Kanel Industries Ltd

To,

The Members,

Ahmedabad

Your directors have pleasure in presenting the 31st Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

(Amount In Lakhs)

2. STATE OF AFFAIRS: 1%

The Company is engaged in the business of trading of various edible oils. There has been no change in the business of the Company during the financial year ended 31st March, 2024.

The highlights of the Company's performance are as under:

i. Revenue from operations - Nil.

ii. Loss for the year ended 31.03.2024 is Rs. 27.23 Lakhs against the Loss of Rs.17.83 Lakhs in the previous year.

3. SHARE CAPITAL:

As on 31.03.2024 the paid-up Equity Share capital of the Company is Rs. 18,41,24,400/-.

During the year under review, the company has neither issued any shares with or without differential voting rights nor granted any stock Option nor any sweat Equity Shares.

4. DIVIDEND:

In absence of adequate profits, Dividend is not recommended for the financial year ended on 31.03.2024.

5. RESERVES:

The Board of Directors transferred the entire amount of losses to the Reserves & Surplus.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION 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 last year.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed as Annexure "A".

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The Risk Management policy has been uploaded on the website of the company at www.kanel.in .

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the companies act, 2013 are not applicable to the company considering the net worth, turnover and net profit of the company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and the same has been disclosed under Note No. 7 of the Notes to the Balance Sheet.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

14. STATUTORY AUDITORS:

M/s. N.S. Nanavati & Co., Chartered Accountants, (Firm Registration No. 134235W) was appointed as Statutory Auditor of the Company to hold office from the 31st AGM to the 36th AGM of the company for a term of five years in terms of the first proviso to Section 139 of the Companies Act, 2013.

15. STATUTORY AUDITOR'S REPORT & OBSERVATIONS:

The report of the Statutory Auditors of the Company is annexed herewith.

The auditors have not reported any frauds under sub section 12 of section 143 which are reportable to the Central Government.

Except the Following, there are no qualifications, reservations or adverse remarks made by the Statutory Auditor:

1. I have not been provided with classification of creditors and as per management representation all creditors are other than registered under MSMED Act. Thus in absence of clear audit evidence in this regard I am unable to determine the delay in making payment to MSME entities, liability of interest and compliance on such delayed payments in terms of provisions 6f MSMED Act, if any.

- Explanation: We have asked for the status of creditors under MSME Act,2006. However, till date we have not received any reply on the exact status. In absence of any official portal to verify the same and non-receipt of information, we are of the opinion that all creditors are not MEME registered

2. Out of total Inter Corporate Loans as above, the Company has taken total Mortgage Loan of Rs.343 lakhs from M/s Ardent Ventures LLP in earlier years and in current year closing balance at year end is Rs. 363.1/-. I have not provided any formal Loan Agreement copy except Mortgage Deed which does not contain any repayment terms and interest rate. No interest is provided on such Further M/s Ardent Ventures LLP has filed application of Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC). In absence of account confirmation, formal documents for loan take over from Adani Enterprise limited and formal explanations from management, I am unable to comment upon non provision of interest, huge differences between balance outstanding, which is pointed out by previous auditor.:

- Explanation: The said facility was Inter-Corporate Loan as it was originally taken from M/s. Adani Enterprises Limited and the same was assigned by them to M/s. Ardent Ventures LLP. Further, the company has been admitted for Corporate Insolvency Resolution Process under Hon'ble NCLT, Ahmedabad Bench vide order dated 3rd December, 2021 for the same matter and active steps are being taken for resolution of insolvency of the company.

3. Company has not made provision for doubtful Debtors of Rs 291.04 Lacs [Rs 290.31 Lacs ] Which are long outstanding and chances for recovery are very less, as per our opinion, these are bad debts, to that extent, Current Assets have been overstated and current years Losses and accumulated losses have been understated.:

- Explanation: The management is taking active steps for recovery of its debtors. The management is hopeful of its recovery hence no provision is made for doubtful debtors.

4. National Company Law Tribunal; Ahmedabad Bench has admitted the application of Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) in the matter of M/s Ardent Ventures LLP a financial creditor of the company versus M/s Kanel Industries Limited Corporate Debtor for the alleged default amounting to Rs. 29,11,77,568/-

till 31.07.2021. National Company Law Tribunal; Ahmedabad Bench has admitted the said application and commenced the Corporate Insolvency Resolution Process (CIRP) w.e.f. 03rd December, 2021. Further the Resolution Plan provided by Ardent Ventures LLP (resolution Applicant) has been approved by the Committee of Creditors (CoC) in their meeting is filed with the NCLT, Ahmedabad Bench for its approval.

Explanation: Observation is self-explanatory.

