Your Directors have the pleasure in presenting their Forty Second Annual Report on the
business and operations of your Company together with the audited financial statements of
the Company for the year ended 3 I^st March, 2024

f Amount in Rs.)

DIVIDEND:

Your Directors regret for not recommending Dividend on Equity Shares for the financial year
2023-24.

DEPOSITS:

During the year under review, the Company has not accepted deposits from the public falling
within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

ANNUAL RETURN:

Annual Return i.e. Form MGT-7 will be uploaded on the Company’s website and can be viewed
at www.kcl.net.in

SHARE CAPITAL:

The paid up Equity Share Capital as at 31^st March, 2024 stood at Rs. 2.94 crores. During the year
under review, the Company has not issued shares with differential voting rights nor has granted
any stock options or sweat equity. As on 3 I^s' March, 2024, none of the Directors of the Company
hold instruments convertible into equity shares of the Company.

FINANCIAL STATEMENTS:

The Company has prepared its financial statements as per 1ND AS requirement for the financial
year 2023 -24. The estimates and judgements relating to the Financial Statements are made on a
prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company’s state of affairs, profits and cash flows for the year ended 3 I^s1
March, 2024.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year 2023-24 and the date of this Report.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year
2023-24.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars in respect of conservation of energy and technology absorption are not applicable
during the year under review. There is no earning and outgo in Foreign Exchange.

RESEARCH & DEVELOPMENT:

The Company Has not incurred any sum in respect of Research & Development for any of its
activity.

CORPORATE GOVERNANCE:

As the paid up capital of the Company is less than Rupees Ten crores and its Reserves are less
than Rupees Twenty five crores, hence provisions relating to Corporate Governance are not
applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to adapt Corporate Social Responsibility Policy and to incur
expenditure on it.

DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Retirement by Rotation

Mr. Rajesh Kumar Kabra, (DIN No. 00331305) Director retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.

Appointment of an Independent Director

At the Nomination and Remuneration Committee and Board Meeting held on 30^th May, 2024
Ms. Sonam Agarwal ( DIN : 09185992) was appointed as an Additional Director to hold office as
an Independent Director. Her tenure expire at the ensuing Annual General Meeting. A notice has
been received from a Shareholder to propose her name for Appointment as an Independent
Director. Shareholders are requested to consider the approval of her appointment as an
Independent Director.

At the Nomination and Remuneration Committee and Board Meeting held on 30^th May, 2024
Mrs. Siddhi Singhania ( nee Dhandharia )( DIN : 07144036 ) was appointed as an Additional
Director to hold office as an Independent Director. Her tenure expire at the ensuing Annual
General Meeting, A notice has been received from a Shareholder to propose her name for
Appointment as an Independent Director. Shareholders are requested to consider the approval of
her appointment as an Independent Director.

Cessation of an Independent Director

Mr. Vijay Kumar Parwal, ( DIN : 00339266 ) an Independent Director has ceased to be a Director
of the Company with effect from 01^s1 April, 2024 after expiry of his Second term of appointment
as an Independent Director.

The Board placed a note of appreciation for the valuable services rendered by him as an
Independent Director.

Mr. Jagdish Prasad Kabra, ( DIN : 00482014 ) an Independent Director has ceased to be a Director
of the Company with effect from 01^s1 April, 2024 after expiry of his Second term of appointment
as an Independent Director.

The Board placed a note of appreciation for the valuable services rendered by him as an
Independent Director.

Key Managerial Personnel (KMPI

The following are the Key Managerial Personnel of the Company:

1. Mr Rajesh Kumar Kabra - Managing Director

2. Mr. Om Prakash Agarwal - Chief Financial Officer

3. Ms. Apeksha Agiwal - Company Secretary

None of the Directors / KMP has resigned during the year 2023 - 24.

DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Sonam Agarwal and Mrs. Siddhi Singhania ( nee Dhandharia ) are Independent Directors on
the Board of the Company. The Independent Directors hold office for a fixed term of five years
and are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed both under the Companies
Act, 2013 and SEB1 ( Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the Directors individually
as well as the evaluation of the functioning of various Committees. The Independent Directors also
carried out the evaluation of the Chairman and the Non-Independent Directors.

