NOMINATION AND REMUNERATION COMMITTEE · Megha Agarwal (D IN: 07129138) Non- Executive Director AUDITORS RNK Bhatia & Associates LLP Chartered Accountants 5 Pusa Road, New Delhi 110005

Annual Report - 2018-19

CORPORATE INFORMATION

BOARD OF DIRECTORSMr. J.B. Aggarwal (DIN:00315184)Managing Director

Mr. Tarun Aggarwal (DIN: 01320462)Joint Managing Director

Shailesh Gupta (DIN: 00079956)Non-Executive Director

Yashpal Sharma (DIN:00446877)Independent Director

Pankaj Gupta (DIN: 01390045)Independent Director

Megha Agarwal (DIN: 07129138)Non- Executive Director

AUDITORSRNK Bhatia & Associates LLPChartered Accountants5 Pusa Road, New Delhi 110005Tel. No.+91-11-47177000

SECRETARIAL AUDITORAmit KumarCompany Secretary in Practice310-A, Jaina Tower-1, Janakpuri,District Centre, New Delhi-110058M: +91-8826810670

REGISTERED OFFICED-1004, First Floor, New Friends Colony,New Delhi 110025Tel: 0120-2580 088

CORPORATE OFFICEA-71/72, Sector- 58, Noida, Uttar Pradesh201301Phone: 0120-2580 088/937

REGISTRAR AND SHARE TRANSFER AGENTSM/s Skyline Financial Services Private Limited1st Floor, D-153A, Okhla Industrial Area, PhaseI, New Delhi 110 020Tel No. +91-11-26812682, 26812683Email: [email protected]: www.skylinerta.com

BANKERSSTATE BANK OF BIKANER & JAIPUR

HDFC BANK

LISTED AT

BSE Limited (Scrip Code: 530421)P.J. Tower, Dalal StreetMumbai-400001

OTHER DETAILSCIN:L74899DL1993PLC056627

ISIN: INE430F1010

EMAIL ID & WEBSITEFor Company & Investor grievances [email protected]

For Compliance [email protected], [email protected]

Website- www.kuwer.com


COMMITEES OF BOARD OF DIRECTORS

AUDIT COMMITTEE

Mr. Pankaj GuptaIndependent Director Chairman & Member

Mr. Tarun AggarwalJoint Managing Director Member

Mr. Yashpal SharmaIndependent Director Member

NOMINATION AND REMUNERATION COMMITTEE

Mr. Yashpal SharmaIndependent Director Chairman & Member

Mr. Pankaj GuptaIndependent Director Member

Mr. Shailesh GuptaNon Executive Director Member

SHAREHOLDERS’ GRIEVANCES COMMITTEE

Mr. Shailesh GuptaNon executive Director Chairman & Member

Mr. Tarun AggarwalJoint Managing Director Member

Mr. Pankaj GuptaIndependent Director Member

IMPORTANT COMMUNICATION TO THE MEMBERS

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” byallowing paperless compliances by the Companies and has issued circulars stating that service ofNotice / documents including Annual Report can be sent by e-mail to its members. To support thisgreen initiative of the Government in full measure, members who have not registered their e-mailaddresses, so far, are requested to register their e-mail addresses, with the Registrar & ShareTransfer Agent of the Company.


IMPORTANT DATES

Book Closure Date: 24th Sep 2019 to 30th Sep 2019

Cut Off Date: 23rd Sep 2019

E-Voting Start: 27thSep 2019 at 9:00 AM

E-Voting Ends: 29thSep 2019 at 05:00 PM

Date of AGM: 30th Sep 2016IMPORTANT COMMUNICATION

The Ministry of Corporate Affairs hastaken a “Green Initiative in theCorporate Governance” by allowingpaperless compliances by theCompanies and has issued circularsstating that service of Notice /documents including Annual Report canbe sent by e-mail to its members. Tosupport this green initiative of theGovernment in full measure, memberswho have not registered their e-mailaddresses, so far, are requested toregister their e-mail addresses, with theRegistrar & Share Transfer Agent of theCompany.


KUWER INDUSTRIES LIMITEDRegd. Off: D- 1004, First Floor, New Friends Colony, New Delhi – 110065, Tel: 011-2684 8636

Plant Address: A 71/72, Sector 58, Noida, U.P. 201301Tel: 0120-2580 088/937 FAX: 0120-2580514

Email: [email protected], [email protected] Web: www.kuwer.comCIN: L74899DL1993PLC056627

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 27th (Twenty Seven) Annual General Meeting of the members ofthe Company will be held on Monday, the 30th September, 2019 at 11.30 A.M. at 339, KishanGarh, Vasant Kunj, New Delhi 110070 to transact the following business:

ORDINARY BUSINESSES:

ITEM NO. 1 – ADOPTION OF FINANCIAL STATEMENTSTo receive, consider and adopt the Audited Financial Statements of the Company for the year endedMarch 31st, 2019 on that date together with the reports of the Directors and Auditors thereon forthe year ended March 31st, 2019.

ITEM NO. 2 – APPOINTMENT OF DIRECTORTo consider reappointment of Mrs. Megha Agarwal (holding DIN No. 07129138) who retires byrotation and being eligible, offers himself for re-appointment.

By order of the Boardof Kuwer Industries Limited

Sd/-Tarun Aggarwal

Joint Managing Director

Place: New DelhiDate: 31.08.2019

DIN: 01320462D-1004, New Friends Colony,

New Delhi-110065

Notes:1. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to

appoint a proxy to attend and vote instead of himself and the proxy need not be aMember of the Company. The instrument appointing the proxy, in order to be effective,must be deposited at the Company’s Registered Office, duly completed and signed, notless than FORTY-EIGHT HOURS before the commencement of the AGM. Proxiessubmitted on behalf of limited companies, societies etc., must be supported byappropriate resolutions / authority, as applicable. A person can act as proxy on behalf ofMembers not exceeding fifty (50) and holding in the aggregate not more than 10% of thetotal share capital of the Company. In case a proxy is proposed to be appointed by aMember holding more than 10% of the total share capital of the Company carrying votingrights, then such proxy shall not act as a proxy for any other person or shareholder.

2. If a Person is appointed as Proxy for more than 50 Members, he shall choose any 50 Membersand confirm the same to the Company 24 hours before the commencement of the Meeting. Incase, the Proxy fails to do so, the Company shall consider only the first 50 proxies received inrespect of such person as valid.


3. Brief Resume of the Director(s) seeking re-appointment, as required under Regulation 36 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR)Regulations, 2015} is annexed hereto and forms part of Notice.

4. Corporate members intending to send their authorized representatives to attend the Meetingpursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company acertified true copy of the Board Resolution authorizing their representative to attend and voteon their behalf at the Meeting.

5. The Register of Members and Share Transfer Books of the Company will remain closed fromTuesday, 24th day of September, 2019 to Monday, 30th day of September, 2019 (both days willbe inclusive).

6. Members, Proxies and Authorised Representatives are requested to bring to the meeting, theAttendance Slip enclosed herewith, duly completed and signed, mentioning therein details oftheir DP ID and Client ID / Folio No. They are also requested to bring their copy of the Annualreport to the Annual General Meeting.

7. The route map and prominent landmark of the venue of the Annual General Meeting asrequired under Secretarial Standards on the General Meeting is annexed herewith as with thisReport.

8. Members holding shares in dematerialized form are requested to intimate all changespertaining to their bank details such as bank account number, name of the bank and branchdetails, MICR code and IFSC code, mandates, nominations, power of attorney, change ofaddress, change of name, e-mail address, contact numbers, etc., to their depository participant(DP). Changes intimated to the DP will then be automatically reflected in the Company’srecords which will help the Company and the Company’s Registrars and Transfer Agents,Skyline Financial Services Private Limited (‘the RTA”) to provide efficient and better services.Members holding shares in physical form are requested to intimate such changes to the RTA.

The Securities and Exchange Board of India (“SEBI”) has mandated the submission ofPermanent Account Number (PAN) by every participant in securities market. Members holdingshares in electronic form are, therefore, requested to submit the PAN to their depositoryparticipants with whom they are maintaining their demat accounts. Members holding shares inphysical form can submit their PAN details to Skyline Financial Services Private Limited (RTA).

9. Members holding shares in physical form are requested to consider converting their holdings todematerialized form to eliminate all risks associated with physical shares and for ease ofportfolio management. Members can contact the Company or RTA for assistance in this regard.

10. Members holding shares in physical form, in identical order of names, in more than one folioare requested to send to the Company or RTA, the details of such folios together with the sharecertificates for consolidating their holdings in one folio. A consolidated share certificate will beissued to such Members after making requisite changes.

11. Members who hold shares in dematerialized form are requested to bring their Client ID and DPID numbers for easy identification of attendance at the meeting and number of shares held bythem.

12. In case of joint holders attending the AGM, the Member whose name appears as the first holderin the order of names as per the Register of Members of the Company will be entitled to vote.

13. Members seeking any information with regard to the accounts, are requested to write to theCompany at an early date, so as to enable the Management to keep the information ready atthe AGM.

14. As per the provisions of Section 72 of the Act, the facility for making nomination is available forthe Members in respect of the shares held by them. Members who have not yet registered theirnomination are requested to register the same by submitting Form No. SH-13.


15. To prevent fraudulent transactions, Members are advised to exercise due diligence and notifythe Company of any change in address or demise of any Member as soon as possible. Membersare also advised not to leave their demat account(s) dormant for long. Periodic statement ofholdings should be obtained from the concerned DP and holdings should be verified.