5. The Naroda Unit has been inoperative since last many years. Plant and Machinery at Naroda Unit became scrape and sold out during the year under Audit as a scrape. Company has no Trading activities/ Manufacturing activities during the year under audit, majority Financial indicators and operating indicators remained negative and to the date of Audit report and in absence of formal developments for financial support, on repeal of SICA, all matters pending with BIFR court cancelled and matters came to original status for the resolution, one of the financial creditor has filled application of Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) and admitted by the NCLT and the alleged default claimed ia amounting to Rs. 29,11,77,568/- till 31.07.2021., in these all situations, there is substantial doubt that it will be able to continue as a going concern even though the books of accounts of the Company has been prepared on the assumption of a Going Concern basis. In this situation, adjustments may be required to the recorded assets amounts at current value and classification of liabilities is required. The financial statements do not disclose this fact.

- Explanation: The Company is engaged into trading activities as operating a plant or to start manufacturing requires huge funds, and the company is going through fund crunch right now. Hence company is accounting his business of trading on a going Concern Basis. Further, the company has been admitted for Corporate Insolvency Resolution Process under Hon'ble NCLT, Ahmedabad Bench vide order dated 3rd December, 2021 and active steps are being taken for resolution of insolvency of the company.

6. The company has not paid Listing Fees for Ahmedabad, Jaipur and Calcutta stock exchange.

- Explanation: These exchanges are non-operative now and no trading activities are going on there now-a-days.

7. The undisputed dues which are outstanding for more than six months as at the Balance Sheet date from the date they became payable were Income Tax, TDS Payable, Sales Tax, FBT Tax, Professional Tax, Municipal Tax for an amount of Rs. 71.67 lakhs, Rs.1.56 Lakhs, Rs. 16.80 lakhs, Rs. 0.06 lakhs, Rs. 0.34 lakhs and Rs. 6.36 Lakhs respectively.

Explanation: The company has been admitted for Corporate Insolvency Resolution Process under Hon'ble NCLT, Ahmedabad Bench vide order dated 3rd December, 2021 and active steps are being taken for resolution of insolvency of the company.

8. TDS is not deducted during the year under audit and not paid to central government, such details are not included in above figure since the company has not complied with the provisions of TDS and not provided in books of accounts. Provisions of Professional Tax is also not complied with by the company and no provision for such liability provided in books of account. In absence of required statutory records to ascertain the total amount relating to Interest thereon, the above amount does not include the interest and penalty portion. In absence of Sales Tax Assessment order/Return copy and non-filing of Sales tax Returns for the F Y 2007-08 to 2012-13 and in absence of required details and documents, we are unable to quantify the statutory liabilities relating to tax as well as of Interest and penalty there on and total statutory liability outstanding at the end of financial year under auditAmount due as per demand notice served by the Income Tax department is Rs.136.37 Lacs for the various assessment years previously as disclosed by the management. In continuation

to its follow-up, it was explained by the management that no final order received from the concern department. No fresh order passed by the department during the year under audit for previous assessment years hence liability could not quantified while preparing books of accounts, as explained by the management.

Explanation: The company has been admitted for Corporate Insolvency Resolution Process under Hon'ble NCLT, Ahmedabad Bench vide order dated 3rd December, 2021 and active steps are being taken for resolution of insolvency of the company.

9. There are no dues of Sales Tax and Income Tax which have not been deposited on account of any dispute except certain Sales Tax dues and Municipal Tax dues.

Explanation: Due to the account of the dispute, the said demands were not paid. The company will take required steps after the adjudication of the dispute. The company has been admitted for Corporate Insolvency Resolution Process under Hon'ble NCLT, Ahmedabad Bench vide order dated 3rd December, 2021 and active steps are being taken for resolution of insolvency of the company.

10. Demand Notices received from Sales Tax department for assessment years which have not been accepted by the management in absence of Original Assessment Orders.

Explanation: The company will take required steps when it will receive the Original Assessment Orders from the authorities. The company has been admitted for Corporate Insolvency Resolution Process under Hon'ble NCLT, Ahmedabad Bench vide order dated 3rd December, 2021 and active steps are being taken for resolution of insolvency of the company.

16. ANNUAL RETURN:

The Annual Return in Form No.MGT-7 pursuant to the provisions of Section 92 has been placed at website of the Company at www.kanel.in

17. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. Malay Desai & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.

18. SECRETARIAL AUDIT REPORT & OBSERVATIONS:

The Secretarial Audit Report of Secretarial Auditor is appended as 'Annexure-B' to this report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor except the following:

1) The Company has Paid Annual Listing Fees after the due date to Bombay Stock Exchange.

Explanation: The Company has paid the Annual Listing Fees to Bombay Stock Exchange after the due date due to some liquidity crunch.