CRITERIA FOR EVALUATION OF DIRECTORS:

For the purpose of proper evaluation, the Directors of the Company have been divided into 3
(three) categories i.e. Independent, Non-Independent & Non-Executive and Executive,

The criteria for evaluation includes factors such as engagement strategic planning and vision,
team spirit and consensus building, effective leadership, domain knowledge, management
qualities, team work abilities, result / achievements, understanding and awareness, motivation /
commitment / diligence, integrity / ethics / values and openness / receptivity.

NOMINATION AND REMUNERATION POLICY:

The composition of the Nomination and Remuneration Committee is as follows:-

During the year no Nomination and Remuneration Committee meetings were held-
AUDIT COMMITTEE:

The composition of the Audit Committee is as foilows:-

During the year 4 (Four) Audit Committee meetings were held on 30-05-2023, 14-08-2023,

08-11-2023 and 12-02-2024.

The Board of Directors has accepted all the recommendations of Audit Committee.

NUMBER OF BOARD MEETINGS:

During the year, 6 (Six) Board Meetings were convened and held on 30-05-2023, 14-08-2023,

25-08-2023,08-11-2023, 12-02-2024 and 26-03-2024. The intervening gap between the

meetings was within the period prescribed under the Companies Act, 2013 (“Act”).

DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 134(3)(c) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of the annual accounts for the year ended 31^s' March, 2024, the applicable
accounting standards have been followed with proper explanation relating to material
departures, if any;.

(b) the accounting policies adopted in the preparation of the annual accounts have been applied
consistently except as otherwise stated in the Notes to Financial Statements and reasonable
and prudent judgments and estimates have beer made so as to give a true and fair view of the
state of affairs of the Company at the end of the Financial Year 2023-24 and of the profit for
the year ended 31^s' March, 2024;.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting frauds and other irregularities.

(d) the annual accounts for the year ended 3P^l March, 2024, have been prepared on a going
concern basis;

(e) that proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

(f) that system to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION
197(12! OF THE COMPANIES ACT. 1013 READ WITH RULE 5m OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL! RULES. 2014.

(i) The percentage increase in remuneration of each Director and Chief Financial Officer during
the financial year 2023-24, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2023-24 and the
comparison of remuneration of each Key Managerial Personnel (KMP) against the
performance of the Company are as under:

• Mr. Rajesh Kumar Kabra, Managing Director had decided to waive their remuneration from
01^al December, 2015 till the remaining tenure of their appointment.

(ii) The median remuneration of employees of the Company during the financial year was
Rs.214060 /-.

(iii) There were 4 permanent employees on the rolls of Company as on March 31,2024;

(iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel and other Employees.

DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNELS RULES. 2014

The required details are provided as below:

INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(2) & 5(3) OF THE COMPANIES ( APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING
PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31^st MARCH. 2024

A. List of top 10 Employees

‘Remuneration includes salary , allowances, bonus and value of certain perquisites evaluated on
the basis of Income Tax Act and Rules,

B. There is no employee employed throughout the financial year who was in receipt of
remuneration in excess of one crore and two lacs rupees per annum.

C. There is no employee employed for a part of the financial year who was in receipt of
remuneration in excess of eight lacs and fifty thousand rupees per annum.

PARTICULARS OF LOANS . GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Aet, 2013 are given in the notes to the Financial Statements,

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required under Regulation 34(2) of the SEB1 ( Listing
Obligations and Disclosure Requirements) Regulations, 2015.forms an integral part of this Annual
Report.

RELATED PARTY TRANSACTION:

All Related Party Transactions that were entered into during the financial year were on arm’s
length basis and were in the ordinary course of business. There are no materially significant related
party transactions made by the Company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the Company at large. Your
Directors draw attention of the members to Notes to the financial statement which sets out related
party disclosures.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANY

The Company does not has any subsidiary/associates / joint venture company during the year
ended 31^st March, 2024.

