Kshitij Polyline Ltd

To,

The Members,

Kshitij Polyline Limited

Your Directors are hereby presenting the 15^th Directors Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2023.

1. FINANCIAL STATEMENTS & RESULTS:

Financial Results-

The Company's financial performance during the year ended March 31, 2023, as compared to the previous financial year, is summarized as below:

The Consolidated Financial Statements for the financial year ended March 31, 2023, forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of the Company on its website: https://kshitijpolyline.co.in/investors/.

2. STATE OF COMPANY AFFAIRS:

During the Financial Year ended March 31, 2023, the Company?s total Revenue from operations is INR 3,397.53 Lakhs as against INR 3,903.71 Lakhs in the corresponding previous Financial Year ended March 31, 2022.

The Profit/(Loss) after tax for the Financial Year ended March 31, 2023, is INR 45.27 Lakhs as against Profit of INR 41.56 Lakhs in the corresponding previous Financial Year ended March 31, 2022.

3. DIVIDEND:

With a view to conserve the available resources, your directors have thought it is prudent not to recommend any dividend for the financial year.

4. NATURE OF BUSINESS AND ANY CHANGES THEREIN:

The Company continues to be engaged in the business of Manufacturing of plastic office stationery items and other related Products.

There has been no change in the nature of business of the Company during the year under review.

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

6. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position / salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2023 and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is given in Form AOC-1 and is attached and marked as "ANNEXURE I" and forms part of this Report.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company?s website and can be accessed at the Web-link: https://kshitijpolyline.co.in/investors/

8. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relatingto deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013 were in the ordinary course of business and on an arm?s length basis.

All the related party transactions were placed before the Audit Committee for approval, wherever applicable. Prior approval is also obtained from the Audit Committee for therelated party transactions which cannot be foreseen and accordingly, the required disclosures are made to the Committee on quarterly basis for its approval.

Further, all related party transactions are mentioned in the notes to the accounts and are given in Form AOC-2 and is attached and marked as "ANNEXURE II" and forms part of this Report. The Directors draw attention of the members to the Notes to the financial statements which set out the disclosure for related party transactions. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link: https://kshitijpolyline.co.in/investors/.

EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are not applicable to the company, therefore, the details pertaining to the same is not disclosed herewith.

Further, the details pertaining to Foreign Exchange Earnings and Outgo are tabled below:

11. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the company as on March 31, 2023 is placed on the website of the company at the following web address: https://kshitijpolyline.co.in/investors/

A. Authorized Share Capital:

During the year under review, the Authorized Share Capital of the company increased from INR 10,50,00,000/- (Indian Rupees Ten Crores Fifty Lakhs Only) divided into 1,05,00,000 (One Crores Five Lakhs) equity shares of INR 10 (Indian Rupees Ten Only) each, to INR 20,00,00,000 (Indian Rupees Twenty Crores Only) divided into 2,00,00,000 ( Two Crores Only) equity shares of INR 10/- (Indian Rupees Ten Only) each, by way of Ordinary Resolution passed by shareholders of the company at the Annual General Meeting held on August 30, 2022. Further, the Shareholders at Extra-Ordinary General Meeting held on October 10, 2022, have approved the sub-division of the existing equity share of the company from 1 (One) Equity Share having face value of Rs. 10/- (Rupees Ten Only) each to 1 (One) Equity Share having face value of Rs. 2/- (Rupees Two Only). Accordingly, the Authorized share Capital of the company stands altered as to INR 20,00,00,000 (Indian Rupees Twenty Crores Only) divided into 10,00,00,000 (Ten Crores Only) equity shares of INR 2 /- (Indian Rupees Two Only) each.

B. Issued, subscribed and paid-up share capital:

The issued, subscribed and paid-up share capital of the Company is INR 10,13,04,660 as at March 31, 2023, comprising of 5,06,52,330 Equity Shares of Rs. 2 each fully paid-up.

SECRETARIALSTANDARD- 2:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Meetings of the Board of Directors and General Meetings.

14. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

The particulars of Loans, Guarantees, and Investments covered under section 186 of the Companies have been disclosed in Note No. 9 & 14 of Notes to the Financial Statement.