16. The Notice of the AGM along with the Annual Report 2018-19 along with the Attendance Slipand Proxy Form is being sent by electronic mode to those Members whose e-mail addresses areregistered with the Company / Depositories, unless any Member has requested for a physicalcopy of the same. For Members who have not registered their e-mail addresses, physical copiesare being sent by the permitted mode. Members may note that this Notice and the AnnualReport 2018-19 will also be available on the Company’s website viz. www.inflameindia.com.

17. To support the ‘Green Initiative’, Members who have not registered their e-mailaddresses are requested to register the same with DPs. The registered e-mail address willbe used for sending future communications.

18. Members are requested to: -a) note that copies of annual Report will not be distributed at the AGM and they will have to

bring their copies of annual Report;b) bring the Attendance Slip at the venue duly filled-in and signed for attending the meeting,

as entry to the AGM Place will be strictly on the basis of the Entry Slip available at thecounters at the meeting venue in exchange of the attendance Slip;

c) quote their Folio / Client ID & DP ID Nos. in all correspondence with the Company /R&TA;

d) note that no gifts / coupons will be distributed at the AGM.

VOTING THROUGH ELECTRONIC MEANS:

19. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 ofthe Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (LODR)Regulations, 2015 and Secretarial Standards on General Meetings issued by ICSI, the Companyis offering e-voting facility to the shareholders to enable them to cast their votes electronicallyon the items mentioned in the Notice. The e-voting services provided by CDSL on all theresolutions set forth in this Notice. The instructions for e-voting are given herein below.Resolution(s) passed by Members through e-voting is/are deemed to have been passed as ifthey have been passed at the AGM.

20. The facility for voting, either through electronic voting system or polling paper shall also bemade available at the AGM and the Members attending the meeting who have not already casttheir vote by remote e-voting shall be able to exercise their right to vote at the AGM.

21. The Members who have cast their vote by remote e-voting prior to the AGM may also attend theAGM but shall not be entitled to cast their vote again.

22. The instructions for shareholders voting electronically are as under:

i. The voting period begins on Friday, September 27, 2019 from 9.00 A.M and ends onSunday, September 29, 2019 at 5.00 P.M. During this period shareholders of the Company,holding shares either in physical form or in dematerialized form, as on the cut-off date onMonday, September 23, 2019, may cast their vote electronically. The e-voting module shallbe disabled by CDSL for voting thereafter. The e-voting module shall be disabled by CDSL forvoting thereafter.

A) Members whose e‐mail address are registered with the Company / Depository Participantswill receive an email from CDSL Informing your ID and password:

1. Open e‐mail and open PDF file viz., “remote e‐ voting.pdf” with your Client ID or Folio No. aspassword. The said PDF file contains your user ID and password/PIN for e‐voting. Pleasenote that the password is an initial password.


2. Launch internet browser by typing the following: URL: https://www.evotingindia.com.

3. Click on Shareholders/Member- Login

4. If you are already registered with CDSL for e-voting, then you can use your existing user IDand password for casting your vote.

5. If you are logging in for the first time, please enter the User ID and password provided in thepdf file attached with the e-mail as initial password. The Password Change Menu will appearon your screen. Change to a new password of your choice, making sure that it contains aminimum of 8 digits or characters or a combination of both. Please take utmost care to keepyour password confidential.

6. Now Enter your User IDFor CDSL: 16 digits beneficiary ID,For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Members holding shares in Physical Form should enter Folio Number registered with theCompany.

7. Next enter the Image Verification as displayed and Click on Login.

8. If you are holding shares in demat form and had logged on to www.evotingindia.com and votedon an earlier voting of any company, then your existing password is to be used.

9. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10-digit alpha-numeric PAN issued by Income Tax

Department (Applicable for both demat shareholders as well asphysical shareholders)

Members who have not updated their PAN with theCompany/Depository Participant are requested to use the first twoletters of their name and the 8 digits of the sequence number inthe PAN field.

In case the sequence number is less than 8 digits enter theapplicable number of 0’s before the number after the first twocharacters of the name in CAPITAL letters. Eg. If your name isRamesh Kumar with sequence number 1 then enter RA00000001in the PAN field.

Dividend BankDetails

ORDate of Birth(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyyformat) as recorded in your demat account or in the company recordsin order to login.

If both the details are not recorded with the depository or companyplease enter the member id / folio number in the Dividend Bankdetails field as mentioned in instruction 6.

10. After entering these details appropriately, click on “SUBMIT” tab.

11. Members holding shares in physical form will then directly reach the Company selectionscreen. However, members holding shares in demat form will now reach ‘Password Creation’menu wherein they are required to mandatorily enter their login password in the newpassword field. Kindly note that this password is to be also used by the demat holders forvoting for resolutions of any other company on which they are eligible to vote, provided thatcompany opts for e-voting through CDSL platform. It is strongly recommended not to share


your password with any other person and take utmost care to keep your passwordconfidential.

12. For Members holding shares in physical form, the details can be used only for e-voting onthe resolutions contained in this Notice.

13. Click on the EVSN (190902037) of the Kuwer Industries Limited on which you choose tovote.

14. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same theoption “YES/NO” for voting. Select the option YES or NO as desired. The option YES impliesthat you assent to the Resolution and option NO implies that you dissent to the Resolution.

15. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

16. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else tochange your vote, click on “CANCEL” and accordingly modify your vote.

17. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify yourvote.

18. You can also take a print of the votes cast by clicking on “Click here to print” option on theVoting page.

19. If a demat account holder has forgotten the login password, then Enter the User ID and theimage verification code and click on Forgot Password & enter the details as prompted by thesystem.

20. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google Play Store. Pleasefollow the instructions as prompted by the mobile app while voting on your mobile.

21. Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodianare required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity shouldbe emailed to [email protected].

After receiving the login details a Compliance User should be created using the adminlogin and password. The Compliance User would be able to link the account(s) for whichthey wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the systemfor the scrutinizer to verify the same.

22. In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com , under helpsection or write an email to [email protected].

23. Any person who acquired shares of the company and becomes shareholders of the companyafter dispatch of the Notice of AGM and holds shares as of the cut‐off date i.e. Monday,September 23, 2019, may obtain the login ID and password by sending a request [email protected] of Issuer/RTA.


24. The voting rights of Members shall be in proportion to their shares of the paid up equityshare capital of the Company as on the cut‐off dated Monday, September 23, 2019.

25. The board of directors has appointed Mr. Amit Kumar (Membership No. – 48528, COP.21725), Practicing Company Secretary (310-A, Jaina Tower 1, Janak Puri, District Centre,New Delhi 110058, India) as the Scrutinizer to scrutinize the voting at the meeting andremote e-voting process in a fair and transparent manner.

26. The Scrutinizer shall after the conclusion of voting at the general meeting will first count thevotes cast at the meeting and thereafter unblock the votes cast through remote e‐ voting inthe presence of at least two witnesses not in the employment of the company and shallmake, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’sreport of the total votes cast in favour or against, if any to the chairman or a personauthorized by him in writing, who shall countersign the same and declare the result of thevoting forthwith.

27. The Results shall be declared on or after the AGM of the Company. The Results declaredalong with the Scrutinizer’s Report shall be placed on the Company’s website www.kuwer.comand on the website of CDSL immediately after the declaration of result by the Chairman or aperson authorized by him in writing. The results shall also be immediately forwarded toStock Exchange.

28. The Company is not providing Video Conferencing facility for this meeting.

29. The entire Annual Report is also available on the Company’s website www.kuwer.com

Details of Directors seeking Appointment or Re-appointment at the Annual GeneralMeeting

(In pursuance of Regulation 36 of SEBI Listing Regulations)

Name of Director Mrs. Megha AgarwalDate of Birth 27/10/1975Age (Years) 44 years approxDate of Appointment 23/03/2015

Qualification & Expertiseness He is Graduate by qualification and having richexperience of Administration and Management

Relations with Other Director (Inter-Se) Mr. Tarun Aggarwal-HusbandMr. Jai Bhagwan Aggarwal- Father in Law

Directorship held in Other Companies ason date

NIL

Chairman/ Member of the Committee ofthe Board of Directors of the Company NIL

Committee Positions* in other PublicCompanies NIL

Number of Shares held 22,727

By order of the Boardof Kuwer Industries Limited

Sd/-Tarun Aggarwal

Joint Managing Director



New Delhi-110065


REPORT OF BOARD OF DIRECTORS

Dear Members,

Your Directors are pleased to present herewith their Report on the business and Operation of theCompany together with the Audited financials and Report of Secretarial Auditor for the financialyear ended on 31stMarch, 2019.

Financial Highlights(Amount in Lakhs)

Details Year Ended 31.03.2019 Year Ended 31.03.2018Revenue from Operations 4751.98 4565.58Other Income 28.85 27.27Depreciation and amortization expenses 131.04 85.60Finance Cost 87.25 51.70Other expenditure 4550.56 4309.46Profit/(Loss) before tax 12.00 31.78Tax Expenses 0.00 17.39Net Profit/(Loss) after tax (59.91) 18.96

REVIEW OF OPERATIONS AND FUTURE PROSPECTSDuring the year under review the Company has recorded total revenue of Rs. 4780.83 Lakh ascompared to Rs. 4592.84 Lakh for the previous year. There is loss in current year as compare toprevious year.

