DIRECTORS REPORT
OF
K K SILK MILLS LIMITED
FOR THE FINANCIAL YEAR 2021-22

NAMES OF PAST AND PRESENT DIRECTORS OF THE COMPANY WITH DIRECTOR IDENTIFICATION NUMBERS (DIN)

1. Manishkumar Kantilal Shah     Managing Director    (DIN: 00040966)
2. Nilesh Kantilal Jain            Whole time Director   (DIN: 00040930)
3. Pinky Nilesh Shah             Director             (DIN: 00040883)
4. Ashaben Manish Shah          Director             (DIN: 00041005)
5. Mahaveer Patwari             Independent Director (DIN: 00932118)
6. Rakeshkumar Puranmal Giria   Independent Director  (DIN: 01974152)

DIRECTORS’ REPORT

To

THE MEMBERS,

K K SILK MILLS LIMITED,

24A, Siddhi Vinayak Building, Old Hanuman, 01st Cross Lane, Kalbhadevi Mumbai 400 002, Maharashtra, India.

Your Directors have pleasure in presenting the Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2022.

FINANCIAL STATEMENTS & RESULTS:

FINANCIAL RESULTS :

The Company's performance during the year ended 31st March, 2022 as compared to the previous financial year, is summarized below:
(Amount in Rs)

Particulars	For the financial year ended 31st March, 2022	For the financial year ended 31st March, 2021
Income	1,72,56,98,000	80,51,57,000
Less: Expenses	(1,71,30,98,000)	(80,06,54,000)
Profit/ (Loss) before tax	1,26,00,000	45,04,000
Less: Provision for tax	-	-
Income Tax of earlier years w/off	-	-
Exception Income	-	-
Exception expenditure	(84,69,000)	-
Profit after Tax	46,19,000	32,95,000

APPROPRIATION

Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	46,19,000	32,95,000

OPERATIONS:

The Company continues to be engaged in the activities pertaining to carry the business of manufacturing of cloth and processing, calendaring including running of hand and power process of buying, selling, importing, distributing and dealing in textiles, cotton, woolen, synthetic fibers, both with natural and manmade and artificial fibers and polyster.

There was no change in nature of the business of the Company, during the year under review.

DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

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

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

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 relating to 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.

LOANS FROM DIRECTORS:

During the financial year under review, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following amount(s) is / are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:

Name of Director giving loan	Amount borrowed during 2021-22
Manish Shah	1,07,49,000
Nilesh Shah	20,30,000
Asha Shah	41,64,000
Pinky Shah	23,90,000
Manish K Shah HUF	26,55,000
Total	2,19,88,000

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 entered by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Form AOC-2 and is attached as Annexure I and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN 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, foreign exchange earnings and outgo etc. are furnished in Annexure II which forms part of this Report.

ANNUAL RETURN:

The Company does not have any website and hence, the Annual Return referred to in Section 92(3) has not been placed on the website.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

The Company has not made any loans, guarantees and investments covered under section 186 of the Act.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

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.

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.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

There was no change in Directorship of the Company during the year under review. The Company was not required to appoint any Key Managerial Personnel.

APPOINTMENT

The Company was not required to appoint any Key Managerial Personnel.

RESIGNATION

None of the Directors of the Company has resigned as Director of the Company.

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, Mrs. Ashaben Manish Shah retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their approval.

DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-à-vis the Company.

The term of Mr. Mahaveer Patwari and Mr. Rakeshkumar Giria as Independent Directors for 5 years shall expire on 13th June 2023 as provided under Section 149(10) of Companies Act 2013.

REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

None of the Directors of the Company have drawn any remuneration / commission from the Company’s holding Company / subsidiary Companies.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

BOARD MEETINGS:

The Board of Directors met 08 times during the financial year ended 31st March 2022 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.


AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

Mr.Mahaveer Patwari, Chairman and Independent Director
Mr. Rakeshkumar Giria, Independent Director and
Mr. Manishkumar Shah, Managing Director.

