Khaitan (India) Ltd

TO THE MEMBERS

Your Directors present their 86th Annual Report together with the Audited Accounts for the year ended 31st March, 2023.

SUMMARY OF FINANCIAL HIGHLIGHT

Rs. In Lacs

Indian Accounting Standards

The Financial Statements are prepared in accordance with the India Accounting Standards (Ind AS) under the cost convention on accrual basis. The ministry of corporate affairs (MCA), vide is notification in the official gazette dated February 16, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies, Ind AS is applicable from 1" April 2017

Share Capital

There was no change in the Share Capital as on 31" March, 2023.

Dividend and Transfer to Reserve

The Board considered it prudent (with a view to conserve the resources for the company's growth and expansions) not to recommend payment of any dividend on the Equity shares for the financial year under review. Further, Board of the company has decided not to transfer any sum to reserve.

Economic Climate and our Performance

The Indian economy GDP growth for FY 2022-23 is 7.2% which is higher than the projected GDP by 7% for the year 2022- 23. During the Q3 (ending Dec-2022) of FY 2022-23, DGP growth accelerated to 6.1%. The Indian economy is expected to remain robust growth in a range of 6.5 - 6.7 % in the FY 2023-24. India is forecasted to be one of the fastest growing economy in FY 2023-24 by robust growth in private consumption and private investment. The Asian Development Bank projects India's GDP to moderate to 6.4% in FY 2023 and rise to 6.7% in FY 2024, driven by private consumption and private investment on the back of government policies to improve transport infrastructure, logistics, and the business ecosystem.

Fans are probably one of the few inventions that have not gone out of fashion even after 125 years of existence. To keep pace with the changing times, manufacturers have focused on improving design, efficiency, and look. Electric fan, which features in the high-market penetration product category, is an item of necessity and mass consumption. As per the report titled India Electric Fan Overview, 2022-28", the publisher the revenue from the India Electric fan market is going to cross INR 16000 Crore by the year 2027-28. India electric fans have mostly four very common types ceiling fans, table fans, Pedestal fans, and Wall fans. During the forecasted years the market is going to increase in niche categories like premium fans, Energy-efficient fans, and customized or decorative fans. Therefore we look forward to increase our share in the market.

Marketing division of the company markets electrical products like fan, cooler, pumps etc. We report that the marketing division has contributed significantly to turnover of the company. We believe that the marketing division would perform better in the time to come and shall contribute significantly in profitability also.

During the year 2022-2023 also, company could not start operation of the sugar mill (seasonal) mainly due to paucity of fund to finance the working capital requirement and other direct and operation expenses.

Credit Rating

No credit rating during the financial year under review was received by the company Cash Flow Analysis

In conformity of the provision of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the cash flow statement for the year ended 31.03.2023 is included in the financial accounts.

Significant Events after Balance Sheet Date

There has been no significant event after Balance Sheet Date.

Particulars of Loans, Guarantees or I nvestment

Reference is made to financial statements for loans to bodies corporate and for guarantees provided by the company. As regards details of Investments in bodies corporate, the same are given in the financial statements.

Certification from Auditors in Relation to Corporate Governance

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of Annual Report. The requisite certificate from M/s. K.C. Bhattacherjee & Paul, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto Annexure to this Report.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 annexed to this is Auditors' Certification on Corporate Governance forming part of the Annual Report.

Details in respect of Frauds reported by Auditors under section 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013. Further, no fraud has been reported during the audit conducted by the Statutory Auditors, and Secretarial Auditors of the Company

Management Discussion and analysis

The Management Discussion and Analysis Report for the year under review as stipulate under SEBI (Listing and Disclosure Requirements) Regulations, 2015 is attached.

Deposits

The Company has not accepted any deposit from public falling within the ambit of section 73 of the Companies Act, 2013 and the Company's (Acceptance of Deposit) Rules, 2014

Particulars of Loan and Guarantee and I nvestment

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements and hence not repeated in directors report..

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Whistle Blower Policy

The Company has a Whistle blower policy which is hosted on its website www.khaitansugar.in Directors

There are 6 no. of Directors on Board of the company, out of which 4 are Independent Directors, 1 is Additional Independent Non-Executive Director, 1 is Whole Time Director

(i) (a) Resignation of Directors:

Mr. Aashis Neotia (DIN: 00816916) was appointed as an Independent Non-Executive Director with effect from 31-03-2022.

Mr. Aashis Neotia resigned as Director of the company with effect from 28-05-2022. The Board of Director places on record their appreciation for his contribution in development of the company.

