TO

The Members Kshitij Polyline Limited

The Directors are pleased to present their 10th Annual Report together with the audited accounts of the Company for the year ended as on March 31, 2018.

FINANCIAL HIGHLIGHTS:

(in Rs.)

PERFORMANCE;

The Gross income from operations of your Company is Rs.27,43,24,679/- as against Rs.17,01,03,903/- in the previous year 2016-17. The net profit after tax for the year under review is Rs. 1,05,62,043/- as against Rs.27,78,183/- in the previous year 2016-17.

TRANSFER TO RESERVES.

The Board of directors has not proposed transfer to any reserve in the current financial year.

DIVIDEND:

With a view to conserve the resources your Directors do not recommend any dividend for the financial year 2017-2018.

SUBSIDBARBES, JOBMT VENTURE AMD ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture and associate company and therefore, disclosure in Form AOC-1 is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSBTBON OF THE COMPANY BETWEEN THE END OF FBNANCBAL YEAR AMD DATE OF REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of the report.

CHANGE M THE MATURE OF BUSBNESS:

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

PARTICULARS OF LOANS GIVEN. INVESTMENT MADE, GUARANTEE GIVEN, AND SECURTIES PROVBDED.

Details of Loans, Guarantees and Investments have been disclosed in the Financial Statements forming a part of this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on arm’s length basis and were in the ordinary course of business. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

COMPLBANCE WBTH SECRETARBAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

EXTRACTS OF ANNUAL RETURN:

An extract of the Annual Return in Form MGT-9 is appended as an Annexure A to the Directors Report.

SHARE CAPBTAL:

During the year under review the Company has increased the Authorise Share Capital from Rs. 3 Crores to Rs.4.5 Crores and thereafter Rs. 4.5 Crores to Rs. 8.7 Crores.

Further the Company has allotted 1500000 Equity Shares face Value of Rs. 10/-(Rupees Ten) each at premium of Rs. 5/-(Rupees Five Only) each shares on 23rd December, 2017. Further the Company has allotted 8,00,000 New Equity Shares face Value of Rs. 10/- each at premium of Rs. 5/- each.

Further the Company allotted 883336 Bonus Share on 1st May, 2018.

DIRECTORS AMD KEY MANAGERIAL PERSONEL:

Ms. Rita Bharat Gala (DIN: 07145396) was appointed as an Additional Director of the Company w.e.f 29th November, 2017. Pursuant to Section 161 of the Companies Act, 2013, he holds office as a Director of the Company up to the date of the ensuing Annual General Meeting.

Ms. Rajul Visaria Dhimant (DIN: 07038456) and Mr. Rushiraj Zaverbhai Patel (DIN: 08017580) was appointed as an Additional Director in the capacity of Non-executive Independent Director of the Company w.e.f 8th February, 2018. Pursuant to Section 161 of the Companies Act, 2013, he holds office as a Director of the Company up to the date of the ensuing Annual General Meeting.

Mr. Chandrakant Babubhai Parekh (DIN: 08081347) was appointed as an Additional Director in the capacity of Non-executive Independent Director of the Company w.e.f 9th March, 2018. Pursuant to Section 161 of the Companies Act, 2013, he holds office as a Director of the Company up to the date of the ensuing Annual General Meeting.

Mr. Bharat Hemraj Gala (DIN: 01994342) was re-appointed as Managing Director for five year w.e.f. 8th February, 2018.

Mr. Rahul Devshi Shah was appointed as Chief Executive Officer (CEO) and Ms. Hetal Kiran Karani was appointed as Chief Financial Officer of the Company w.e.f. 8th February, 2018 of the Company and Ms. Nikita kanhiyalal Pediwal was appointed as Company Secretary of the Company w.e.f. 7th June, 2018.

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Rahul Devshi Shah retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Directors on the Board have submitted notice of interest under Section 184(1) and intimation under Section 164(2).

MEETINGS OF THE BOARD:

During the year ended March 31, 2018, the Board met 18 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of attendance of Directors are given below;

RISK MANAGEMENT POLBCY

The Company has the risk assessment and mitigation procedures in place and the same have been laid before the Board members from time to time.

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013 in the Board Meeting held on 9th March, 2018.

Composition of the Committee:

1. Rajul Dhimant Visaria, Non-Executive, Independent Director (Chairman);

2. Rushiraj Zaverbhai Patel, Non-Executive, Independent Director (Member); and

3. Chandrakant Babubhai Parekh, (Member)

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013 in the Board Meeting held on 9th March, 2018.

Composition of the Committee:

1. Rajul Dhimant Visaria, Non-Executive, Independent Director (Chairman);

2. Rushiraj Zaverbhai Patel, Non-Executive, Independent Director (Member); and

3. Rita Bharat Gala, Non-Executive Director (Member).

STAKEHOLDERS RELATCOMSH1P COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013 in the Board Meeting held on 9th March, 2018.

Composition of the Committee:

1. Rajul Dhimant Visaria, Non-Executive Director (Chairman);

2. Rushiraj Zaverbhai Patel, (Member); and

3. Chandrakant Babubhai Parekh, (Member)

INTERNAL COMPLABNT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to the provision Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”) in the Board Meeting held on 10th May, 2018.

Composition of the Committee:

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures;

b. They 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 as on 31st March, 2018 and of the profit of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 financial year under review, no material or serious observations have been received from the Internal Auditors and Statutory auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENDITURE.

Since the Company does not fall under the criteria stated under section 135 of the Act, the Company has not developed or implemented a policy for Corporate Social Responsibility. In view of the same no CSR initiative was undertaken by the company.

AUDITORS AND AUDITORS’ REPORT:

Statutory Auditors

M/s. R. M. Ajgaonkar and Associates, Chartered Accountants, who are the statutory auditor of the Company, who holds office till the conclusion of the next AGM and are eligible for reappointment. Pursuant to the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. R. M. Ajgaonkar and Associates, Chartered Accountants as statutory auditor of the Company from the conclusion of the forthcoming AGM till the conclusion of the next Annual General Meeting. The Members are requested to consider their re-appointment.

The Auditors1 Report does not contain any qualification. Notes to Accounts and Auditors’ remarks in their report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO:

The foreign exchange earnings and outgo details are as below:

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following stems as there were no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year. Your Directors look forward to the continued support of all stakeholders in the future.

By order of the board

For Kshitij Polyline Limited

Bharat h. Gala Rahul Devshi Shah

Managing Director Director & CEO

DIN:01994342 DIN:01994291

Place: Mumbai

Date: 16/07/2018