Directors Report of Kanak Krishi Implements Ltd.

Mar 31, 2014

DIRECTORS'' REPORT TO THE MEMBERS

The Directors have great pleasure in presenting the 4th Annual Report together with the Audited Accounts of the Company for the year ended at 31st March, 2014.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2013-14 and 2012-13 is given below:

(Rupees in Lacs)

Particulars For Financial Year Ended 31st March, 2014 31st March, 2013

Total Income 9,086,916.00 5,608,942.00

Total Expenditure 8,798,169.16 5,488,181.76

Profit before Tax 288,746.84 120,760.24

Less: Tax Expense (89,223) (37,314)

Profit / (Loss) After Tax 199,523.84 83,446.24

DIRECTORS

Mr. Love Kumar and Mr. Pramod Kumar who were co-opted as Additional Directors on the board of the company with effect from 21st January, 2014 and 24th January, 2014 respectively and who ceases to hold the office at this Annual General Meeting and in respect of whom a notice under section 160 of the Companies Act, 2013 has been received from a member along with requisite deposit proposing their candidatures for the office of a Director on the Board of the Company.

Mr. Satyendra Kumar, who was appointed as an Additional Director of the Company with effect from 18th January, 2014, he holds office until the date of the Annual General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Satyendra Kumar for the office of the Director under the provisions of Section 160 of the Companies Act, 2013.

Mr. Satyendra Kumar was appointed as Whole time Director with effect from 18.01.2014, subject to the approval of Members at the ensuing Annual General Meeting and subject to the approval of the Central Government, if any, for a period of five(05) years.

The Board recommends their appointment for your approval.

During the period under review, Mr. Pramod Kumar Yadav, Mr. Gora Gupta has resigned from the Board.

INDEPENDENT DIRECTOR

Pursuant to Section 149 of the Companies Act, 2013(new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of upto 5 years each. In terms of Presently, Mr. Love Kumar and Mr. Shyam Saini are the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new act and the Listing Agreement, they may be appointed afresh with a fixed period of upto 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Companys business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of Annual General Meeting of the Company.

DIVIDEND

In consideration of future prospects of the Company, Your Board of Directors has decided to plough back the profits into the business operations of the Company.

PUBLIC DEPOSIT

The Company has not accepted any deposits during the year under review.

AUDITORS

The Statutory Auditors M/s. Ravi Bhushan & Co., Chartered Accountants, holds office until the conclusion of the ensuing Annual General Meeting.

The Company has received undertaking from them to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such re-appointment.

A Board of directors of the company has recommended their appointment in the ensuing Annual General Meeting.

ISSUE OF EQUITY SHARES

During the year under review, the Company has issued and allotted 752500, 3988500, 1814500 and 1732500, equity shares of Rs, 10/- each on 29.01.2014, 05.02.2014, 22.02.2014 and 25.02.2014, respectively and accordingly, the Equity Paid up Share capital stand increased to Rs. 124,080,000/- (Rupees Twelve and Eighty thousand only) consisting 12,408,000 equity shares of Rs. 10/- each.

AUDITOR''S REPORT

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CONVERSION OF THE COMPANY FROM "PRIVATE LIMITED" TO "PUBLIC LIMITED"

During the year 2013-2014, Out Company was converted in to a Public Limited Company and Consequently the name was changed to " Kanak Krishi Implements Private Limited" to "Kanak Krishi Implements Limited" vide fresh certificate of incorporation dated 02nd January, 2014, issued by the Registrar of Companies, National Capital Territory of Delhi & Haryana.

CHANGE IN REGISTERED OFFICE

During the year the company changed its registered office from Plot No. D-29, Sector-1, Tala Nagri, Ramghat Road, Aligarh, Uttarpradesh-202001 to 1/586, Sector-1, Vaishali, Ghaziabad-201010 w.e.f 18.01.2014

LISTING OF SHARES OF THE COMPANY

During the year under review, Your Company has applied for listing of its equity shares on the ITP platform of BSE Limited and got listed on BSE limited on 27th March, 2014.

SUBSIDARY COMPANIES

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit or Loss of the company for the year under the review.

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

d) The Directors have prepared the annual accounts on a going concern basis.

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

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earnings and outgo during the year under Report.

