AFFLUENCE

DIRECTOR REPORT

To,                

The Members,

Krystal Integrated Services Private Limited

Your directors are pleased to present their 21st Annual Report of your Company along with the audited statement of account for the period ended on 31st March, 2022.

1.            FINANCIAL RESULTS:

The Company's Financial Performance for the Financial year ended on 31st March, 2022 under review is given hereunder: -

2.            OPERATIONS:

During the year under review, the Company has achieved turnover of INR. 63,24,420,000as compared to the last year's turnover i.e. INR. 50,61,184,000.

The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased business in the current year.

3.            DIVIDENDS:

In order to conserve resources for future growth and expansion, the Directors do not recommend any dividend on equity share capital of the Company for the Financial Year ended on 31st March, 2022.

4.            TRANSFER TO RESERVES:

Total Profit of INR. 2,72,884,000for the Financial Year 2021-2022 is transferred to the General Reserve.

5.            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.

6.            MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

The National Company Law Tribunal Court, Mumbai Bench has passed the order dated 20th June,2022 in the matter of Scheme of Arrangement in the nature of Demerger between Krystal Integrated Services Private Limited (Demerged Company) and Volksara Techno Solutions Private Limited (Resulting Company).

7.            SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material order passed by the regulators/courts/tribunals impacting the going concern status and company's operations in future.

8.            DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3) (c) and 134(5) (a) to (e) of Companies Act, 2013, the Board hereby submits its responsibility statement: -

a.            In the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures if any; 

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 as at 31st March,2022 and of the profit and loss of the company for the period ended on that date;

c.             The directors had taken proper and sufficient care 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 fraud and other irregularities;

d.            The directors had prepared the annual accounts on a going concern basis; and

e.            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.

9.            CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the year.

10.          DETAILS OF SUBSIDIARIES COMPANY, JOINT VENTURES AND ASSOCIATES COMPANY:

*             Holding Company

The Company is a Wholly Owned subsidiary of Krystal Family Holdings Private Limited.

*             Subsidiaries

a.            Flame Facilities Private Limited

b.            Krystal Gourmet Private Limited

*             Joint Ventures

The Company has entered a joint venture with Krystal Aquachem (JV).

11.          PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-A [Performance and financial position of each of the subsidiaries, associates and Joint Venture].

12.          DIRECTOR'S AND KEY MANAGERIAL PERSONNEL:

a.            Changes in Directors

There have been the no changes in the composition of Board of Directors for the Financial Year 2021-2022. The board of Director comprises of -

1.            Neeta Prasad Lad

2.            Pravin Ramesh Lad         

3.            Sanjay Suryakant Dighe

4.            Saily Prasad Lad               

5.            Shubham Prasad Lad     

b.            Key Managerial Personnel:

The Company is in compliance with Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

c.             Declaration by Independent Director(s) and re-appointment, if any:

Being a Private company, there is no requirement to comply with the provisions of section 149 of the Companies Act, 2013.

d.            Formal Annual Evaluation:

Being a Private Company, formal annual evaluation of the Board of Directors of the Company is not required to be done by the Company as per the relevant provisions of the Companies Act, 2013.

13.          NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to facilitate them to plan their schedule.

There were 15 Meetings of the Board of Directors held during the Financial Year 2021-22 in compliance with the requirements of the Companies Act, 2013 & SS -1 (Secretarial Standards on Board Meetings) issued by The Institute of Company Secretaries of India (ICSI) and the details of the meeting held is as follows:

14.          EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

The observations of Auditors in their report, read with the relevant notes to accounts, are self - explanatory and do not require further explanation.

15.          STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. T. R. Chadha & Co LLP, Chartered Accountants, (FRN. 006711N/ N500028) was re-appointed for the second term of 5 (Five Year) as the Statutory Auditor of the Company in the 19thAnnual General Meeting.

The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

16.          AUDIT COMMITTEE:

The Company, being a Private Company, the requirement of constituting of Audit Committee is not applicable.

17.          NOMINATION AND REMUNERATION COMMITTEE:

The Company, being a private company, the requirement of constituting of Nomination & Remuneration Committee is not applicable.

18.          PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Full particulars of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given separately in the Financial Statements of the Company read with Notes to Accounts which may be read in conjunction with this Report.

19.          EXTRACT OF THE ANNUAL RETURN:

The disclosure on exact of annual Return is not applicable.

20.          DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

21.          DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no onetime settlement of loans taken from Banks and Financial Institutions.

22.          RISK MANAGEMENT:

During the year under review, the Board has been informed about the risk assessment and minimization procedures as required under Section 134 (3)(n) of the Companies Act, 2013 and an exercise was carried out in connection to its business operations.

The Company has developed and established a transparent mechanism that identifies, assesses, evaluates, manages and monitors major risks factors that may threaten the very existence of the Company. Such risk factors are continuously reviewed by the Board and appropriate action and measures are taken from time to time.

