The Members of KD Leisures Limited

Your Directors have pleasure in presenting the 41st Annual Report on the business and operations of the Company together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended March 31, 2022.

1. FINANCIAL RESULTS:

2. COMPANY'S OPERATIONS:

During the Financial Year ended 31st March, 2022, the Company has achieved total revenue of Rs. 32.55 Lakhs as against the Rs. 38.26 Lakhs during the previous year. During the year under review the Company has earned Net Profit Rs. 12.01 Lakhs as compared to Net Loss of Rs. 4.07 Lakhs in previous year. The management of the Company is continuously putting their best efforts to improve the performance of the Company.

3. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 3,50,00,000/- (Indian Rupees Three Crore and Fifty Lakh) divided into 35,00,000 (Thirty-Five Lakh) Equity Shares of INR 10/- (Indian Rupees Ten Only) each. During the year under review, there was no change in the Company's Issued, Subscribed and Paid-up Equity Share Capital. On March 31, 2022, the Paid-up Capital stood at INR 3,24,00,000/- (Three Crore and Twenty-Four Lakh Only) divided into 32,40,000 (Thirty-Two Lakh and Forty Thousand) Equity Shares of INR 10/- (Indian Rupees Ten Only) each.

4. DEPOSITS:

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

5. DIVIDEND:

The Board of Directors did not recommend any dividend during the year under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

No amount is proposed to be transferred to reserves for financial year 2021-22.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in the nature of the business of the Company.

9. EXTRACT OF ANNUAL RETURN:

The details of forming part of the extract of the annual return in terms of Section 92(3) of the Companies Act, 2013 for the financial year under review is available at website of the company http://www.kdgroup.co.in/.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors and KMP

The Board of Directors and Key Managerial Personnel is duly constituted, as on date is mentioned below.

Changes in Composition of Board and Key Managerial Personnel

- Mr. Raj Kumar was appointed as an Additional Non-Executive Director on the board of the Company with effect from 12th August, 2021 and resigned from his post with effect from 16th March, 2022.

- Mr. Mandeep Singh Thukral was appointed as Chief Financial Officer (KMP) of the Company with effect from 09th November, 2021.

- Mr. Dileep Kumar was appointed as an Additional Non Executive Independent Director on the board of the Company with effect from 14th March, 2022.

- Mr. Angad Bijan was appointed as an Additional Non Executive Independent Director on the board of the Company with effect from 14th March, 2022.

- Mr. Satishkumar Phoolchand Rajbhar resigned as an Independent Director of the Company with effect from 14th March, 2022.

- Mr. Rajni Jethalal Shah resigned as an Independent Director of the Company with effect from 14th March, 2022

_- Mr. Raj Kumar resigned as a Director of the Company with effect from 16th March, 2022.

- Mrs. Gunjan Gumber was appointed as an Additional Non Executive Woman Director on the board of the Company with effect from 10th August, 2022

- Mrs. Sapna Kumari resigned as an Non-Executive Director of the Company with effect from 10th August, 2022

- Ms. Supreet Kaur Rekhi resigned as a Company Secretary and compliance officer of the Company with effect from 10th August, 2022

- Mr. Kushal was appointed as a Company Secretary and Compliance officer of the Company with effect from 10th August, 2022

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 21-22 the Board was met 06 (Six) times in below mentioned date:

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

POSITION OF THE COMPANY:

After COVID-19 pandemic the situation has come back to its normal in this respect. The revenues and profitability have been affected during these tough times, in line with the industry for few months of delay. The Company has readiness to adapt to the changing business environment and respond suitably to fulfil the needs of its customers while complying with the restrictions imposed by the Government of India. In Addition, there are no material changes or commitments which affect the financial position of the company have occurred between the end of the financial year of the company and the date of this report.

THE COMPANIES ACT, 2013:

The particulars of loan, guarantees and investment whenever required, have been disclosed in the financial statement, which also forms part of this report.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level. The compliance relating to Internal Financial controls have been duly certified by the Statutory Auditors.

15. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not constituted and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 due to the non-applicability of aforesaid provisions.

16. CORPORATE GOVERNANCE:

The Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, the Corporate Governance report is not annexed with this report.

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

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at " Annexure-I".

18. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) and schedule IV of the Companies Act, 2013 so as to qualify themselves to be appointed as an Independent Directors under the provisions of the Companies Act, 2013 and their relevant rules.

19. 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. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

20. COMMITTEES AND THEIR MEETINGS THEREOF:

Currently, the Board has following committees: Audit Committee, Nomination & Remuneration Committee, and stakeholder relationship committee.