POSITION OF THE COMPANY:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company?s financial position have occurred between the end of the financial year of the Company and date of this report.

16. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

Your Company has a robust Internal Audit mechanism, conducted as per pre-approved calendar. Basis the audit, Internal auditor periodically report on the Design deficiency and Operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently.

a) Board of Directors-

The Board of Directors of Kshitij Polyline Limited is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

The Board of Directors of the Company as on March 31, 2023, are as follows:

It is to be noted that none of the directors of the company are disqualified under the provisions of the Act.

(i) Appointment-

Mrs. Manisha Chordia was appointed as Additional Non-Executive Director on June 02, 2022, to hold office up to the date of 14^th Annual General Meeting. The proposal for appointment of Mrs. Manisha Chordia as a Non-Executive Director of the Company was placed in the Annual General Meeting held on August 30, 2022, and the members appointed her as a Non-Executive Director by passing an Ordinary resolution.

Mr. Jitesh Mathurbhai Patel was appointed as Additional Independent Director on June 02, 2022, to hold office up to the date of 14^th Annual General Meeting. The proposal for appointment of Mr. Jitesh Mathurbhai Patel as an Independent Director of the Company was placed in the Annual General Meeting held on August 30, 2022, and the members appointed him as an Independent Director by passing an Ordinary resolution.

Mr. Lal Singh Bhagrot was appointed as Additional Executive Director on August 11, 2022, to hold office up to the date of ensuing General Meeting. The proposal for appointment of Mr. Lal Singh Bhagrot as an Executive Director of the Company was placed in the ExtraOrdinary General Meeting held on September 03, 2022, and the members appointed him as an Executive Director by passing an Ordinary resolution.

Mr. Mahendra Kumar Jain was appointed as an Additional Executive Director on October 14, 2022.

(ii) Resignation-

Mr. Rahul Devshi Shah, Director, resigned from the directorship of the Company with effect from October 14, 2022, due to preoccupation & unable to devote time to the company.

Mr. Jitesh Mathurbhai Patel, Independent Director, resigned from the directorship of the Company with effect from February 15, 2023 owing to personal, unavoidable circumstances.

(iii) Retirement by rotation-

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Bharat Hemraj Gala, Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (1) and (2) of the Companies Act, 2013.

b) Key Managerial Personnel-

During the year under review, the changes in the Key Managerial Personnel (KMPs) are as follows:

c) Declaration by Independent Directors-

The Company has duly complied with the definition of ‘Independence? according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that they meet the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

d) Remuneration / Commission drawn from Holding / Subsidiary Company-

None of the Directors have drawn any remuneration or commission from holding or subsidiary company.

e) Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year-

The Board of Directors have evaluated the Independent Directors appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

18. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: a) Board meetings-

The Board of Directors met twelve (12) times during the financial year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The details of the meetings of the Board of Directors held during the year under review, are stated in the Corporate Governance Report forming a part of this report. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India andthat such systems are adequate and operating effectively.

b) Audit Committee-

The Audit Committee of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations 2015, the details of the same are as follows:

For details of the Audit Committee meetings held for the financial year 2022-23 and Terms of reference along with powers & role of the Audit Committee are included in the Corporate Governance Report forming part of this report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

c) Nomination and Remuneration Committee-

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 amended from time to time read with Regulation 19 of SEBI (LODR) Regulations 2015, the details of the same are as follows:

For details of the Nomination and Remuneration Committee meetings held for the financial year 2022-23 and Terms of reference along with powers & role of the Nomination and Remuneration Committee are included in the Corporate Governance Report forming part of this report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the

Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy has been placed on the Website of the Company at https://kshitijpolyline.co.in/investors/ .

d) Stakeholders Relationship Committee-

During the year under review, pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations 2015, the Board of Directors of the Company has constituted the Stakeholder?s Relationship Committee, comprising of the following members:

For details of the Stakeholder Relationship Committee meetings held for the financial year 2022-23 and Terms of reference along with powers & role of the Stakeholder Relationship Committee are included in the Corporate Governance Report forming part of this report.