Your Company performed better during the year, despite challenging economic conditions, YourDirectors is of the opinion that the Company has the immense potential and adequate resources toachieve the rapid rate of growth in the coming years. Your Company hopes to increase its presencein the business in other Geographical Regions in the coming years, which will significantly increasethe top line and also its profitability.

CHANGE IN NATURE OF BUSNIESSDuring the period under review, the Company has not changes its nature of business.

BUSINESS STRATEGYAt Kuwer, we are constantly striving to achieve higher goals and have been adding new machineryand developing new products/ applications with the aim of meeting the ever-changing needs of thediscerning customer. With a team of dedicated qualified professionals and Total QualityManagement, we are able to deliver the right product to ensure total customer satisfaction. TheCompany continues to focus on quality and strives to exceed the customer expectations at all timeswe have extended its scope of working by using allied equipments.

We adhere to stringent quality control norms during all production stages, right from raw materialsourcing till the shipment of goods. The whole procedures of quality control are perceived by our in-house Quality Assurance and Control (QA & C) department.


CAPITAL EXPENDITUREYour Company is continuously from pastmany years has tried and given its best toserve to its customer, industry and itsenvironment in which its exist and in thisregards has upgraded the Boilers in the plantsto CNG engines from Diesel engines byinvesting 15-20 Lakh to perform its work moreefficiently.

INDUSTRIAL RELATIONSYour Company has always considered itsworkforce as its valuable asset and continuesto invest in their excellence and developmentprograms. Your Company has taken severalinitiatives for enhancing employee engagementand satisfaction.

DIVIDENDIn the view of losses for the current year and also accumulated losses your directors do notrecommend any dividend for the financial year ended March 31, 2019. The Board assures you topresent a much strong financial statements in coming years.

CHANGE IN SHARE CAPITALDuring the year under consideration there was no change in the Authorised Share Capital of theCompany and also there was no change in the Paid up Capital of the Company.

TRANSFER TO RESERVESAddition to the reserve is as follows:

Amount In Rs.

ParticularsAs at 31st March

2019 2018Surplus:

At the beginning of the accounting period 34,291,816 32,396,083Add: Additions During The Year(Balance as perstatement of profit & loss) (5,990,573) 1,895,732

Less: Adjusted Deprecation - -

At the end of the year 28,301,243 34,291,816Add: Share Premium 47,773,280 47,773,280

Total 76,074,523 82,065,096

AUDITORS AND AUDITORS’ REPORT

a. Statutory Auditor:At the Annual General Meeting held on 29th September, 2017, M/s RNK Bhatia & Associates,LLP, having FRN N500043 Chartered Accountants, New Delhi were appointed as StatutoryAuditors of the Company to hold the office till the conclusion of 30th Annual General Meeting ofthe Company. In terms of the provisions of amended Section 139(1) of the Companies Act, 2013,the appointment of statutory auditors shall not be for ratification at every Annual GeneralMeeting.


Further, Statutory Auditor of the Company has submitted Auditor’s Report on the Accounts ofthe Company for the accounting year ended on 31st March, 2019. The Auditor’s report is selfexplanatory and requires no comments.

b. Secretarial AuditorThe Board has appointed Mr. Amit Kumar, a Practicing Company Secretary, to conductSecretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for thefinancial year 2017-18.

The Secretarial Auditor of the Company have submitted their Report in form No. MR-3 asrequired under Section 204 of the Companies Act, 2013 for the financial year ended 31st March,2019. The Secretarial Auditor Repot is annexed herewith and marked as Annexure I to thisReport. Explanation to the observation of Secretarial Auditor is as follows:

i. During the year under review, Company has not appointed Company Secretary and ChiefFinancial Officer as required under section 203 of the Companies Act 2013.

ii. During the year under review it has been observed that E-Form INC-22A, has not been filed bythe Company.

iii. DIN of Mr. Yashpal Sharma (DIN: 00446877) has been Deactivated due to non-filing of DIR-3KYC.

Management ReplyManagement of the Company assure you that Effective and Efficient steps will be taken by theCompany in the Coming Financial Year to resolve and Comply all the above mentioned Remarksgiven by the Secretarial Auditor of the Company.

c. Internal AuditorYour Company has re-appointed Mr. Rajiv Kumar Rattan, Chartered Accountants, Ghaziabadhaving Membership No. 510170 as the internal auditor for the financial year 2018-19.

DIRECTORS AND KEYMANAGERIAL PERSONEL

APPOINTMENT AND RESIGNATIONDuring the financial year 2018-19, there was no change in the Directorship of the Company.In accordance with the requirements of the Companies Act, 2013 the Directors liable to retire byrotation shall not include Independent Directors and Additional Director, hence the number ofDirectors whose office is liable to retire at the annual general meeting are 2 namely:

1. Mr. J B Aggarwal2. Mrs. Megha Agarwal

Mrs. Megha Agarwal the Director of the Company retires by rotation and being eligible offer himselffor Re- appointment.

KEY MANAGERIAL PERSONNEL (KMPs)Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. J.B Aggarwal, ManagingDirector, Mr. Tarun Aggarwal, Joint Managing Director and Chief Financial Officer are the KeyManagerial Personnel of the Company.

DECLARATION OF INDEPENDENCEYour Company has received declarations from all the Independent Directors confirming that theymeet the criteria of independence as prescribed under the provisions of Companies Act, 2013 readwith rules made thereunder.

BOARD EVALUATIONThe Board of Directors has carried out an annual evaluation of its own performance and individualdirectors pursuant to the provisions of the Companies Act, 2013. The performance of the Board wasevaluated by the Board on the basis of the criteria such as the Board composition and structure,effectiveness of Board process, information and functioning etc. The Board and Nomination andRemuneration Committee reviewed the performance of the individual directors on the basis of the


criteria such as the contribution of individual director to the Board and committee meetings likepreparedness on the issue to be discuss meaningful and constructive contribution and inputs inmeetings, etc. In a separate meeting of independent directors, performance of non-independentdirector, performance of the Board as a whole and performance of Chairman was evaluated.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACYAdequate internal controls have been laid down by the Company to safeguard and protect its assetsas well as to improve the overall productivity of its operations. All the transactions are properlyauthorized, recorded and reported to the management. The Company is following all the applicableAccounting Standards for properly maintaining the books of accounts and reporting financialstatements. The detailed process of review not only ensures reliability of control systems and legalcompliances with applicable legislation, defined policies and processes but also reviews efficiency ofsystems and ensures safeguarding of tangible and intangible assets.

NOMINATION & REMUNERATION POLICYThe Board of Directors, on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors, Key Managerial Personnel, SeniorManagement and their remuneration as required under Section 178 of the Companies Act, 2013.The Nomination & Remuneration Policy of the Company is annexed herewith and marked asAnnexure II to this Report.

RISK MANAGEMENTThe Company has adopted the Risk Management policy that defines and lays out the strategies andmethodology to decide on the risk taking ability of the organization. The Company constantlyreviews its exposure to various types of risk, whether it be regulatory, operational, environmental,financial or political. The Company has in place adequate systems to ensure compliance with allregulatory and statutory matters reviews the same on a periodic basis and takes appropriatecorrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENTThe Board of Directors acknowledges the responsibility for ensuring compliance with the provisionsof Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of theannual accounts for the year ended 31stMarch, 2019 and state that:

a. That in the preparation of the annual accounts for the financial year ended on 31st March,2019, the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b. That the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of the profit andloss of the company for that period;

c. That the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

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

e. The directors, had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEESDuring the year under review no employee is covered as per rules 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement isrequired be given showing the names and other particulars of the employees drawing remunerationin excess of the limits set out in the said rules are not applicable.


PARTICULARS OF REMUNERATIONThe information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. The ratio of the remuneration of each Director to the median remuneration of the employees ofthe Company for the financial year 2018-19:

Sr. No. Name of Director Remuneration Paid during F.Y. 2018-2019 Ratio1 Jai Bhagwan Aggarwal 9,00,000/- 45.032 Tarun Aggarwal 9,00,000/- 42.78

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, ChiefExecutive Officer, Company Secretary or Manager, if any, in the financial year 2018-19:

Sr. No. Name of Director Remuneration Paidduring F.Y. 2018-19

Remuneration Paidduring F.Y. 2017-18

PercentageChange

1 Jai BhagwanAggarwal

9,00,000/- 8,00,000 12.50%

2 Tarun Aggarwal 9,00,000/- 7,60,000 18.42%

The Company has not appointed any Company secretary during the year under review. Mr. TarunAggarwal is Joint Managing Director, and Compliance officer of the Company.

iii. The percentage increase in the median remuneration of employees in the financial year 2018-19:There has been no change in the median remuneration to the employees.

iv. The number of permanent employees on the rolls of company: 45

v. Average percentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase in themanagerial remuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration: N.A.

vi. The key parameters for any variable component of remuneration availed by the Directors:variable component of remuneration is availed by Directors.

vii. Affirmation that the remuneration is as per the remuneration policy of the Company:It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policyof the Company.

LISTING ON THE STOCK EXCHANGEThe Equity shares of the Company are listed at BSE Limited. The trading in to the equity shares ofthe Company is active on the BSE Limited under XD Group.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESThere were no contracts or arrangements entered into by the Company in accordance with theSection 188 of the Companies Act, 2013. However, there were related party transactions. All relatedparty transactions that were entered by the Company during the financial year were on an arm'slength basis. All related party transactions are presented to the Audit Committee and the Board forapproval.

The policy on materiality of related party transactions and dealing with related party transactionsas approved by the Board can be accessed on the Company's website at the link www.kuwer.com.

