Konndor Industries Ltd Directors Report

To,

The Members,

KONNDOR INDUSTRIES LIMITED

AHMEDABAD

Your Directors take pleasure in presenting the 40th Annual Report of your Company together with Audited Accounts for the year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

Your companys performance for the financial year 2022-23 is summarized below:-

	2021-22 (Rs. in lacs)	2020-21 (Rs. in lacs)
Total Revenue	1152.72	375.17
Total Expenses	1115.95	209.70
Profit (Loss) Before Taxes	36.77	84.46
Net Tax Expense	10.17	25.16
Profit/ (Loss) for the period (After Tax)	26.60	59.30

2. OPERATIONS:

Your Company has earned total revenue of Rs. 1152.72 Lacs as compared to Rs. 375.17 Lacs in the previous year. The total expenditure incurred during the year was Rs. 1115.95 Lacs as compared to Rs. 290.70 Lacs in the previous year. The Net Profit after taxation during the year under review is Rs. 26.60 Lacs as compared to previous years Profit of Rs. 59.30 Lacs.

3. DIVIDEND:

With a view to conserve the resources, your Directors do not recommend any dividend on the equity share capital of the Company for the year ended 31st March, 2023.

4. PUBLIC DEPOSITS:

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

5. DIRECTORS:

Shri Shashikant Thakar retires at the ensuing Annual General Meeting of the Company and being eligible for re-appointment, he offers himself for re-appointment.

6. COMPOSITION AND NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company consists of well qualified and experinced persons having expertise in their respective areas. It has combination of 1 Executive Directors, 1 Independent Directors and 1 Non executive Director.

The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary. During the year under the review, the Board met 4 times on the following dates: 30th May, 2022, 13th August, 2022, 12th November, 2022 and 13th February, 2023

7. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) of the Companies Act, 2013, in relation to the financial statements for FY 2022-23 the Board of Directors state that: a) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2023 and of the profits for the year ended 31st March, 2023; c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) The financial statements have been prepared on a going concern basis. e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

8. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The Nomination & Remuneration Committee considers the requirement of the skill on the Board, integrity of the persons having standing in their respective field/profession and who can effectively contribute to the Companys business and policy decisions, recommend the appointment to the Board for approval.

Any payment to non-executive directors of the Company is decided on the basis of the market rate of the same service and the after considering the professional knowledge and expertise of the Director in the same field.

The Committee has approved a policy with respect to the appointment and remuneration of the Directors and Senior Management personnel.

9. STATUTORY AUDITORS AND THEIR REPORT

M/s. Shah and Shah, Chartered Accountants, the Statutory Auditors of the Company has Conducted the audit for Financial Year 2022-23.

The Auditors Report does not contain any qualification, reservation or any adverse remark.

M/s. Shah and Shah, Chartered Accountants has resigned from Statutory Auditors of the Company w.e.f. 28th August, 2023, in their place Board has in their Board Meeting held on 30th August, 2023, appointed M/s. Vijay Moondra & Co., Chartered Accountants under Casual Vacany formed due to resignation of M/s. Shah and Shah.

Appointment of M/s. Vijay Moondra & Co., Chartered Accountants, is placed before you to confirm him as statutory Auditors for a term of 5 years starting from Conclusion of 40th Annual General Meeting of the Company till the Conclusion of 45th Annual General Meeting of the Company.

10. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance and Management Discussion & Analysis Report are not applicable to the Company, as the paidup equity share capital of the Company is less than Rs. 10 Crore and net worth of the Company is less than Rs. 25 Crores as on the last date of Financial year 2022-23.

11. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014, your Company has appointed M/s RNCA & Associates., Chartered Accountants, as the Internal Auditors of the Company for conducting internal audit for the financial year 2023-24.

12. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 read with Section 134(3) of the Companies Act, 2013, the Board of Directors has appointed Mr. Abhishek Chhajed, Company Secretary, Ahmedabad as Secretarial Auditor of the Company for FY 2022-23. The Secretarial Audit Report issued in Compliance with SEBI (LODR) by Mr. Abhishek Chhajed is annexed with the Boards report as Annexure B.

13. SECRETARIAL AUDITORS REMARKS

Mr. Abhishek Chhajed, Company Secretary who was appointed as Secretarial Auditor for the Company for conducting audit for the year 2022-23, has given following qualifications in her report

1. Pursuant to regulation 47 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Company has not made newspaper publication of the financial results for the quarter and year ended December 31, 2022.

2. The company was required to file E-form MGT-7 within 60 days of AGM for the financial year 2021-22, The date of AGM was 26th September, 2022 therefore the due date for filing form MGT-7 is 24th November, 2022 but the company filed E-form MGT-7 on 28th November, 2022 there was delay of 3 days in filing the E-form MGT-7.

3. The information is not properly disclosed on the website of the company as required to be disclosed and be made available for public as per regulation 46 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

4. The company has not given large entity disclosure as required in Pursuant to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated 26th November, 2018 and SEBI Operational Circular No.

SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 (Chapter XII - Fund raising by issuance of debt securities by large corporate) and Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.

5. The Company has maintained Structured Digital Database in password protected excel database hence audit trail requirement is not complied as mentioned under Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations).

14. MANAGEMENTS VIEW ON REMARKS

With reference to the remarks provided in the Secretarial Audit Report, Board of Directors of the Company has considered the remarks. Board will ensure that such non-compliances do not happen again and will place proper vigilance to ensure compliance with all the applicable rules and regulations.

15. CODE OF CONDUCT

The Company has adopted a Code of Business Conduct based on the business principles of the Company. The Board has laid down the code of conduct for all Board members and Senior management of the Company. The code of conduct has been posted on the website of the company. All Board members and Senior management personnel affirms the compliance with the code on an annual basis in the prescribed format.

16. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of

Independence as prescribed under the applicable provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. DEMATERIALIZATION

The Equity shares of the Company are in compulsory demat segment and are available for trading in the depository system of both National Securities Depository Ltd (NSDL) and the Central Depository Services (India) Ltd. (CDSL). 52,18,272 nos. of equity shares forming 94.57% of the equity share capital of the Company stands dematerialized on 31st March, 2023.

18. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited, the nation-wide Stock Exchange.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions were at arms length basis. They were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement.

All the related party transactions are put forth for the approval of appropriate bodies, as applicable, in compliance with the applicable provisions of the Act. A statement of all related party transactions is presented before the Audit and Risk Management Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transaction.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Corporate Social Responsibility (CSR) are currently not applicable to the Company.

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

The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 are not applicable to the Company.

22. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

23. THE EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as required under Section 134 (a) of the Companies Act, 2013, is attached as Annexure A to this Report.

24. APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors places on record their appreciation for the continued support and confidence received from its Bankers and employees of the Company.

For and on behalf of the Board of Directors

Shashikant Thakar

Chairman

DIN: 02887471

Place : Ahmedabad

Date : 29/08/2023