(b) Appointment of Directors:

l Mr. Ajay Ahlawat (DIN: 01227343) was appointed as Additional Independent Non-Executive Director with effect from 21-102022 in Board Meeting and ratification in AGM to be held on 29.09.2023. Mr. Ajay Ahlawat as a candidate for the office of a director of the Company, be and is hereby appointed as an Independent Non-Executive Director of the Company up to financial year 2027 and is not liable to retire by rotation.

Brief profile of Mr. Ajay Ahlawat

Colonel Ajay Ahlawat served in Indian Army for more than 2 decades and has been a sports person all his life. He has a wide range of experience in electronic vehicle manufacturing and trading. He also has experience in sports, administration, and international affairs

Brief profiles of Directors being appointed / re-appointed at the forthcoming Annual General Meeting have been given in the Notice of AGM.

(ii) Board and Committees Evaluation

Pursuant to the provision of the Company Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulation, 2015 the Board has out annual performance evaluation of its own performance, the directors individually as well as working of its Audit Committee, the Nomination & Remuneration and Shareholders Relationship Committee.

The Independent Directors carried out annual performance evaluation of the Chairperson, the Non-Independent Directors and the Board as a whole in the separate meeting held on 24-03-2023 of the Independent Directors taking into account the views of the Executive Directors and other Non-Executive Directors.

The performance of the Board, its Committees and each Board Member individually was evaluated by the Board based on the policy on performance evaluation specified by the Nomination and Remuneration Committee. The method of evaluation has been explained in Corporate Governance Report.

(iii) Board Meetings

The details of meeting of Board and its various committees are given in Corporate Governance Report forming part of report.

(iv) Disqualification of Directors

None of the Directors are disqualified under section 164(2) of the Companies Act, 2013 (V) I ndependent Directors Declaration

All the Independent Directors have given their declaration confirming that they meet the criteria of Independence in terms of section 149(6) of the Companies Act, 2013

(vi) Commission

Executive Director and Whole time Director were not in receipt of any commission from the company. Executive Director and Whole time Director were not in receipt of any commission from subsidiary (there in no subsidiary)

Key Management Personnel (I) Appointment

I) Mr. Sunay Krishna Khaitan, Executive Director, was appointed as Chief Financial Officer (CFO) with effect from 30-052023 due to resignation of Mr. Swapan Kumar Das who resigned with effect from 01-04-2023 He is a qualified BSC (Economics & Finance) More than 7 Years of Experience in Marketing of Fans and Appliances. He is also executive director of the company and is the member of audit committee. He has gained vast experience in preparation and finalization of accounts and other day to day operational matter during his tenor with the company.

ii) Mr. Sumit Pasari was appointed as Chief Financial Officer (CFO) with effect from 21-07-2023 due to resignation of Mr. Sunay Krishna Khaitan who resigned with effect from 21-07-2023. He is a Graduate in Commerce and has more than two decades of Experience in Finance, Account and Administration of industries including consumer durables.

iii) Mr. Ankit Sugandh was appointed as Company Secretary and Compliance Officer with effect from 21-07-2023 due to resignation of Mr. Pradip Halder who resigned with effect from 14-05-203. He is Member of The Institute of Company Secretaries of India

(ii) Resignation

I) Mr. Swapan Kumar Das resigned on 22-03-2023 as Chief Financial Officer (CFO) with effect from 01-04-2023 which was taken on record at the meeting held on 30-05-2023. The Board noted its appreciation for his guidance during his tenure as Chief Financial Officer (CFO).

ii) Mr. Pradip Halder resigned on 25-04-2023 as Company Secretary & Compliance Officer with effect from 14-05-2023 which was taken on record at the meeting held on 30-05-2023. The Board noted its appreciation for his guidance during his tenure as Company Secretary & Compliance Officer.

iii) Mr. Sunay Krishna Khaitan resigned as Chief Financial Officer (CFO) with effect from 21-07-2023 which was taken on record at the meeting held on 21-07-2023. The Board noted its appreciation for his guidance during his tenure as Chief Financial Officer (CFO).

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & outgo.

The information on Conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Account) Rule 2014 is annexed as Annexure - l.

Information of Employees

Provision of Section 197 of the Companies Act, 2013 read with Rules 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 are not applicable as no employee or director of the Company was receipt of such remuneration as prescribed under the said rules.

The Company believes that its employees are a vital resource in the current business environment. The Company is enjoying good and congenial industrial relations at all the Division of the Company. The prescribed information of the employees required under section 134(3) (q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached here with as Annexure - ll.

