Directors placed on record the appreciation for benefits received by the Company during the tenure of Mr. Suvarna as a Director of the Company.

The terms of appointment of Shri Satish J. Aggarwal and Shri Sanjeev A. Aggarwal Directors of the Company were amended from not liable to retire by rotation to retire by rotation in accordance with the provision of the Companies Act, 2013

Shri Satish J. Aggarwal and Shri Ashok J. Aggarwal being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, it is proposed to appoint Shri S. K.

Jain and Shri Sunil Goyal as Independent Directors to hold office upto Calendar year 2019. Your Directors recommend their appointment.

As required under the Listing Agreement, a brief profile of the Directors to be appointed /re-appointed at the ensuing Annual General Meeting is attached is annexure with the notice of AGM

AUDITORS:

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), the Statutory

Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 139(1) of the Companies Act, 2013 and have indicated their willingness to continue as Statutory Auditors of the Company. The Directors recommend their appointment as Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

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

The relevant data pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

For and on behalf of the Board

Date : 24th July, 2014 Vijay J. Ashok J. Sanjeev A. Place : Mumbai Aggarwal Aggarwal Aggarwal Vice Chairman-1 Vice Chairman-2 Joint Managing & Whole Time & Whole Time Director Director Director

Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Twenty Second Annual Report on the operations of the Company together with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Current Year Previous Year (2010 - 2011) (2009 - 2010)

Sales 27562.83 19588.40

Other Income 88.62 107.40

Profit before Depreciation, Interest and Tax (PBDIT) 2985.13 2111.45

Less: Interest (Net) 1467.07 840.25

Less: Depreciation 735.58 550.37

Profit Before Tax & Extra - ordinary Items 782.48 720.82

Provision for Taxation: - Income Tax 36.24 190.00

- Deferred Tax 131.52 70.12

- Fringe benefit Tax 0.00 0.00

Profit After Tax before Extra-ordinary Items 614.72 460.70

Less: Extra - ordinary Items 242.46 -

Profit After Tax After Extra - ordinary Items 372.26 460.70

Balance brought forward 1940.96 1659.72

Balance available for appropriations: 2313.22 2120.42

APPROPRIATIONS:

Amount transferred to Reserve 25.00 25.00

Proposed Dividend 136.38 132.46

Dividend Tax 23.18 22.00

Balance carried to Balance Sheet 2128.66 1940.96

Performance:

Your Company continued to maintain its upward trend by registering Sales of Rs. 27,562.83 lacs as against Rs. 19,588.40 lacs in the previous year. Profit before Depreciation, Interest and Tax has increased from Rs. 2,111.45 lacs to Rs. 2,985.13 lacs. After providing for Interest and Depreciation amounting to Rs. 1,467.07 lacs and Rs. 735.58 lacs respectively, the Profit before Tax for the year under review has amounted to Rs. 782.48 lacs as compared to Rs 720.82 lacs in the previous year. Net profit After Tax for the year has decreased to Rs. 372.26 lacs as compared to Rs 460.70 lacs in the previous year which was mainly because of Extra - Ordinary Items. After adding Rs. 1,940.96 lacs being the balance brought forward from previous year, the balance available for appropriations stands at Rs. 2,313.22 lacs.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

Your Directors are pleased to recommend a dividend at the rate of Rs. 1 (@ 10%) per share (Previous Year Rs. 1.2 i.e. @12% per share) on the Paid-up Equity Share Capital of the Company for the year ended March 31, 2011.

Issue of Optionally Fully Convertible Warrants:

(I) 20,48,375 Optionally Fully Convertible Warrants:

As per the terms of issue of the said Warrants, each warrant was convertible into 1 (one) Equity Share of the face value of Rs. 10/- at a premium of Rs. 23/- per share within 18 months from the date of allotment thereof. The Company had converted the remaining balance of 20,48,375 warrants into Equity Shares on April 5, 2010.

The aforesaid equity shares have been duly listed on the Bombay Stock Exchange Limited.