23.          PARTICULARS OF CONTRACTS/ARRANGEMENT WITH RELATEDPARTIES:

The disclosure of particulars of contracts or arrangements with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 ('the Act') including certain arm's length transactions under the third proviso thereto and forming part of the Directors' Report in the prescribed Form No. AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure "B" to this Directors' Report.

All the Related Party transactions which were entered into during the Financial Year 2021-22 were at arm's length basis and in the ordinary course of business.

24.          ABRIDGED FINANCIAL STATEMENT:

As the Company is a private company, provisions referred to in first proviso to Sub Section (1) of Section 136 of the Companies Act, 2013, not applicable to the Company, therefore No disclosure under Form No. AOC -3 is required.

25.          DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

26.          CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN   EXCHANGE EARNINGS AND OUTGO:

a.            Conservation of Energy, Technology Absorption

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

b.            Technology absorption

c.             Foreign exchange earnings and Outgo

Earnings               NIL

Outgo   NIL

27.          CORPORATE SOCIAL RESPONSIBILTY:

The CSR Policy along with the details of CSR activities during the year as per Corporate Social Responsibility Policy Rule, has been appended herewith as "Annexure C".

28.          REMUNERATION POLICY:

The Company being Private Company the provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee is not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

29.          DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year, pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, which came into effect from 9thDecember 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

30.          COST RECORDS:

As per the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records and the conduct of cost audit is not mandated for the Company.

31.          SECRETARIAL STANDARDS:

During the financial year 2021-22, the Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India.

32.          SECRETARIAL AUDIT:

Section 204(1) of the Companies Act, 2013 and Rule No.9 of The Companies (Appointment and Remuneration Personnel) Rules, 2014, is not applicable to the Company.

33.          SHARES:

a.            Buy Back of Securities:

The Company has not bought back securities during the year under review.

b.            Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

c.             Bonus Shares:

The Company has not issued any Bonus Shares were not issued during the year under review.

d.            Employee Stock Option Plan:

The Company has not provided any Stock Option Scheme to the Employees.

34.          VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, Vigil Mechanism/Whistle Blower Policy was formulated which provides a robust framework for dealing with genuine concerns & grievances. The Policy provides for adequate safeguard against victimization of employees who avail the mechanism and also provides direct access to the concerned person in charge for handling such issue. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

35.          ORDER OF COURT

The National Company Law Tribunal Court, Mumbai Bench has passed the order dated 20th June,2022 in the matter of Scheme of Arrangement in the nature of Demerger between Krystal Integrated Services Private Limited (Demerged Company) and Volksara Techno Solutions Private Limited (Resulting Company).

36.          ACKNOWLEDGEMENT

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from suppliers and business associates.

Your directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

For and On Behalf of the Board of Directors

Krystal Integrated Services Private Limited

Annexure - A

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in INR.)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: NA

2. Names of subsidiaries which have been liquidated or sold during the year: NA

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Names of associates or joint ventures which are yet to commence operations. - Not Applicable

Names of associates or joint ventures which have been liquidated or sold during the year. -Not Applicable

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

Annexure - B

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 arm's length transaction under third proviso thereto.

1.    Details of contracts or arrangements or transactions not at Arm's length basis.: NIL

2.    Details of contracts or arrangements or transactions at Arm's length basis:

Annexure - C

Format for the Annual Report on CSR Activities to be Included in the Board`s Report for Financial Year Commencing on or After 1stDay of April, 2021

Brief outline on CSR Policy of the Company. -

The objective of our Company is to pro-actively support meaningful socio-economic development in India. This is based on the belief that growth and development are effective only when they result in wider access to opportunities and benefit a broader section of society.

Our aim is to identify critical areas of development that require investments and intervention which can help to realize India's potential for growth and prosperity and to generate, through its CSR initiatives, goodwill and pride for Company among stakeholders and help reinforce a positive and socially responsible image of Krystal Integrated Services Private Limited as a corporate entity.

Composition of CSR Committee: As provided below:

Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company. -www.krystal-group.com

Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report)- Not Applicable.

Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any- Not Applicable

Average net profit/lossof the company as per section 135(5) -Rs. 30,44,73,808 (Avg. Net Profit).

?

Two percent of average net profit of the company as per section 135(5)- Rs. 60,89,476.

Surplus arising out of the CSR projects or programmes or activities of the previous financial years. - Nil

Amount required to be set off for the financial year, if any- Nil

Total CSR obligation for the financial year (7a+7b-7c) -Rs. 60,89,476

(a) CSR amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year: Nil

(c) Details of CSR amount spent against other than ongoing projects for the financial year: 

(d) Amount spent in Administrative Overheads-

(e) Amount spent on Impact Assessment, if applicable- N.A.

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) = 65,00,000

(g) Excess amount for set off, if any= not applicable

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not applicable

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year

(asset-wise details).

(a) Date of creation or acquisition of the capital asset(s) - None

(b) Amount of CSR spent for creation or acquisition of capital asset. -Nil

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. - None

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). -None

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5). - Not Applicable.

Date:27thSeptember,2022      

Place: Mumbai