The details of the transactions with related party are provided in the accompanying financialstatements.

CORPORATE GOVERNANCEYour Company believes and preached the Corporate Governance practices which are in line withlegal requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Companies Act 2013. The Company has adopted the practices which are


prevalent in the industry. Further Securities and Exchange Board of India has exempted certainCompanies from mandatory Compliance of provision of corporate governance as provided underSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.In view of the saidexemption the separate section on corporate governance is not provided.

COMMITTEES OF THE BOARDThe Committees of the Board focus on certain specific areas and make informed decisions in linewith the delegated authority. The following substantive Committees constituted by the Boardfunction according to their respective roles and defined scope:

Audit Committee Nomination and Remuneration Committee Stakeholder Relationship Committee

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURNThe extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013read with Rule 12 of Companies (Management and Administration) Rules, 2014 for the financialyear 2018-19 in Form No. MGT-9 is annexed herewith as Annexure-III to this Report.

B) MEETINGS OF THE BOARDDuring the financial year ended March 31, 2019, 7 meetings of the Board of Directors were held asagainst the statutory minimum requirement of 4 times. None of the two Board Meetings have a gapof more than 120 days between them. The dates of meetings are mentioned below:

Sr. No. Date Sr. No. Date1. 20.04.2018 5. 14.11.20182. 30.05.2018 6. 13.02.20193. 10.08.2018 7. 30.03.20194. 31.08.2018

C) COMPOSITION OF AUDIT COMMITTEEThe Audit Committee as on date comprises of three members, including one is Joint ManagingDirector viz. Tarun Aggarwal and two are Non-executive Independent director viz. Yashpal Sharma,Mr. Pankaj Gupta. Mr. Pankaj Gupta is heading the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICYThe Company has established a Vigil Mechanism for its Directors and employees to report theirgenuine concerns or grievances. The policy provides a framework for directors and employees toreport genuine concerns about unethical behavior, actual or suspected fraud or violation of theCompany's code of conduct or ethics policy. Protected disclosures can be made by a whistle blowerthrough an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blowerpolicy can be accessed on the Company's website at the link: www.kuwer.com.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013The Company has zero tolerance towards sexual harassment at workplace. The Board of Directorshas constituted an Internal Complaints Committee to consider and redress complaints of sexualharassment & also adopted a policy on prevention, prohibition and redressal of sexual harassmentat workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the rules framed thereunder.During the financial year 2018-19, the Company has received no complaints on sexual harassment.

F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITYPROVIDEDParticulars of loans given, investments made, guarantees given and securities provided in thefinancial statements.

G) CORPORATE SOCIAL RESPONSIBILITY (CSR)The provision of Section 135 of Companies Act, 2013 Corporate Social Responsibility not applicableon the Company.


H) GENERALYour Directors state that no disclosure or reporting is required in respect of the following items asthere were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.2. Issue of equity shares with differential rights as to dividend, voting or otherwise.3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.4. The Managing Directors of the Company did not receive any remuneration or commission from

subsidiary.5. 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.

SUBSIDIARY & ASSOCIATE COMPANYThe Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUT GO.Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 readwith Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's reportfor the year ended 31stMarch, 2019 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTIONThe provisions related conservation of energy does not apply to the Company, therefore, theinformation as provided in Performa given in Form A under the Companies (Accounts) Rules, 2014is not given. However, the Company is conscious about its responsibility to conserve energy, powerand other energy sources wherever possible. We emphasis towards a safe and clean environmentand continue to adhere to all regulatory requirements and guidelines.

The Company has been taking energy saving measures viz., Use of energy saver electricalequipments, CFL fittings are provided inside the building for common area lighting in the projects ofthe Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere toall regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENTYour company has not undertaken any research and development work during the year 2017-18.However, in order to minimize its cost and increase the quality of its projects, your Company istrying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGODetails of Foreign Exchange, earnings and Outgo are given as below:-

Particulars Year 2019 (Amount) Year 2018 (Amount)Foreign Exchange Earning Nil NilForeign Exchange Outgoing Nil Nil


APPRECIATIONDirectors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and DevelopmentAuthorities connected with the business of the Company, Bankers of the Company, HousingFinance as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposedand to the Customers for their valued patronage.

i) The Board also takes this opportunity to express its sincere appreciation for the efforts putin by the officers and employees at all levels in achieving the results and hopes that theywould continue their sincere and dedicated Endeavour towards attainment of better workingresults during the current year.

By order of the BoardOf Kuwer Industries Limited

Sd/- Sd/-Tarun Aggarwal J.B. Aggarwal

Joint Managing Director Managing Director



New Delhi-110025


New Delhi-110025


ANNEXURE [I]Form No. MR-3

SECRETARIAL AUDIT REPORTFor The Financial Year Ended 31st March, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The members,KUWER INDUSTRIES LIMITEDD-1004, First Floor, New Friends Colony,New Delhi- 110025

We have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices by KUWER INDUSTRIES LIMITED (CIN:L74899DL1993PLC056627) (hereinafter called the company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate statutory compliances andexpressing our opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filedand other records maintained by the Company, the information provided by the Company, itsofficers, agents and authorized representatives during the conduct of secretarial audit, theexplanations and clarifications given to us and the representations made by the Management, Ihereby report that in my opinion, the Company has, during the audit period covering the financialyear ended on 31st March, 2019 generally complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance mechanism in place to theextent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records madeavailable to me and maintained by the Company as per Annexure A for the Financial Year ended on31st March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 (FEMA) & the Rules and Regulations made there

under to the extent of Foreign Direct Investment, Overseas Direct Investment and ExternalCommercial Borrowings- Not Applicable to the Company during the Audit period

(v) The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999; [The Securities and ExchangeBoard of India (Share based Employee Benefits) Regulations, 2014; (Not applicableto the Company during the period)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008- Not Applicable to the Company during the Audit Period;

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents)Regulations, 1993 regarding the Companies Act and dealing withclient;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009 -Not Applicable to the Company during the Audit Period; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998 - Not Applicable to the Company during the Audit Period;


(vi) Other Laws applicable to the Company:i. Industrial Disputes Act, 1947ii. The Payment of Wages Act, 1936iii. The Minimum Wages Act, 1948iv. Employee State Insurance Act, 1948v. The Employee Provident Fund and Miscellaneous Provisions Act, 1952vi. The Payment of Bonus Act, 1965vii. The Payment of Gratuity Act, 1972viii.The Contract Labour (Regulation and Abolition) Act, 1970ix. The Maternity Benefits Act, 1961x. The Income Tax Act, 1961xi. The Finance Act, 1994

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with regard to Meetings of Board of Directors (SS-1) and GeneralMeetings (SS-2) issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the BSE Ltd. read with theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirement)Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act,Rules, Regulations, Guidelines, Standards, mentioned hereinabove and are adequate systems andprocesses in the Company that commensurate with the size and operations of the Company tomonitor and ensure compliance with applicable laws, rules, regulations and guidelines mentionedabove subject to the following observation.

i. During the year under review, Company has not appointed Company Secretary and ChiefFinancial Officer as required under section 203 of the Companies Act 2013.

ii. During the year under review it has been observed that E-Form INC-22A, has not been filed bythe Company.

iii. DIN of Mr. Yashpal Sharma (DIN: 00446877) has been Deactivated due to non-filing of DIR-3KYC.

I have relied on the representations made by the Company and its officers for systems andmechanisms formed by the Company for compliances under the laws and regulations applicable tothe Company as referred hereinabove and verification of documents and records on test checkbasis.

I further report that the compliance by the company of the direct and indirect tax laws has not beenreviewed during this audit as the same had been subject to review by the statutory financial auditand other designated professionals.

I further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive and Independent Directors. No changes in the composition of theBoard of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

2. The Constitution of Board & Statutory Committees as observed by us is mentioned below:BOARD OF DIRECTORS

S. No. Name of the Director Category1. Mr. J.B. Aggarwal Managing director2. Mr. Tarun Aggarwal Joint Managing Director3. Mr. Shailesh Gupta Non-Executive Director4. Mr. Yashpal Sharma Independent Director5. Mr. Pankaj Gupta Independent Director6. Mrs. Megha Aggarwal Non-Executive Director


COMMITTEES OF BOARD OF DIRECTORSA. AUDIT COMMITTEE

S. No. Name of the Director Category Designation1. Mr. Pankaj Gupta Independent Director Chairman2. Mr. Tarun Aggarwal Joint Managing Director Member3. Mr. Yashpal Sharma Independent Director Member

B. NOMINATION &REMUNERTION COMMITTEES. No. Name of the Director Category Designation

1. Mr. Yashpal Sharma Independent Director Chairman2. Mr. Pankaj Gupta Independent Director Member3. Mr. Shailesh Gupta Non-Executive-Director Member

C. SHAREHOLDER’S GRIEVANCES COMMIITTEES. No. Name of the Director Category Designation

1. Mr. Shailesh Gupta Non-Executive-Director Chairman2. Mr. Tarun Aggarwal Joint Managing Director Member3. Mr. Pankaj Gupta Independent Director Member

3. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent and a system exists for seeking and obtaining further informationand clarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

4. Majority decision is carried through while the dissenting members’ views are captured andrecorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company has no instances of: Rights issue of shares/debentures/sweat equity but the public/ preferential issue of

securities was made during the audit period. Redemption/buy back of securities Major Decision taken by the members in pursuance to section 180 of the Companies Act,

2013 Merger/amalgamation/reconstruction etc. Foreign technical collaborations.

Sd/-Amit Kumar

Practicing Company SecretaryCP No. : 21725M. No. : 48528


Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” andforms an integral part of this report.