PARTICULARS OF EMPLOYEES

The provisions of section 217(2A) of the Companies Act, 1956 are not applicable as no Employee was in receipt of remuneration to the extent laid down therein.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. Your Directors wish to place on record their appreciation of sincere and devoted services rendered by all the workers and staff at all levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 42 of the Listing Agreement.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Stat e Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

Dated: 22.08.2014 For and on behalf of board of Place: Vaishali Kanak Krishi Implements Limited

Sd/- Sd/- Pramod Kumar Satyendra Kumar Director Director DIN: 06799484 DIN: 06794868

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Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting Annual Report of the company together with Audited Statement of Accounts for the financial year ended on March 31, 2013 and Auditors'' Report thereon.

1- Financial Results: During the financial year under review, your company has made a profit of Rs 83,446.24/- after tax against a previous year profit of Rs. 19,362.52/-.

2. Dividend: Board of Directors has decided to plough back the profits back into the business and has decided not to pay any dividend for the year under review.

3. Deposit: The Company has neither invited nor accepted any public deposits during the financial period.

4. Directors: Mr. Shyam Seni was appointed as additional directors by the Board of Directors in their meeting held on 10th October, 2012.

5- Conservation of energy, technology, absorption, foreign exchange earning & outgo

a.) As regards to disclosure u/s 217{i)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, particulars relating to conservation of energy are not applicable to the company.

b.) Disclosure of information relating to Foreign Exchange earning & outgo as required under Rule 2(i) is Nil.

6. Employee: As required by the provision of section 217(2A) of the Companies ACT, 1956. Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 60,00,000/- per annum or 5, 00,000/- per month for any part thereof.

7. Auditors: M/s Ravi Bhushan & Co., Chartered Accountants, (FRN 505754} New Delhi, j retire at the conclusion of this Annual General Meeting. The Company has received notice from the expressing their willingness for re-appointment as the statutory auditors of the ; Company. The auditor forwarded their certificate stating that their re-appointment, if made will be within the limit specified in that behalf in Sub Section (IB) of section 224 of the Companies Act, 1956. The Board hereby recommends their appointment to the Shareholders of the Company.

8- Director''s Responsibility Statement: The responsibility statement pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 are as under:

i.) The said annual account has been prepared in compliance of all applicable accounting standards.

ii) All accounting policies selected for preparing accounts has been consistently applied and wherever required, judgments and estimates 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 in case of Profit and Loss accounts for that period.

in) Proper and sufficient care has been taken to maintain adequate accounting records as per the provisions of the said Act and also sufficient care has been taken for the safeguard of the assets of the Company including preventing and detecting frauds and other irregularities.

iv) The said annual accounts have been prepared on a going concern concept basis.

9. Acknowledgement: The management acknowledges with gratitude, the cooperation extended by the company''s staff and members and other outside agencies.

For and on behalf of the Board

Kanak Krishi Implements Private Limited

GORAV GUPTA PRAMOD KUMAR YADAV

Director Director

Place: Uttar Pradesh

Date: 31.08.2013

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report of your company together with the audited accounts, for the year ended 31st March 2012.

FINANCIAL RESULTS CURRENT YEAR

Profit/(Loss) before Depreciation & Tax : Rs 28,020.52/-

Less: Depreciation : Rs 9,212.00/-

Profit after Depreciation : Rs 18,808.52/-

Provision for Taxation

- Normal Tax Liability : NIL

- Deferred Tax Liability : NIL

-FBT

Profit after Tax : Rs 19,362.52/-

Balanced Brought Forwards : Rs./-

Profit (Loss) carried forwards to Balance Sheet : Rs (207928/-)

Paid up Share Capital : Rs 4,00,000 /-

That the company is engaged in Marketing Services and trading of related items, earned total receipts to the tone of Rs 14,45,910/- in its year of working and we are excepting growth in the future.

DIVIDEND

Your directors do not recommend any dividend.

FUTURE PROSPECTS

The company will continue to explore new financial products to increase the Turnover and Profitability of the Company.

PARTICULARS OF EMPLOYEES

During the year under review no employee has been drawing remuneration exceeding the limits as specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company is not covered by schedules which require to furnish details in Form A & B as per the provisions of Section 217{1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the reports of Board of Director) Rules, 1988.

PUBLIC DEPOSITS

The company has not accepted any deposit from the deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules made there under.