Audit Committees:

The Audit Committee of the Company is re-constituted after the change in management of the board in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Audit Committee is constituted in line to monitor and provide effective supervision to the management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

During the Financial Year under review 04 (Four) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

The Audit Committee meetings held with earlier committee members as follows:

Mr. Ajay Kanital Vora (DIN: 06864950) has been resigned from the board w.e.f. 30/08/2021 due to which he also ceased to be membership of the committee. However, in continuation of the proper composition of the board and committees thereof, Mr. Parminder Singh (DIN: 09160424) has been elected as members of Audit Committee.

The Audit Committee meetings held after the re-constitution of committee members as follows:

1. 19th November, 2021

2. 28th February, 2022

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is re-constituted in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Committee recommends the appointment of Additional Independent Directors i.e. Mr. Dileep Kumar and Mr. Angad Bijan and remuneration/sitting fee thereof. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

Ms. Smita Ajay Vora (DIN: 06864944) has been resigned from the board w.e.f. 30/08/2021 due to which he also ceased to be membership of the committee. However, in continuation of the proper composition of the board and committees thereof, Mr. Mandeep Singh Thukral (DIN: 09160320) who is also Chairman of a Company has been elected as members of Nomination and Remuneration Committee.

During the year under review Nomination and Remuneration Committee meetings held 01 (One) time after the re-constitution of committee members as follows:

Stakeholder Relationship Committee:

The Company has re-constituted stakeholder relationship committee u/s 178(5) of Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, consisting of chairperson who shall be non-executive and the members decided by the Board.

Ms. Smita Ajay Vora (DIN: 06864944) has been resigned from the board w.e.f. 30/08/2021 due to which he also ceased to be membership of the committee. However, in continuation of the proper composition of the board and committees thereof, Ms. Sapna Kumari (DIN: 09298848) has been elected as members of Stakeholder Relationship Committee.

During the year under review Stakeholder Relationship Committee meetings held 01 (One) time after the re-constitution of committee members as follows:

? 01st February, 2022

- Number of complaint received so far: Nil

- Number of pending Complain: Nil

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and Senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director. Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at http://www.kdgroup.co.in/.

EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure II" to this Report. The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

23. RISK MANAGEMENT:

The Company is taking every care for minimizing the risk involved in the business of Hospitality industry. Our Company believes that managing helps in maximizing returns. Responsible staff is employed to take every care to minimize the risk factor. During the year, the Board had developed and implemented an appropriate Risk Management Policy for identify the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

PARTIES:

All transactions with the related parties entered into during the year under review were approved by the Audit Committee that the same were at arm's length and in the ordinary course of business and in accordance with the provisions of Companies Act, 2013 and the Rules made thereunder.

Details of each of the Related Party Transaction entered into by the Company during the year under review are annexed herewith in Form AOC-2 as "Annexure III".

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the genuine concerns related to unethical behavior, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors or any other person(s) who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no onetime settlement of loans taken from Banks and Financial Institutions.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the period under review there was no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

30. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2022 the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) That the directors had 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 at the end of the financial year and of the profit or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31st March, 2022 on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Statutory Auditor:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, TDK & Co., Chartered Accountants (FRN 109804W), having registered 102, Lotus Heights, 15th Road, Opp. Gandhi Maidan, Chembur, Mumbai, Maharashtra-400071 were appointed as Statutory Auditors of the Company from the conclusion of the Thirty Eighth (38th) Annual General Meeting (AGM) of the Company held on 30th September, 2019 till the conclusion of the forty third (43rd) AGM to be held in the year 2024. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as Auditors of the Company. The notes on accounts referred to in the auditors' report are self-explanatory and therefore don't call for any further comments by the Board of directors.

There are no qualifications or adverse remarks in the Auditors' Report which require any Clarification or explanation.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Vikas Verma & Associates, Practicing Company Secretaries, having its Registered Office at B-502, Statesman House, 148, Barakhamba Road, Delhi-110001 to carry out Secretarial Audit for the financial year 2021-22. The Secretarial Audit report is annexed as "Annexure IV" to this Report. The report does not contain any qualifications.

The Auditors' Report does not contain any qualifications, reservations or adverse remarks.

Internal Auditor:

Ms. Shubhangi Agarwal, proprietor of Subhangi Agarwal & Associates is appointed as an internal auditor of the Company for the financial year 2020-21 and 2021-22 in accordance with the provisions of section 138 of the Companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions related thereto.

Cost auditors:

The company is not engaged in the production of good/services as specified under section 148 of the Companies Act, 2013. Hence, the maintenance of cost accounts and requirement of cost audit is not applicable to your company.

32. COMPLAINCE WITH SECRETARIAL STANDARDS:

The Company has complied with applicable provisions of the Secretarial Standards related with issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as

"Annexure V". 34. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

36. ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation and thanks the Company's shareholders, employees, customers, vendors, investors and members for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-edge of the industry. Your Directors would also like to acknowledge and thanks the Government of India and concerned government departments / agencies for their co-operation.