“ANNEXURE-A”

To,

THE MEMBERSKUWER INDUSTRIES LIMITEDD-1004, First Floor, New Friends Colony,New Delhi- 110025

Our Secretarial Audit Report of even date is to be read along with this letter.

Management’s Responsibility

1) It is the responsibility of the management of the Company to maintain secretarial records,devise proper systems to ensure compliance with the provisions of all applicable laws andregulations and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility

2) Our responsibility is to express an opinion on the secretarial records, standards andprocedures followed by the Company with respect to secretarial compliances.

3) We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.The verification was done on the test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices, we followed provide areasonable basis for our opinion.

4) We believe that audit evidence and information obtained from the Company'smanagement is adequate and appropriate for us to provide a basis for our opinion.

5) Wherever required, we have obtained the management's representation about thecompliance of laws, rules and regulations and happening of events etc.

6) We have not verified the correctness and appropriateness of financial records and booksof accounts of the Company.

Disclaimer

7) The Secretarial Audit Report is neither an assurance as to the future viability of theCompany nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Sd/-Amit Kumar

Practicing Company SecretaryCP No.: 21725M. No.:48528



“ANNEXURE-B”

List of documents verified

1. Memorandum & Articles of Association of the Company.

2. Minutes of the meetings of the Board of Directors, Audit Committee, Nomination & RemunerationCommittee, Stakeholders’ Relationship Committee held during the period under report.

3. Minutes of General Body Meetings held during the period under report.

4. Statutory Registers/Records under the Companies Act and rules made there under viz.

- Register of Directors & KMP- Register of Directors’ Shareholding- Register of loans, guarantees and security and acquisition made by the Company- Register of Members- Periodical BENPOS, Registers of Demat/Remat and records made available from RTA

5. Agenda papers relating to the Board Meetings and Committee Meetings.

6. Declarations received from the Directors of the Company pursuant to the provisions of Section 299 ofthe Companies Act, 1956 and 184 of the Companies Act, 2013.

7. E-Forms filed by the Company, from time-to-time, under applicable provisions of the Companies Act,1956 and Companies Act, 2013 and attachments thereof during the period under report.

8. Intimations/ documents/ reports/ returns filed with the Stock Exchanges pursuant to the provisions ofListing Agreement during the period under report.

9. Communications/ Letters issued to and acknowledgements received from the Independent directors fortheir appointment.

10. Various policies framed by the company from time to time as required under the Companies Act as wellas listing agreement/SEBI Regulations.


ANNEXURE - IINOMINATION AND REMUNERATION POLICY

I. GUIDING PRINCIPLESThe Policy ensures that

The level and composition of remuneration is reasonable and sufficient to attract, retain andmotivate Directors of the quality required to run the Company successfully;

Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks and

Remuneration to Directors, Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short and long term performance objectivesappropriate to the working of the Company and its goals.

II. ROLE OF THE COMMITTEEThe role of the Committee inter alia will be the following:

To formulate a criteria for determining qualifications, positive attributes and independence of aDirector.

Formulate criteria for evaluation of Independent Directors and the Board. Identify persons who are qualified to become Directors and who may be appointed in Senior

Management in accordance with the criteria laid down in this policy. To carry out evaluation of every Director’s performance. To recommend to the Board the appointment and removal of Directors and Senior Management. To recommend to the Board policy relating to remuneration for Directors, Key Managerial

Personnel and Senior Management. Ensure that level and composition of remuneration is reasonable and sufficient, relationship of

remuneration to performance is clear and meets appropriate performance benchmarks. To devise a policy on Board diversity.

III. FREQUENCY OF THE MEETINGSThe meeting of the Committee shall be held at such regular intervals as may be required.

IV. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENTAppointment criteria and qualifications:

The Committee shall identify and ascertain the integrity, qualification, expertise and experienceof the person for appointment as Director, KMP or at Senior Management level and recommendto the Board his / her appointment.

A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has discretion to decide whetherqualification, expertise and experience possessed by a person are sufficient / satisfactory for theconcerned position.

The Company shall not appoint or continue the employment of any person as ManagingDirector/Whole-time Director/Manager who has attained the age of seventy years. Provided thatthe term of the person holding this position may be extended beyond the age of seventy yearswith the approval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extension ofappointment beyond seventy years.

Term / Tenure:Managing Director/Whole-time Director/Manager (Managerial Person): The Company shall appoint or re-appoint any person as its Managerial Person for a term not

exceeding five years at a time. No re-appointment shall be made earlier than one year before theexpiry of term.

Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of

the Company and will be eligible for re-appointment on passing of a special resolution by theCompany and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, but suchIndependent Director shall be eligible for appointment after expiry of three years of ceasing tobecome an Independent Director. Provided that an Independent Director shall not, during thesaid period of three years, be appointed in or be associated with the Company in any othercapacity, either directly or indirectly. However, if a person who has already served as an


Independent Director for 5 years or more in the Company as on 1 October, 2014 or such otherdate as may be determined by the Committee as per regulatory requirement, he / she shall beeligible for appointment for one more term of 5 years only.

At the time of appointment of Independent Director it should be ensured that number of Boardson which such Independent Director serves is restricted to seven listed companies as anIndependent Director and three listed companies as an Independent Director in case suchperson is serving as a Whole-time Director of a listed company or such other number as may beprescribed under the Act.

Evaluation: The Committee shall carry out evaluation of performance of every Director. KMP and Senior Management on yearly basis or as when required.

Removal:Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules madethereunder or under any other applicable Act, rules and regulations, the Committee mayrecommend, to the Board with reasons recorded in writing, removal of a Director, KMP or SeniorManagement subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:The Director, KMP and Senior Management shall retire as per the applicable provisions of theCompanies Act, 2013 and the prevailing policy of the Company. The Board will have the discretionto retain the Director, KMP, Senior Management in the same position / remuneration or otherwiseeven after attaining the retirement age, for the benefit of the Company.

V. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP ANDSENIOR MANAGEMENT

1. General: The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior

Management Personnel will be determined by the Committee and recommended to the Board forapproval. The remuneration / compensation / commission etc. shall be subject to theprior/post approval of the shareholders of the Company and Central Government, whereverrequired.

The remuneration and commission to be paid to Managerial Person shall be as per the statutoryprovisions of the Companies Act, 2013, and the rules made thereunder for the time being inforce.

Increments to the existing remuneration / compensation structure may be recommended by theCommittee to the Board which should be within the slabs approved by the Shareholders in thecase of Managerial Person. Increments will be effective from the date of reappointment inrespect of Managerial Person and 1st April in respect of other employees of the Company.

2. Remuneration to Managerial Person, KMP and Senior Management: Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remunerationas may be approved by the Board on the recommendation of the Committee in accordance withthe statutory provisions of the Companies Act, 2013, and the rules made thereunder for thetime being in force and also depend on the financial position of Company.

Minimum Remuneration:If, in any financial year, the Company has no profits or its profits are inadequate, the Companyshall pay remuneration to its Managerial Person in accordance with the provisions of ScheduleV of the Companies Act, 2013 and if it is not able to comply with such provisions, with the priorapproval of the Central Government.

Provisions for excess remuneration:If any Managerial Person draws or receives, directly or indirectly by way of remuneration anysuch sums in excess of the limits prescribed under the Companies Act, 2013 or without theprior sanction of the Central Government, where required, he / she shall refund such sums tothe Company and until such sum is refunded, hold it in trust for the Company. The Companyshall not waive recovery of such sum refundable to it unless permitted by the CentralGovernment.


3. Remuneration to Non-Executive / Independent Director: Remuneration / Commission:

The remuneration / commission shall be in accordance with the statutory provisions of theCompanies Act, 2013, and the rules made thereunder for the time being in force.

Sitting Fees:The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such fees shallnot exceed the maximum amount as provided in the Companies Act, 2013, per meeting of theBoard or Committee or such amount as may be prescribed by the Central Government fromtime to time.

Limit of Remuneration /Commission:Remuneration /Commission may be paid within the monetary limit approved by shareholders,subject to the limit not exceeding 1% of the net profits of the Company computed as per theapplicable provisions of the Companies Act, 2013.

Stock Options:An Independent Director shall not be entitled to any stock option of the Company.

VI. REVIEW AND AMENDMENT The Committee or the Board may review the Policy as and when it deems necessary. The Committee may issue the guidelines, procedures, formats, reporting mechanism and

manual in supplement and better implementation to this Policy, if it thinks necessary. This Policy may be amended or substituted by the Committee or by the Board as and when

required and also by the Compliance Officer where there is any statutory changes necessitatingthe change in the policy.


ANNEXURE – IIIMANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTSThe packaging industry in India is expected to reach $ 73 billion in 2020 from $ 32 billion in FY 15,according to a report prepared by FICCI and Tata Strategic Management Group (TSMG) on plasticindustry titled ‘Plastic packaging: The sustainable choice’. In the coming years, Indianpackaging industry is anticipated to register 18 percent annual growth rate, with theflexible packaging and rigid packaging expected to grow annually at 25 percent and 15 percent,respectively.

The Indian packaging industry constitutes about 4 percent of the global packaging industry. Theper capita packaging consumption in India is quite low at 4.3 kgs, compared to countries likeGermany and Taiwan where it is 42 kgs and 19 kgs respectively. However, organized retail andboom in e-commerce, which offer huge potential for future growth of retailing, is giving a boost tothe packaging sector.