During the year under review, the Company has resolved all the complaints received from the Shareholders. There was no complaint pending as on March 31, 2023.

e) Independent Directors meeting-

In Compliance with Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Regulations) Requirement, 2015; the Independent Directors Meeting of the Company was held on February 13, 2023. Independent Directors Meeting considered the performance of Non-Independent Directors and Board as whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programmes by Chairman, Executive Director?s and Senior Management. f) Vigil Mechanism-

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and every such class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil mechanism policy and further re-affirms thatthe Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the company at the link: https://kshitijpolyline.co.in/investors/.

g) Risk Management Policy-

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h) Annual Evaluation of Directors, Committee and Board-

The Board has carried out an annual performance evaluation of its own performance, and ofthe Directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management Committee and other Committees of Boardof Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board.The exercise was carried out by feedback survey from each Directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desiredlevels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

i) Management Discussion & Analysis-

A separate report on Management Discussion & Analysis is appended to this Annual Report as an "ANNEXURE III" and forms part of this Directors? Report.

19. CORPORATE SOCIAL RESPONSIBILITY:

During the year under, the Company does not fall under the criteria stated under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rule, 2014. In view of the same, no CSR initiatives have been undertaken by the company.

20. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

2023-

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, shareholders at their 12^th Annual General Meeting had approved the appointment of M/s. VCRA & Associates (Firm Registration No.: 104727W), Chartered Accountants as the statutory auditors of the Company for the term of 5 (Five) consecutive years period commencing from financial year 2019-20 and who shall hold office from the conclusion 12^th Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year 2023-24.

The Auditor?s Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^ST MARCH 2023-

Provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Regulation 24A of SEBI (LODR) Regulation, 2015, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s. Monika Jain & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The secretarial audit report issued by M/s Monika Jain & Associates, Practicing Company Secretaries, in Form MR-3 for the financial year 2022-23, forms part of the Directors Report as "ANNEXURE VI".

The Management Responses to the observations of the Secretarial Auditor are as follows:

c. INTERNAL AUDITOR-

M/s. Valawat & Associates, Chartered Accountants were appointed as the Internal Auditor of the Company for the financial year 2022-23 based on the recommendationof the Audit Committee of the Company. d. MAINTENANCE OF COST RECORDS-

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)-

There were no incidents of reporting of frauds by Statutory Auditors of the Company underSection 143(12) of the Act read with Companies (Accounts) Rules, 2014.

21. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL-

No orders have been passed by any Regulator or Court or Tribunal which can have impact onthe going concern status and the Company?s operations in future.

b. DIRECTOR?S RESPONSIBILITY STATEMENT-

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2023, the Board of Directors hereby confirms that: i. In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; ii. Such accounting policies have been selected and applied consistently and the Directors 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 31^st March, 2023 and of the loss of the Company for that year; iii. Proper and sufficient care was taken 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; iv. The annual accounts of the Company have been prepared on a going concern basis; v. Internal financial controls were followed by the Company and such internal financial controls are adequate and are operating effectively; and vi. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively; c. CORPORATE GOVERNANCE-

Your Company believes that sound practices of good Corporate Governance, Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company. A Report on Corporate Governance, along with a certificate from the Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the "LODR Regulations") forms part of Annual Report and is marked as "ANNEXURE V".

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013-

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013-

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013-

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, no equity shares were issued under Employees Stock Option Scheme during the financial year.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013-

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. POLICY ON SEXUAL HARASSMENT AT WORKPLACE-

The Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and

that such behavior is prohibited both by law and the Company. During the year under review, there were no complaints received of any sexual harassment at work place. i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND

OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014-

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "ANNEXURE IV"

j. LOANS FROM DIRECTORS OR DIRECTOR?S RELATIVES-

During the financial year under review, the Company has borrowed amount of INR 1,56,99,410/- from Mr. Bharat Hemraj Gala, Director of the company and the director has given a declaration in writing to the Company to the effect that the amount is being given by him out of his own funds. Accordingly, the following amount is excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

INSOLVENCY AND BANKRUPTCY CODE, 2016-

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT-

There was no instance of onetime settlement with any Bank or Financial Institution.

24. ACKNOWLEDGEMENTS AND APPRECIATION-

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.