Establishment of Vigil Mechanism Policy

To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting high standards of professionalism, honesty, integrity, the company has adopted a vigil mechanism policy. This policy is explained in Corporate Governance and also posted on Company's website www.khaitansugar.in.

Development and Implementation of Risk Management Policy

The Company has adopted risk management policy which covers assessment of various risk impacting the business of the company. The policy covers framework to identify, evaluate and mitigate business risk. The Risk Management Policy has been uploaded on the website of the Company www.khaitansugar.in.

Remuneration Policy

The Board has on the recommendations of Nomination & Remuneration Committee framed a policy of selection / appointment of Director, Senior Management Personal and their remuneration policy is stated in Corporate Governance Report.

Directors' Report Responsibility Statement

Directors responsibility statement pursuant to section 134(3) (c) of the Companies Act, 2013 is attached as Annexure - lII Business Responsibility Reporting (BRR)

BRR is not applicable on the company.

Related Party Transactions

All Transaction entered into with related parties as defined the Companies Act, 2013 and Regulation 23 to the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, during the financial year were in the ordinary course of business and on arm's length basis. All related party transactions are placed before the audit Committee and also the Board for approval. Particulars of contracts or arrangement with related parties referred to in sub section (i) of Section188 have been in the prescribed form AOC-2 as Annexure -IV.

Change in the nature of business

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

Proceeding pending under the Insolvency and Bankruptcy Code, 2016

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Onetime settlement with any Bank or Financial I nstitution

There was no instance of onetime settlement with any Bank or Financial Institution during the year under review.

Statutory Auditors Auditors and Audit Report

M/s. K.C. Bhattacherjee & Paul, Chartered Accountants, (Reg. No. 303026E) have been appointed as the Statutory Auditors of the Company at the 83rd Annual General Meeting held on 30^,h September, 2020 for a period of 5 years, till 88^,h Annual General Meeting.

The Board has duly examined the Statutory Auditor's Report to Financial Statement. The reply of the management in regard to qualification in the auditor's report is as follows:-

I. Sugar division is one of the core business divisions of the Company. The management is of the view that as soon as the requirement of working capital needed for running the operations is arranged the operation shall be resumed. Therefore this segment is considered as a going concern.

Fees Paid to Auditors

Total fees paid by the Company, to the auditors during the year 2021-2022 and 2022-2023

Secretarial Auditor

Secretarial Audit and Annual Certification

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Alpana Sethia (ACS No. 15758, C.P No.: 5098, peer Review No. 2650/2022) a Company Secretary-in-Practice, was appointed to undertake the Secretarial Audit. The Report of the Secretarial Auditor along with the certificate of non-disqualification of Directors for the year ended March 31,2023 is annexed herewith as Annexure-VI The qualifications therein are self-explanatory and management's response is also covered therein.

Internal Auditors

Your Company's in house internal audit department carries out internal audits across all location of the country. Their objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and corporate policies, Internal Auditors make presentations to the Audit Committee on their Audit Reports are reviewed by the Audit Committee.

Cost Auditors

As sugar mill could not start operation during year, cost audit was not conducted.

Subsidiary Company and Joint Venture

The Company doesn't have any subsidiary and / or Joint venture.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitment affecting financial position of the company which has occurred between the end of financial year of the company i.e. 31st March, 2023 and till the date of report.

Disclosure under the Sexual Harassment of Women at Workplace

The Company has in place a policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, trainees) are covered under this Policy. During the year under review, no complaints were received.

Internal Financial Controls with Reference to Financial Statement

The company has adequate financial control procedures commensurate with its size and nature of business, the company has identified and documented all key internal financial control which impact the financial statements, as a part of its Standard Operating Procedure (SOP). The SOPs are designed for all critical processes across all branches wherein financial transactions are undertaken.

Significant and material orders passed by the Regulators or Courts

There are no significant material orders passed by the regulators/court which would impact the going concern status of the company and its future operations.

Particulars of Employees

Disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure III and forms part of this Report.

Code of Conduct

The Company has laid down a robust Code of Business Conduct and ethics, which is based on the principles of ethics, integrity and transparency.

General

l The Directors have devise proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

l During the year, no revision was made in the previous financial statement of the Company.

l Certain statement in the Board's Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax, regimes, economic development within India and other incidental factors.

Acknowledgements

Your Directors wish to express their sincere appreciation for the co-operation received from the financial institutions, banks, government authorities, customers, vendors, suppliers and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the significant contribution made by each & every employee of the Company.