LISTING AGREEMENT

The Company is listed with both the Calcutta Stock Exchange Limited and Bombay Stock
Exchange Limited.

Bombay Stock Exchange Limited - Scrip Code 539393
Calcutta Sock Exchange Limited - Scrip Code 21038

CODE OF CONDUCT:

The Company has a Code of Conduct which is applicable to directors and management personnel
of the Company. The Company believes in conducting business in accordance with the highest
standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed
by the directors and management personnel in their business dealings and in particular on matters
relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance
with the code.

ISSUE OF SHARES:

During the Financial year ended 31^s' March, 2024:

i) The Company has not granted any Employees Stock Option.

ii) The Company has not issued any Sweat Equity Shares,

iii) The Company has not issued any equity shares with differential rights.

iv) The Company has not allotted any bonus shares during the year.

PUBLIC ISSUE:

During the year under review your Company has not issued any securities to the public.

RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT:

The Board of Directors, during the year, constituted ‘Risk Management Committee’ for laying
down risk assessment at minimization procedures. A Risk Management Plan has been devised
which is monitored and reviewed by this Committee. The Risk Management Committee comprises
of Sri Rajesh Kumar Kabra, Chairman, Sri Jagadish Prasad Kabra and Sri Chandra Prakassh Kabra

During the year no Risk Management Committee meetings were held..

VIGIL MECHANISMAYHISTLE BLOWER POLICY:

The Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical
behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy,
if any. The Vigil Mechanism / Whistle Blower Policy has also been uploaded on the website of the
Company.

SECRETARIAL STANPABPSi

The applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of
Directors" and General Meetings', respectively, have been duly followed by the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale
of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed.

All the Board of Directors and designated employees have confirmed compliance with the Code.
MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of the company
have occured between the date financial year of the Company and date of the report. There is no
change in the nature of business of the Company,

STATUTORY ALDITORS:

M/s. Ranjit Jain & Co, Chartered Accountants ( FRN 322505E ) Statutory Auditor resigned as
Auditors of the Company on 06^th May, 2024

At the Board Meeting held on 1 l^lh May, 2024 M/s P. K. Mundra & Co, Chartered Accountants
(FRN 322078E) were appointed as Statutory Auditors of the Company for the financial year
2023-24 and to hold office till the conclusion of the ensuing Annual General Meeting, Pursuant
to section 139 (8) of the Companies Act, 2013 subject to ratification of the shareholders.

ft is proposed to re-appoint M/s P. K. Mundra & Co, Chartered Accountants (FRN 322078E) for a
further periods of four year to hold office till the conclusion of the 46^rd Annual General Meeting
to be held on 2028. They have confirmed their eligibility to the effect that their re-appointment, if
made would be within the prescribed limits under the Act and they are not disqualified for re¬
appointment.

The Notes on financial statement referred for in the Auditors Report are self-explanatory and do
not call any further comments. The Auditors Report does not contain any qualification, reservation
or adverse remarks.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed
Mrs. Dipika Jain, a Whole Time Company Secretary in Practice having Membership No. F50343,
to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial
year ended March 31, 2024 is annexed to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

Your Director 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.

MEETING. ATTENDANCE OF BOARD MEETING AND ANNUAL GENERAL
MEETING

During the year 6 (Six) meeting of the Board of Directors were held i.e. on 30^th May, 2023, 14^lh
August, 2023, 25^th August, 2023, 08^lh November, 2023, 12^th February, 2024 and 26^th March,
2024. The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 ( “Act” ). Annual General Meeting was held on 12-09-2023.

APPRECIATION

For and on behalf of the Board, the Directors wish to place on record their sincere appreciation for
the positive co-operation received from Banks, SEBI, Shareholders, and all the staffs of the
Company during the year.

Place: Kolkata For and on behalf of the Board

Dated: IS»^h July, 2024

Rajesh Kumar Kabra
Managing Director
Din No. 00331305