Directors Report of Kisan Mouldings Ltd.

Mar 31, 2018

To,

Dear Members,

The Board of Directors (‘Board’) have great pleasure in presenting the Company’s 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 Company’s 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 ‘56,463.63 lakhs was higher by 17.25% over the previous year (‘48,157.81 lakhs in FY 17). Total earning after tax for FY 18 ‘42.72 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 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 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:

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. 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 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 DIRECTORS’ 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 (‘AGM’) 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 Auditors’ 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 “Annexure- D”

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 Auditors’ 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 arm’s 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 Company’s 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 “Annexure- E” 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 “Annexure - F” 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 (‘the Board’) 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 ‘Form AOC-I’ and forms an integral part of this report as “Annexure- A”.

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 Company’s 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.MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s 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 “Annexure-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 employee’s remuneration is annexed herewith as “Annexure- B” 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 Company’s 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 Company’s 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 –Income 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