The Audit Committee met 02 times during the financial year ended 31st March 2022.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Mahaveer Patwari, Independent Director & Chairman,
2. Mr. Rakeshkumar Giria, Independent Director, and
3. Mrs. Pinky Shah, Non – Executive Director.

The Nomination & Remuneration Committee met 02 times during the financial year ended 31st March 2022.

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 for Directors, Key Managerial Personnel and other employees.

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 define 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.


ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship, Committee of Directors and CSR Committee (if applicable).

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.

AUDITORS AND REPORTS:

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

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2022:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2022 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. A. P. Sanzgiri and Co. (FRN: 116296W) Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of 5 years and they continue to be the Statutory Auditors of the Company.

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 required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the Company has duly maintained the Cost Records in the format prescribed in Form CRA-1 under Rule 5 of the said Rules.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 28/09/2022, appointed M/s. M/s. Satish Kumar Gupta, Cost Accountants as the Cost Auditors of the Company for the financial year 2021-22 for the applicable Product Groups covered under the Notification bearing No. 5515, 5208, 5209, 5513, 5407. The Company received the approval of the Central Government for the said appointment.

The Cost Audit Report has been / shall be placed before the Board of Directors for its approval at the Board meeting held / to be held on 28/09/2022, which will be filed within the stipulated period of 180 days from the closure of the financial year.

REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

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

OTHER DISCLOSURES:

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

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 on the going concern status and the Company’s operations in future.

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 31st March, 2022, the Board of Directors hereby confirms that:

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 31st March, 2022 and of the profit of the Company for that year;

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;
the annual accounts of the Company have been prepared on a going concern basis;

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

DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.


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.

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.


DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information 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 is furnished.

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.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE 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.

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.   



FOR AND ON BEHALF OF THE BOARD
KK SILK MILLS LIMITED
(FORMALLY KNOWN AS KK SILK MILLS PRIVATE LIMITED)



____________________________         ___________________________

MANISHKUMAR SHANTILAL SHAH	NILESH KANTILAL JAIN
MANAGING DIRECTOR	WHOLETIME DIRECTOR
DIN: 00040966	DIN: 00040930
ADDRESS: 4TH FLOOR, ROOM NO. 402, GIRNAR TOWER, ABHYUDAY NAGAR, KALACHOWKI, MUMBAI 400 033, MAHARASHTRA, INDIA.	ADDRESS: 4TH FLOOR, ROOM NO. 402, GIRNAR TOWER, ABHYUDAY NAGAR, KALACHOWKI, MUMBAI 400 033, MAHARASHTRA, INDIA.

DATE: 07/09/2022
PLACE: MUMBAI

ANNEXURE I

DISCLOSURE PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

(A) Conservation of energy:

Steps taken or impact on conservation of energy	The Company has not spent any substantial amount on Conservation of Energy to be disclosed here.
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation equipments

(B) Technology absorption:

Efforts made towards technology absorption	Considering the nature of activities of the Company, there is no requirement with regard to technology absorption.
Benefits derived like product improvement, cost reduction, product development or import substitution

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo:

	April 01, 2021 to March 31, 2022 [Current F.Y.]	April 01, 2021 to March 31, 2022 [Previous F.Y.]
Amount in Rs.	Amount in Rs.
Actual Foreign Exchange earnings	9,95,000	-
Actual Foreign Exchange outgo	-	-

FOR AND ON BEHALF OF THE BOARD
KK SILK MILLS LIMITED
(FORMALLY KNOWN AS KK SILK MILLS PRIVATE LIMITED)




____________________________________    _____________________________

MANISHKUMAR SHANTILAL SHAH	NILESH KANTILAL JAIN
MANAGING DIRECTOR	WHOLETIME DIRECTOR
DIN: 00040966	DIN: 00040930
ADDRESS: 4TH FLOOR, ROOM NO. 402, GIRNAR TOWER, ABHYUDAY NAGAR, KALACHOWKI, MUMBAI 400 033, MAHARASHTRA, INDIA.	ADDRESS: 4TH FLOOR, ROOM NO. 402, GIRNAR TOWER, ABHYUDAY NAGAR, KALACHOWKI, MUMBAI 400 033, MAHARASHTRA, INDIA.