Today, plastics are the material of choice in packaging for the sectors such as FMCG, food andbeverages, pharmaceuticals etc. Globally, plastics comprise of 42 percent of packaging with thecombination of rigid and flexible plastics in packaging. Plastics are used heavily for packaging dueto innovative visual appeal for customer attraction and convenience. Additionally, they improve thehygiene quotient and shelf-life of the products especially in food and beverages segment.

OPPORTUNITIES & THREATS

OPPORTUNITIESFlexible packaging market has been driving the packaging industry to new heights. Developmentacross consumer and industrial market that uses flexible films, improvements in manufacturingpractices, and continued technological innovations, the packaging market has been able to growand evolve thereby shaping the packaging trends. As a result of the various beneficial features thatcome with it, right from ease of handling, storage and convenience to being economic in terms ofcost savings, flexible packaging has certainly paved a strong position for itself, and is seen as a keysegment driving growth of the overall packaging industry world over.

THREATS:Flexible packaging markets tend to by highly competitive at both the national and regional levels,often with narrow margin. The global flexible packaging industry continues to be highly fragmentedalthough a small but growing number of multinational converters are adopting a global strategy togrow their major brand owner customers who are expanding their manufacturing footprint inemerging markets in Eastern Europe, Asia, Africa and Latin America. There is an increasingconcern among consumers for environmentally sustainable packaging solutions that has madeR&D towards light weighting of substrates rather ubiquitous. Converters are confronted with thedaunting task of coming up with solutions that leave lesser waste and thus lower carbon foot print.The narrative on sustainability now puts a much larger onus on to the packaging manufacturers toinnovate and ensure reduction at source.Worldwide more and more bio-degradable products are being used and packaging films are oftenconsidered environment unfriendly. Packaging films face significant opposition from various strataof society and are subject to severe regulatory and statutory frame although it has been provedbeyond reasonable doubt that this type of packaging requires much less energy duringmanufacturing, transportation and disposal than its rigid counterpart.

OUTLOOKSince the last fifteen years, Kuwer has been a leading name in the complex field of HolographicFilms/ Holographic Paper, Window metallised/ De-metallised films, coated lacquered films andallied products. At Kuwer we are constantly striving to achieve higher goals and have been addingnew machinery and developing new products/ applications with the aim of meeting the ever-changing needs of the discerning customer. With a team of dedicated qualified professionals andTotal Quality Management, we are able to deliver the right product to ensure total customersatisfaction and to maintain and keep on improving the same is company’s current vision.


REVIEW OF OPERATIONS AND FUTURE PROSPECTSDuring the year under review, your Company has loss from operations. Your Directors are stronglybelieves that in the coming financial year, your Company will maintain its profitable business andwill resort for better financial results.

RISK AND CONCERNThe risks faced by the Company are categorized into strategic, financial, operational andcompliance risks. In view of the changing business environment, the Company has RiskManagement Policy to protect the abovementioned risk. Some of the risks that may arise in normalcourse of business and impact its ability for future developments inter alia include credit risk,liquidity risk, market risk etc.

Risk is an integral part of business. Risk can be broadly categorized into two broad categories: oneRisk Associated at the Transactional Level and the other Risk Associated at the Decision MakingLevel. Risk Associated at operational level can arise out of operations, financial dealings and / orcompliances of legal system. The Company has appropriate control mechanism and operatingeffectiveness of Internal Financial Controls & Legal Compliance System

Your Company has established a framework and process to monitor the exposures to implementappropriate measures in a timely and effective manner.

INTERNAL CONTROLS AND THEIR ADEQUACYThe Company has a proper and adequate system of internal controls to ensure that all assets aresafeguarded and protected against loss from unauthorized use or disposition, and to ensure that alltransactions are authorised, recorded and reported correctly and adequately. The Company’sinternal controls are supplemented by an extensive programme of internal audits, review bymanagement and documented policies, guidelines and procedures. The internal control is designedto ensure that financial & other records are reliable for preparing financial information and formaintaining accountability of assets. All financial and audit control systems are also reviewed bythe Audit Committee of the Board of Directors of the company on periodical basis.

HUMAN RESOURCESYour Company firmly believes that a motivated and empowered employee is the key to competitiveadvantage. At present your company has adequate human resources which is commensurate withthe current volume of Business activity and is reviewed by the management periodically and thecompany would induct competent personnel on increase/ expansion of the Business activity. YourCompany’s employee value proposition is based on a strong focus on employee development, anexciting work culture, performance and empowerment. Processes such as performanceimprovement, talent management and competency management are platforms for individualdevelopment.


CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015)

To,The Member ofKuwer Industries LimitedD-1004, First Floor, New Friends Colony,New Delhi110065

I, have examined the relevant registers, records, forms, returns and disclosures received from theDirectors of Kuwer Industries Limited having CIN L74899DL1993PLC056627 and having registeredoffice at D-1004, First Floor, New Friends Colony, New Delhi110065 (hereinafter referred to as ‘theCompany’), produced before me by the Company for the purpose of issuing this Certificate, inaccordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (includingDirectors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessaryand explanations furnished to me by the Company & its officers, I hereby certify that except Mr.Yashpal Sharma, having (DIN: 00446877), whose DIN Deactivated due to non-filing of DIR-3 KYCnone of the Directors on the Board of the Company as stated below for the Financial Year ending on31st March, 2019 have been debarred or disqualified from being appointed or continuing asDirectors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairsor any such other Statutory Authority.

Sr. No. Name of Director DIN Date of Appointment inCompany

1. Jai Bhagwan Aggarwal 00315184 15/10/20032. Tarun Aggarwal 01320462 16/07/20013. Shailesh Gupta 00079956 16/07/20014. Pankaj Gupta 01390045 01/10/20035. Megha Agarwal 07129138 23/03/20156. Yashpal Sharma 00446877 01/10/2003

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is theresponsibility of the management of the Company. Our responsibility is to express an opinion onthese based on our verification. This certificate is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

Sd/-Amit Kumar

Practicing Company SecretaryPlace: New Delhi M. No. 48528Date: 26.08.2019 COP: 21725


ANNEXURE - III

FORM MGT-9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2019(Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:1 CIN L74899DL1993PLC0566272 Registration Date 24th December, 19933 Name of the Company Kuwer Industries Limited4 Category/Sub-category of the

CompanyNon-Government CompanyCompany limited by shares

5 Address of the Registered office &contact details

D-1004, First Floor, New Friends Colony, NewDelhi 110025

6 Whether listed company Yes7 Name, Address & contact details of

the Registrar & Transfer Agent, ifany.

M/s Skyline Financial Services Private Limited1st Floor, D-153A, Okhla Industrial Area, PhaseI, New Delhi 110020Ph. No. 011 2681 2682, 6473 2681

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY(All the business activities contributing 10 % or more of the total turnover of the company shallbe stated)S. No. Name and Description of main products /

servicesNIC Code of theProduct/service

% to totalturnover of the

company1 Manufacturing of Plastic Products 222 99.40

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESSN Name and address of the

CompanyCIN/GLN Holding/

Subsidiary/Associate

% ofsharesheld

ApplicableSection

IV. SHARE HOLDING PATTERN(i) Category-wise Share Holding

Category ofShareholders

No. of Shares held at the beginning of theyear [As on 31-March-2018]

No. of Shares held at the end of the year[As on 31-March-2019]

%Chang

eduring

theyear

Demat Physical

Total % ofTotal

Shares

Demat Physical Total % ofTotal

SharesA. Promoters(1) Indiana) Individual/HUF 3377200 10 3377210 37.21 3293700 10 329371

0 36.29 (0.92)

b) Central Govt. - - - 0.00 - - 0 0.00 0.00c) State Govt.(s) - - - 0.00 - - 0 0.00 0.00d) Bodies Corp. 455428 - 455428 5.02 455428 - 455428 5.02 0.00e) Banks / FI - - - 0.00 - - - 0.00 0.00f) Any other - - - 0.00 - - - 0.00 0.00Sub Total (A)(1) 3832628 10 3832638 42.23 3749128 10 374913

8 41.31 (0.92)

(2) Foreign


a) NRIIndividuals

- - - 0.00 - - - 0.00 0.00

b) OtherIndividuals

- - - 0.00 - - - 0.00 0.00

c) Bodies Corp. - - - 0.00 - - - 0.00 0.00

d) Any other - - - 0.00 - - 0.00 0.00

Sub Total (A)(2) - - - 0.00 - - - 0.00 0.00

TOTAL (A) 3832628 10 3832638 42.23 3749128 10 3749138 41.31 (0.92)

B. PublicShareholding1. Institutionsa) MutualFunds - - - 0.00 - - - 0.00 0.00

b) Banks / FI - 70100 70100 0.77 - 70100 70100 0.77 0.00c) Central Govt. - - - 0.00 - - - 0.00 0.00d) State Govt.(s) - - - 0.00 - - - 0.00 0.00e) VentureCapital Funds - - - 0.00 - - - 0.00 0.00

f) InsuranceCompanies - - - 0.00 - - - 0.00 0.00

g) FIIs - - - 0.00 - - - 0.00 0.00h) Foreign

Venture CapitalFunds

- - - 0.00 - - - 0.00 0.00

i) Others(specify) - - - 0.00 - - - 0.00 0.00

Sub-total(B)(1):- - 70100 70100 0.77 - 70100 70100 0.77 0.00

2. Non-Institutionsa) Bodies Corp.i) Indian 368961 597861 597861 6.59 300172 228900 529072 5.83 (0.76)ii) Overseas - - - - - - - - -b) Individualsi) Individualshareholdersholding nominalshare capitalupto Rs. 1 lakh