2) Non-compliance in the appointment of internal auditor has been occurred as specified under the provisions of Section 138 of the Companies Act, 2013.

Explanation: Currently Company is under Corporate Insolvency Resolution Process. However, Company is in the process of appointing an internal auditor and likely to be completed soon.

3) Non-compliance in the Vacation of office of Director has been occurred as specified under the provisions of Section 167 of the Companies Act, 2013 by Mr. Dhiren Thakkar.

Explanation: Currently Company is under Corporate Insolvency Resolution Process; Hence the Board of Directors are suspended of their powers. However as informed by the Director, He has resigned from the company by which disqualification has occurred before the disqualification and further he has communicated to the company to file the pending returns to remove their disqualification and the filing is already completed by that Company.

4) Non-compliance in the registration of independent director in the data bank has been occurred as specified under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 by Mrs. Asha Desai.

Explanation: Currently Company is under Corporate Insolvency Resolution Process; Hence the Board of Directors are suspended of their powers. Further as informed by Mrs. Asha Desai, she failed to register herself within the time specified due to covid-19, however inspite of her attempt to get registered post the due date, she was unable to receive the login credentials from the ministry.

5) The company has not appointed a qualified company secretary as compliance officer of the company.

Explanation: Ms. Ishani Dhupar, who was the company secretary and the compliance officer of the company has resigned with effect from 03.03.2023 and till the date of this report, the company has not appointed any qualified company secretary as compliance officer of the company.

6) During the year under review The Company has been admitted under CIRP proceedings vide NCLT order dated 03.12.2021 for non-payment of dues of Financial Creditor. The Committee of Creditors has approved the resolution plan and the same has been filed with Hon'ble NCLT for its approval.

Explanation: The Resolution Plan approved by CoC has been filed with hon'ble NCLT for its approval.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

0 (Zero) Board Meetings were held during the financial year ended 31st March, 2024 on the following dates:

The NCLT, Ahmedabad Bench has admitted the application for CIRP filed by M/s Ardent Ventures LLP, a financial creditor, vide order dated 3rd December, 2021 and since then the Board of Directors are suspended. Therefore, no Board Meetings has been conducted after 08th October, 2021. Further to inform you, the resolution plan provided by M/s Ardent Ventures LLP has been approved by the Committee of Creditors ("CoC") and the same has been filed before the Hon'ble NCLT for its approval.

20. DIRECTOR RESPOSNSIBILITY STATEMENT:

Your directors wish to inform that the Audited Accounts containing financial statements for the financial year 2023-24 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

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

b. the directors had 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 and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

e. 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.

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

21. DEPOSITS:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V other than exempted deposit as prescribed under the provisions of the Company Act, 2013 and the rules framed thereunder, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

22. DIRECTORS / KEY MANAGERIAL PERSONNEL:

T W ^

a. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year there is no change in board of directors and Key Managerial Personnel:

b. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board's functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors were carried out by the independent Directors.

c. ANNUAL PERFORMANCE EVALUATION:

During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an

Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Directors.

d. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at www.kanel.in

e. DECLARATION BY INDEPENDENT DIRECTORS:

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

23. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

There were no related party transactions undertaken during the year under the review. The provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there were no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

24. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

The NCLT, Ahmedabad Bench has admitted the application for CIRP filed by M/s Ardent Ventures LLP who is a financial creditor. The Resolution Plan has been approved by Committee of Creditors and the same has been filed before Hon'ble NCLT, Ahmedabad Bench for its approval.

25. CORPORATE GOVERNANCE:

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. A Report on Corporate Governance as per the Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as an "Annexure-D".

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure "C" to this Report.

27. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

- As the company has not paid any remuneration to the directors for the financial year 2023-24, the ratio of the remuneration of each director to the median remuneration of the employees is 0.

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year.

- During the FY 2023-24 there was nil (0%) increase in the remuneration of MD, CFO, CS and other Non-Executive Directors.

c) The percentage increase in the median remuneration of employees in the financial year.

- Average increase is 0% for the F.Y. 2023-24.

d) The number of permanent employees on the rolls of the Company as on 31.03.2024.

- Nil

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

- Average 0% increase in salaries of Employees and 0% increase in Managerial Remuneration during F.Y. 2023-24. As there is no increment in remuneration of managerial person during the year, explanation is not required to be given.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

- The Company's remuneration policy is driven by the success of the Company during the year under review. The Company affirms that the remuneration is as per remuneration policy of the Company.

28. COST AUDITORS: :

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2023-24.

29. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

30. PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

31. INDUSTRIAL RELATIONS (HUMAN RESOURCES):

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

32. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition &Redressal) Act, 2013.

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.

33. ACKNOWLEDGEMENTS

Your Resolution Professional and directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.