DATE: 07/09/2022
PLACE: MUMBAI

ANNEXURE I

Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis : NA

Particulars	Particulars	Particulars
Name(s) of the related party and nature of relationship	-	-
Nature of contracts/ arrangements/ transactions	-	-
Duration of the contracts / arrangements/transactions	-	-
Salient terms of the contracts or arrangements or transactions including the value, if any	-	-
Justification for entering into such contracts or arrangements or transactions	-	-
Date(s) of approval by the Board	-	-
Amount paid as advances, if any	-	-
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	-	-

2. Details of material contracts or arrangement or transactions at arm’s length basis

Particulars	Particulars
Name(s) of the related party and nature of relationship	JK Fabtex Industries Private Limited Other Related Parties
Nature of contracts/ arrangements/ transactions	1. Purchases 2. Job Work Charges 3. Interest Received 4. Rent Received 5. Loan & Advances taken 6. Repayment of Loan & Advances taken
Duration of the contracts / arrangements/transactions	Yearly
Salient terms of the contracts or arrangements or transactions including the value, if any	28,87,58,000/-
Date(s) of approval by the Board, if any	-
Amount paid as advances, if any	NIL

FOR AND ON BEHALF OF THE BOARD
KK SILK MILLS LIMITED
(FORMALLY KNOWN AS KK SILK MILLS PRIVATE LIMITED)





____________________________         ___________________________

MANISHKUMAR SHANTILAL SHAH	NILESH KANTILAL JAIN
MANAGING DIRECTOR	WHOLETIME DIRECTOR
DIN: 00040966	DIN: 00040930
ADDRESS: 4TH FLOOR, ROOM NO. 402, GIRNAR TOWER, ABHYUDAY NAGAR, KALACHOWKI, MUMBAI 400 033, MAHARASHTRA, INDIA.	ADDRESS: 4TH FLOOR, ROOM NO. 402, GIRNAR TOWER, ABHYUDAY NAGAR, KALACHOWKI, MUMBAI 400 033, MAHARASHTRA, INDIA.

DATE: 07/09/2022
PLACE: MUMBAI

The Company continues to be engaged in the activities pertaining to carry the business of manufacturing of cloth and processing, calendaring including running of hand and power process of buying, selling, importing, distributing and dealing in textiles, cotton, woolen, synthetic fibers, both with natural and manmade and artificial fibers and polyster. There was no change in nature of the business of the Company, during the year under review.

Conservation of energy: Steps taken or impact on conservation of energy The Company has not spent any substantial amount on Conservation of Energy to be disclosed here. Steps taken by the company for utilizing alternate sources of energy Capital investment on energy conservation equipment’s

Technology absorption: Efforts made towards Considering the nature of technology absorption activities of the Company, there is no requirement with regard to technology absorption. Benefits derived like product improvement, cost reduction, product development or import substitution In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): • Details of technology imported Nil • Year of import Not Applicable • Whether the technology has been fully absorbed Not Applicable •If not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not Applicable Expenditure incurred on Research and Development Nil

Foreign exchange earnings and Outgo: April 01, 2021 to April 01, 2021 to March 31, 2022 March 31,2021 [Current F.Y.] [Previous F.Y.] Amount in Rs. Amount in Rs. Actual Foreign Exchange earnings 9,95,000 - Actual Foreign Exchange outgo - -

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 31st March, 2022, the Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. 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 31st March, 2022 and of the profit of the Company for that year; c. 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; d. the annual accounts of the Company have been prepared on a going concern basis; e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;