FOREIGN EXCHANGE EARNINGS AND OUTGOES

Disclosures under the provisions of the Companies (Disclosure of particular in the report of Board of Directors) Rules, 1988 are not presently applicable to the company except;

Total Foreign Exchange Earnings and Outgo Rs Nil

Foreign Exchange Earnings/Receipts Rs Nil

Foreign Exchange Outgo Rs Nil

DIRECTORS RESPONSILIBITY STATEMENT

AS PER SECTION 217(2AA) OF THE Companies Act, 1956 your director''s states:

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

II. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit & Loss of the company for the period.

III. 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 the safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. That the Directors had prepared the annuaLaccounts on a going concern basis.

BUYBACK OF SHARES

Since no buyback has taken place during the year, no explanation is required U/s 77A (4) of the Companies Act, 1956.

DIRECTORS

As per the provision of the Memorandum and Articles of Association of the company the Directors need not liable to retire by rotation at every Annual General Meeting.

AUDITORS

M/s Ravi Bhushan & Co., Chartered Accountants, New Delhi, the Auditors of the company, retire at ensuring Annual General Meeting and being eligible, offer themselves for re-appointment.

GENERAL

The note forming part of the accounts being self-explanatory, the comments made by the auditors in their report are not required to be dealt separately.

ACKNOWLEDGEMENT

The Directors wish to place on records their deep appreciation for the valuable support received from the Shareholders of the company. For and on behalf of the Board

For KANAK KRISHI IMPLIMENTS PRIVATE LIMITED

DIRECTOR

PUCE: ALIGAR

Date:01st September, 2012

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Mar 31, 2011

The Directors have pleasure in presenting the First Annual Report of your company together with the audited accounts, for the year ended 31st March 2011.

FINANCIAL RESULTS CURRENT YEAR

Profit/(Loss) before Depreciation & Tax ; Rs (207928/-)

R<; Nil/- Less: Depreciation : Nil

Profit after Depreciation : Rs (207928/-)

Provision for Taxation

- Normal Tax Liability : Rs /-

- Deferred Tax Liability : Rs /-

- FBT

Profit after Tax : Rs (207928/-)

Balanced Brought Forwards : Rs /-

Profit (Loss) carried forwards to : Rs (207928/-) Balance Sheet

Paid up Share Capital : Rs.4,00,000/-

That the company is engaged in Marketing Services and trading of related MMg total receipts to the tone of Rs 1244587/- in its year of working and we are excepting growth in the future.

DIVIDEND

Your directors do not recommend any dividend.

FUTURE PROSPECTS

The company will continue to explore new financial products to increase the Turnover and Profitability of the Company.

PARTICULARS OF EMPLOYEES

During the year under review no employee has been drawing remuneration exceeding the limits as specified in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company is not covered by schedules which require to furnish details in Form A & B as per the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the reports of Board of Director) Rules, 1988.

PUBLIC DEPOSITS

The company has not accepted any deposit from the deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and the rules made there under.

FOREIGN EXCHANGE EARNINGS AND OUTGOES

Disclosures under the provisions of the Companies (Disclosure of particular in the report of Board of Directors) Rules, 1988 are not presently applicable to the company except;

Total Foreign Exchange Earnings and Outgo Rs Nil

Foreign Exchange Earnings/Receipts RS Nil

Foreign Exchange Outgo Rs Nil

DIRECTORS RESPONSILIBITY STATEMENT

AS PER SECTION 217(2AA) OF THE Companies Act, 1956 your director''s states:

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

II. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so '' as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit & Loss of the company for the period.

III. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records fin accordance with the provisions of this Act for the safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. That the Directors had prepared the annual accounts on a going concern basis.

BUYBACK OF SHARES

Since no buyback has taken place during the year, no explanation is required U/s 77A (4) of the Companies Act, 1956.

DIRECTORS

As per the provision of the Memorandum and Articles of Association of the company the Directors need not liable to retire by rotation at every Annual General Meeting.

AUDITORS

M/s Ravi Bhushan & Co., Chartered Accountants, New Delhi, the Auditors of the company, retire at ensuring Annual General Meeting and being eligible, offer themselves for re-appointment.

GENERAL

The note forming part of the accounts being self-explanatory, the comments made by the auditors in their report are not required to be dealt separately.

ACKNOWLEDGEMENT

The Directors wish to place on records their deep appreciation for the valuable support received from the Shareholders of the company.

For and on behalf of the Board

For KANAK KRISHIIMPLIMENTS PRIVATE LIMITED

SD/-

DIRECTOR

PLACE: ALIGARH

DATE : 02.09.2011