(II) 26,00,000 Optionally Fully Convertible Warrants:

The Company had after obtaining necessary approval from the Shareholders of the Company at the Annual General Meeting of the Company held on 27th September 2010 and on receiving the requisite approvals from the Bombay Stock Exchange Limited, allotted 26,00,000 Optionally Fully Convertible Warrants (OFCW) of which, 15,60,000 warrants were allotted to Promoter Group including persons acting in concert with them and balance 10,40,000 warrants were allotted to persons other than promoter group on January 18, 2011.

As per the terms of issue of the said Warrants, each warrant was convertible into 1 (one) Equity Share of the face value of Rs. 10/- at a premium of Rs. 47/- per share within 18 months from the date of allotment thereof. During the year under review, after receiving full consideration, the Company had converted 26,00,000 warrants into Equity shares on January 28, 2011.

The aforesaid equity shares have been duly listed on the Bombay Stock Exchange Limited.

Demerger of "Roha and Silvasa Undertakings" of Kisan Irrigations Limited as going concern into Kisan Mouldings Limited:

The Scheme of Arrangement of Demerger of Roha and Silvassa Undertakings ("the demerged Undertakings") of Kisan Irrigations Limited as going concern to Kisan Mouldings Limited has been approved by the Board of Directors on February 12, 2011 and submitted to Bombay Stock Exchange Limited for In - principle approval.

Capacity Expansion:

1. Dewas:

At Dewas Plant, we have installed HDPE and PVC Pipe machines and built storage capacity. Production has already started.

2. Mahasumand:

At Mahasumand Plant, we have installed Garden Tubing Machines and updated instruments. Production has already started.

3. Phulera:

At Phulera near Jaipur Plant, we are planning to install, Drip Irrigation system, HDPE Sprinkle Pipes and PVC Pipe Machines. The spade work for implementation has commenced.

4. Tumkur:

At Tumkur near Bangalore, we are planning to install, CPVC, HDPE Pipes and PVC Pipe Machines, Suction and Tubing. Construction work is in full swing and likely to be completed by August 2011. By September 2011, we are expecting to take trial production.

5. Mahagaon:

At Mahagaon Plant, we have installed facilities for manufacture of SWR Pipes, ASTM Pipes, Conduit Pipes and Moulds for Fittings. Production has already started.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

- that the Directors had prepared the Annual Accounts for the Financial Year ended March 31, 2011 on a going concern basis.

Public Deposits:

The Company has not accepted deposits under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended during the year.

Report on Corporate Governance Compliances and Management Discussion and Analysis:

As required under Clause 49 of the Listing Agreement, the Report on Corporate Governance Compliances along with Management Discussion Analysis and the Certificate issued by M/s Rathi & Associates, Practicing Company Secretaries regarding compliance of conditions of Corporate Governance, form part of this Report.

Directors:

Shri S.S. Gupta and Ms. Monika Seth, Director of the Company resigned from the Directorship of the Company with effect from June 16, 2011. Pursuant to Articles of Association of the Company and provisions of the Companies Act, 1956, Shri Sunil Goyal and Shri Kunal R. Aggarwal retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

Auditors:

M/s Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue as Statutory Auditors of the Company.

Auditors' Comment:

The observations made by the Auditors in their Report read with relevant notes given in the Notes on Accounts are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The relevant data pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Particulars of Employees:

During the year under review, none of the employees of the company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

For and on behalf of the Board

Place: Mumbai Date: June 17, 2011 Satish J. Aggarwal Vijay J. Aggarwal Managing Director Vice Chairman - 1 and Whole Time Director

Mar 31, 2010

The Directors have pleasure in presenting the Twenty-first Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in Lacs)

Current Year Previous Year

Particulars (2009 - 2010) (2008 - 2009)

Sales 20311.93 15118.06

Other Income 107.40 30.75

Profit before Depreciation, Interest and Tax (PBDIT) 2111.45 1717.59

Less: Interest 840.25 743.32

Less: Depreciation 550.37 523.67

Profit before Tax 720.82 450.60

Provision for Taxation - Income Tax 190.00 175.00

Provision for Taxation - Deferred Tax 70.12 (34.14)

Provision for Taxation - FBT 0.00 12.50

Profit after Tax 460.70 297.24

Balance brought forward 1659.72 1494.82

Balance available for appropriation 2120.42 1792.06

APPROPRIATIONS :

Amount transferred to General Reserves 25.00 50.00

Proposed Dividend 132.46 70.38

Dividend Tax 22.00 11.96

Balance carried to Balance Sheet 1940.96 1659.72

Performance:

During the year under review, your Company continued to maintain its upward trend by registering Sales of Rs. 20311.93 lacs as against Rs. 15118.06 lacs in the previous year. Profit before Depreciation, Interest and Tax has increased from Rs. 1717.59 lacs to Rs. 2111.45 lacs. After providing for Interest costs and Depreciation amounting to Rs. 840.25 lacs and Rs. 550.37 lacs respectively, the Profit before Tax for the year under review has increased to Rs. 720.82 lacs as compared to Rs 450.60 lacs in the previous year. Net profit after Tax for the year has increased to Rs. 460.70 lacs as compared to Rs 297.24 lacs in the previous year.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

Your Directors are pleased to recommend a dividend at the rate of 12% on the Paid -up Equity Share Capital of the Company for the year ended 31st March, 2010.

Allotment of Equity Shares pursuant to conversion of 40,00,000 Optionally Fully Convertible Warrants.

The Company had after obtaining necessary approval from the Shareholders of the Company, allotted 40,00,000 Optionally Fully Convertible Warrants (OFCW), of which 20,00,000 to Promoter Group including persons acting in concert with them and 20,00,000 to Persons other than promoter group. As per the terms of the issue the said Warrants were convertible into One Equity Share at a premium of Rs. 23 per share for every Warrant held within 18 months from the date of allotment. During the year under review, the Company had converted 19,51,625 Warrants into Equity Shares. The balance 20,48,375 Warrants were also subsequently converted into Equity Shares on 5th April, 2010.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year.

- that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the directors had prepared the Annual Accounts for the Financial Year ended 31 st March, 2010 on a going concern basis.

Public Deposits:

The deposits accepted by the Company are in accordance with the provisions of Section 58A of the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975 as amended.

Report on Corporate Governance Compliances and Management Discussion and Analysis:

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Management Discussion and Analysis and Corporate Governance along with the Certificate by M/s. Rathi & Associates, Practicing Company Secretaries regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ashok J. Aggarwal, Shri Ramesh J. Aggarwal and Shri R. D. Suvarna, Directors of the Company, shall retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors have as per the recommendation of the Remuneration Committee, appointed Shri Vijay J. Aggarwal as Vice Chairman - 1 and Whole Time Director for a period of three years starting from 01st January, 2010 and re-appointed Shri Sanjeev A. Aggarwal as Joint Managing Director and Shri Satish J. Aggarwal as Managing Director for a period of three years starting from 01st October, 2010, subject to the approval of the shareholders at the ensuing Annual General Meeting.

A brief profile of the above mentioned Directors, as required by clause 49VIA of the Listing Agreement with the Stock Exchange is attached to the Notice of the ensuing Annual General Meeting.

Auditors:

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456 W), the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue as auditors. Auditors Comment:

The observations made by the Auditors in the Auditors Reports read with relevant notes given in the Notes on Accounts are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The relevant data pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report, as per Annexure A.

Particulars of employees:

Pariculars of employees, whether employed for the whole year or part thereof, who were in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is furnished vide Annexure B attached herewith.

Acknowledgements

Your Directors take this opportunity to express their gratitude for the support and co-operation received during the year from the Investors, Financial Institutions, Bankers, Statutory Authorities and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the employees of the Company at all levels during the year.

For and on behalf of the Board

Place : Mumbai Satish J. Aggarwal Vijay J.Aggarwal

Date : 29th May, 2010 Managing Director Vice Chairman-1 and Whole Time Director

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