660998 558000 1218998 13.43 654443 533600 1188043 13.09 (0.34)

ii) Individualshareholdersholding nominalshare capital inexcess of Rs 1lakh

2832703 32300 2865003 31.57 3018947 32300 3051247 33.62 2.05

c) Others(specify)HUF 296608 296608 296608 3.27 295808 0 295808 3.26 (0.01)OverseasCorporateBodies

- - - - - - - - -

ClearingMembers - - - - - - - - -

Trusts - - - - - - - - -NRI 1764 194864 194864 2.15 1364 189300 190664 2.10 (0.05)Sub-total(B)(2):- 4161034 16796

33 5173334 57.01 4272734 984100 5256834 57.92

Total Public (B) 4161034 1749733 5243434 57.78 4272734 105420

0532693

4 58.69

C. Shares heldby Custodian - - - - - - - - -


for GDRs &ADRsGrand Total(A+B+C) 7993662 55823

71 9076072 100.00 8021862 1054210

9076072

100.00

(ii) Shareholding of PromoterSN Shareholder’s

NameShareholding at the beginningof the year

Shareholding at the end ofthe year

%changeinshareholdingduringtheyear

No. ofShares

% oftotalShares ofthecompany

% ofSharesPledged/encumberedto totalshares

No. ofShares

% oftotalSharesof thecompany

% ofSharesPledged /encumbered tototalshares

1 Tarun Aggarwal 1255008 13.83 0 1255008 13.83 0 0.002 J B Aggarwal 1219310 13.43 0 1219310 13.43 0 0.003 Shalini Aggarwal 40000 0.44 0 40000 0.44 0 0.444 Usha Aggarwal 756665 8.34 0 756665 8.34 0 0.005 Megha Aggarwal 22727 0.25 0 22727 0.25 0 0.00

6 VCT Lease InvestPvt. Ltd 66150 0.73 0 66150 0.73 0 0.00

7 Kuwer PackagingPvt. Ltd. 302915 3.34 0 302915 3.34 0 0.00

8 JTV Labels Pvt.Ltd 86363 0.95 0 86363 0.95 0 0.00

(iv) Shareholding Pattern of top ten Shareholders(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN For each ofthe Top 10shareholders

Date Reason

CumulativeShareholding duringthe year

No. ofshares

% of totalshares

No. ofshares

% of totalshares

1 Smita SinghAt thebeginning ofthe year

01.04.2018 277272 3.05 277272 3.05

Changesduring theyear

No change during the year

At the end ofthe year 31.03.2019 277272 3.05 277272 3.05

2. Vijaya DarakAt thebeginning ofthe year

01.04.2018 227272 2.50 227272 2.50





3 Southern India Depository Service Pvt. Ltd.At thebeginning ofthe year

01.04.2018 138900 1.53 138900 1.53



At the endof the year 31.03.2019 138900 1.53 138900 1.53

4 Dheeraj Kumar LohiaAt thebeginning ofthe year

01.04.2018 116133 1.28 116133 1.28


31.12.2018 Buy 20938 0.23 20938 0.23


5 Sonal LohiaAt thebeginningof the year

01.04.2018 123000 1.36 123000 1.36


31.12.2018 Buy 1151 1151


28.01.2019 Buy 519 519


6 Prime Securities LimitedAt thebeginning ofthe year

01.04.2018 120840 1.33 120840 1.33




7 Dipak Kanayalal ShahAt thebeginning ofthe year

01.04.2018 118800 1.31 118800 1.31




8 Rohit DarakAt thebeginning ofthe year

01.04.2018 113636 1.25 113636 1.25




9 Ajay Beswal


At thebeginning ofthe year

01.04.2018 113636 1.25 113636 1.25




10 Sharad Kumar DarakAt thebeginning ofthe year

01.04.2018 113636 1.25 113636 1.25




(v) Shareholding of Directors and Key Managerial Personnel:SN

Shareholdingof eachDirectors andeach KeyManagerialPersonnel

Date

Reason

Shareholding at thebeginning of theyear

Cumulative Shareholdingduring the year

No. ofshares

% oftotalshares

No. ofshares

% of totalshares

1 Jai Bhagwan AggarwalAt thebeginning ofthe year

01.04.2018 - 1219310 13.43% 1219310 13.43%


- - - - -

At the end ofthe year 31.03.2019 - 1219310 13.43% 1219310 13.43%

2 Tarun AggarwalAt thebeginning ofthe year

01.04.2018 - 1255008 13.83% 1255008 13.83%


- - - - -

At the end ofthe year 31.03.2019 1,255,008 13.83% 1,255,008 13.83%

3 Yashpal SharmaAt thebeginning ofthe year

01.04.2018 - - 0.00% - 0.00%


- - - - - -

At the end ofthe year 31.03.2019 0.00% 0.00%

4 Shailesh GuptaAt thebeginning ofthe year

01.04.2018 - - 0.00% - 0.00%


- - - 0.00% - 0.00%

At the end of 31.03.2019 - 0.00% 0.00%


the year

5 Pankaj GuptaAt thebeginning ofthe year

01.04.2018 - - 0.00% - 0.00%


- - - 0.00% - 0.00%

At the end ofthe year 31.03.2019 - - 0.00% - 0.00%

6 Megha AgarwalAt thebeginning ofthe year

01.04.2018 - 22,727 0.25% 22,727 0.25%


- - - - - -

At the end ofthe year 31.03.2019 - 22,727 0.25% 22,727 0.25%

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due forpayment:

(Amt. Rs./Lakh)Particulars Secured Loans

excluding depositsUnsecuredLoans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) PrincipalAmount 454.59 65.25 - 519.84

ii) Interestdue but notpaid

- - - -

iii) Interestaccrued butnot due

- - - -

Total(i+ii+iii) 454.59 65.25 - 519.84

Change in Indebtedness during the financial year* Addition 1106.39 329.39 - 1435.78* Reduction (4.52) - - (4.52)Net ChangeIndebtedness at the end of the financial yeari) PrincipalAmountii) Interestdue but notpaid

- - - -

iii) Interestaccrued butnot due

- - - -

Total(i+ii+iii) 1560.98 394.64 1955.62


VI. REMUNERATION OF DIRECTORS ANDKEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director,Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager TotalAmount

Name Jai BhagwanAggarwal

TarunAggarwal (Rs/Lac)

DesignationManaging Director Joint

ManagingDirector

1 Gross salary 9.00 9.00 18.00(a) Salary as per provisionscontained in section 17(1) of theIncome-tax Act, 1961

- - -

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961

-- -

(c) Profits in lieu of salary undersection 17(3) Income- tax Act, 1961 - - -

2 Stock Option - - -3 Sweat Equity -

- -

4Commission -- as % of profit - - -- others, specify - - -

5 Others, please specify - - -Total (A) 9.00 9.00 18.080Ceiling as per the Act - - -

SN. Particulars ofRemuneration Name of Directors Total

Amount(Rs/Lac)

1 Independent Directors Yashpal Sharma Pankaj GuptaFee for attending boardcommittee meetings - - -

Commission - - -Others, please specify - - -Total (1) - - -

2 Other Non-ExecutiveDirectors Shailesh Gupta Megha Aggarwal -

Fee for attending boardcommittee meetings - - -

Commission - - -Others, please specify - - -Total (2) - - -Total (B)=(1+2) - - -Total ManagerialRemuneration - - -

Overall Ceiling as per the Act 100000.00 100000.00 100000.00Company does not pay any remuneration to Non executive Directors and IndependentDirectors.C. Remuneration to Key Managerial Personnel other thanMD/Manager/WTDSN. Particulars of

RemunerationName of Key Managerial Personnel Total

AmountName (Rs/Lac)Designation CEO CFO CSGross salary - - -


(a) Salary as per provisionscontained in section 17(1) ofthe Income-tax Act, 1961

-

(b) Value of perquisites u/s17(2) Income-tax Act, 1961 -(c) Profits in lieu of salaryunder section 17(3) Income-tax Act, 1961

-

2 Stock Option - - - -Sweat Equity - - - -

4

Commission

- as % of profit - - - -- others, specify -

5 Others, please specify - - - -Total - - - -

*Company has not appointed Company Secretary during the period under review. Further theremuneration paid to Managing Director and Whole Time Director is disclosed above.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OFOFFENCES:Type Section

of theCompanies Act

BriefDescription

Details ofPenalty /Punishment/Compoundingfees imposed

Authority [RD/ NCLT/COURT]

Appeal made, ifany (give Details)

A. COMPANYPenaltyPunishment

CompoundingB. DIRECTORSPenaltyPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding


INDEPENDENT AUDITOR’S REPORT

To the Members of Kuwer Industries Limited;

Report on the Standalone Financial Statements

OpinionWe have audited the standalone financial statements of KUWER INDUSTRIES LIMITED (“theCompany”), which comprise the balance sheet as at 31st March 2019, and the statement of Profitand Loss, (statement of changes in equity) and statement of cash flows for the year then ended, andnotes to the financial statements, including a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the state of affairs of the Company as at March 31, 2018, and profit/loss,changes in equity and its cash flows for the year ended on that date.

Basis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs) specified under section143(10) of the Companies Act, 2013. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India together with the ethical requirements that are relevantto our audit of the financial statements under the provisions of the Companies Act, 2013 and theRules there under, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.

Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance inour audit of the financial statements of the current period. These matters were addressed in thecontext of our audit of the financial statements as a whole, and in forming our opinion thereon, andwe do not provide a separate opinion on these matters.

Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position, financial performance and cashflows of the Company in accordance with the accounting principles generally accepted in India,including the accounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate implementation and maintenance ofaccounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statement that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’sability to continue as a going concern, disclosing, as applicable, matters related to going concernand using the going concern basis of accounting unless management either intends to liquidate theCompany or to cease operations, or has no realistic alternative but to do so. Board of Directors arealso responsible for overseeing the Company’s financial reporting process.


Auditor’s Responsibility for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not aguarantee that an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.

Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we givein the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to theextent applicable.

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account

d) In our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March,2018 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our separate Report in “AnnexureB”.

g) With respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial positionin its financial statements – Refer Note 34 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For RNK Bhatia & Associates LLPChartered AccountantsFRN: M500043

Sd/-CA Kushal BhatiaPartner Place: New DelhiM. No.: 531909 Date: May 30th, 2019


Kuwer Industries LimitedAnnexure - A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company onthe standalone financial statements for the year ended 31 March 2019, we report that:

(i) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme, certain fixed assets were verified during the year andno material discrepancies were noticed on such verification. In our opinion, thisperiodicity of physical verification is reasonable having regard to the size of the Companyand the nature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, the title deeds of immovable properties areheld in the name of the Company.

(ii) As per the information and explanations given to us, the inventories have been physicallyverified by the management at reasonable intervals during the year. In our opinion,discrepancies noticed on physical verification of inventory were not material in relation tothe operations of the Company and the same have been properly dealt with in the booksof account.

(iii) The Company has not granted any loan to bodies corporate, firm or other parties coveredin the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(iv) In our opinion and according to the information and explanations given to us, theCompany has complied with the provisions of section 185 and 186 of the Act, withrespect to the loans and investments made.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act, for any of the activities carried by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company, amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund, income-tax,sales tax, value added tax, duty of customs, service tax, cess and other materialstatutory dues have been regularly deposited during the year by the Company with theappropriate authorities except Tax Collected at Source

Qualifying Remarks: Company has defaulted in collecting and depositing “tax collected atsource” i.e TCS as per Section 206C of The Income Tax Act 1961, on the Sale of Scrapmade during the year

As explained to us, the Company did not have any dues on account of employees’ stateinsurance and duty of excise. According to the information and explanations given to us,no undisputed amounts payable in respect of provident fund, income tax, sales tax,value added tax, duty of customs, service tax, cess and other material statutory dueswere in arrears as at 31 March 2018 for a period of more than six months from the date


they became payable.

(b) According to the information and explanations given to us, there are no material duesof duty of customs which have not been deposited with the appropriate authorities onaccount of any dispute.

(viii) The Company has not defaulted in repayment of any loans or borrowings from banks,during the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans raised during the year were applied for thepurpose for which they were raised.

(x) According to the information and explanations given to us, no material fraud by theCompany or on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

(xi) According to the information and explanations give to us and based on our examinationof the records of the Company, the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, theCompany is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and based on our examinationof the records of the Company, transactions with the related parties are in compliancewith sections 177 and 188 of the Act where applicable and details of such transactionshave been disclosed in the financial statements as required by the applicable accountingstandards.

(xiv) According to the information and explanations give to us and based on our examinationof the records of the Company, the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examinationof the records of the Company, the Company has not entered into non-cash transactionswith directors or persons connected with him. Accordingly, paragraph 3(xv) of the Orderis not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934.




Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of Kuwer IndustriesLimited as of 31 March 2019 in conjunction with our audit of the standalone financialstatements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India (‘ICAI’). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business, including adherence tocompany’s policies, the safeguarding of its assets, the prevention and detection of frauds anderrors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information, as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) andthe Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the Company’s internal financial controls system over financialreporting.


Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting includes those policiesand procedures that:(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company;(2) Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting,including the possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods are subjectto the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2018, based on the internal control overfinancial reporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.




BALANCE SHEET AS AT 31ST MARCH, 2019(Amount in Rs.)

Particulars Noted As at 31st March2019 2018 2017

I ASSETS(1) Non-Current Assets(a) Property, Plant and Equipment 3A 164,636,001 58,190,978 60,099,654(b) Capital Work-in-Progress 3B 14,285,900 3,818,221 -(c) Intangible Assets - - -(d) Intangible assets under development - - -(e) Financial Assets

(i) Investment - - -(ii) Loans 4A 27,430,907 25,693,344 24,271,116(iii) Others - - -

(f) Other Non-Current Assets 4B 1,160,000 1,450,000 -Total Non-Current Assets 207,512,807 89,152,542 84,370,770

(2) Current Assets(a) Inventories 5 82,661,989 81,689,408 75,872,465(b) Financial Assets

(i) Investments - - -(ii) Trade Receivable 6 139,441,481 123,552,732 81,853,720(iii) Cash and cash equivalent 7 2,058,874 2,912,535 1,448,093(iv) Loans 8 14,390,209 2,732,430 2,798,898(v) Other Financial Assets - - -

(c) Deferred Tax Assets (Net) - - -(d) Other Current Assets 9 24,332,649 9,049,906 4,879,065Total Current Assets 262,885,203 219,937,011 166,852,240

Total Assets 470,398,010 309,089,554 251,223,010

IIEQUITY AND LIABILITIES(1) Non-Current Assets(a) Equity Share Capital 10 90,760,720 90,760,720 90,760,720(b) Other Equity 11 76,074,523 82,065,096 80,169,363Total Equity 166,835,243 172,825,816 170,930,083

(2) LiabilitiesNon-Current Liabilities(a) Financial Liabilities

(i) Borrowings 12 122,681,672 7,011,184 225,000(ii) Trade Payables - - -

(b) Provisions 13 2,062,182 1,878,529 1,763,423(c) Deferred Tax Liabilities (Net) 14 20,031,161 12,841,087 13,298,104Total Non-Current Liabilities 144,775,015 21,730,800 15,286,527


Current Liabilities(a) Financial Liabilities

(i) Borrowings 15 72,880,558 44,973,250 -(ii) Trade Payable 16 61,551,697 58,079,969 19,071,813(iii) Other Financial Liabilities 17 6,832,720 761,803 731,076

(b) Other Current Liabilities 18 17,287,900 8,978,934 7,010,041(c) Provisions 19 234,876 1,738,982 1,760,775Total Current Liabilities 158,787,752 114,532,938 28,573,705

Total Equity and Liabilities 470,398,010 309,089,554 214,790,315Significant Accounting PoliciesSee accompanying Notes to the Financial Statements

In terms of our report of even date attached For and on behalf of the Board of Director ofRNK Bhatia & Associates LLP Kuwer Industries Ltd.Chartered AccountantsFRN: N500043

Sd/- Sd/- Sd/-Kushal Bhatia Tarun Aggarwal J.B. Aggarwal(Partner) (Director) (Director)M. No: 531909 DIN: 01320462 DIN: 00315184



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2019(Amount in Rs.)

Particulars Noted For the year ended2019 2018

INCOMERevenue from Operations 20 475,198,323 456,557,853Other Income 21 2,885,164 2,726,645Total Income 478,083,487 459,284,498

EXPENSESCost of Material Consumed 22 303,533,916 286,164,570Purchase of Stock-in-Trade - -Changes in Inventories of Finished Goods, Work-in-Progressand Stock-in-Trade

23 (5,160,303) 1,294,657

Excise Duty - 11,431,401Employee Benefits Expense 24 11,752,029 12,320,574Finance Costs 25 8,724,529 5,169,633Depreciation/ Amortisation and Depletion Expenses 26 13,103,880 8,559,875Other Expenses 27 144,929,935 131,166,091Total Expenses 476,883,987 456,106,801Profit before Tax 1,199,501 3,177,698Tax ExpensesCurrent Tax 19 234,876 1,738,982MAT Credit Entitlement (234,876) -

Deferred Tax (Assets)/Liabilities 14 7,190,073 (457,017)Profit for the year (5,990,573) 1,895,732Other Comprehensive Incomei. Items that will not be reclassified to Statement of Profitand Loss

- -

ii. Income tax relating to items that will not be reclassified toStatement of Profit and Loss

- -

iii. Items that will be reclassified to Statement of Profit andLoss

- -

iv. Income tax relating to items that will be reclassified toStatement of Profit and Loss

- -

Total Comprehensive Income for the year (5,990,573) 1,895,732Earnings per Equity Share of face value of Rs. 10 eachBasic 28 0.21 0.11Diluted 28 0.21 0.11

Significant Accounting PoliciesSee accompanying Notes to the Financial Statements

In terms of our report of even date attached For and on behalf of the Board of Director ofRNK Bhatia & Associates LLP Kuwer Industries Ltd.Chartered AccountantsFRN: N500043Sd/- Sd/- Sd/-Kushal Bhatia Tarun Aggarwal J.B. Aggarwal(Partner) (Director) (Director)M. No. 531909 DIN: 01320462 DIN: 00315184



CASH FLOW STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2019

Particulars For the year ended2019 2018

Cash Flow from Operating ActivitiesNet Profit before tax and extra ordinary item 1,199,501 1,895,732

Adjustment for :-Depreciation 13,103,880 8,559,875Provision for Tax 234,876 1,738,982Operative loss before working capital changes 14,538,257 12,194,590

Adjustment for : Trade & Other Receivable (15,888,749) (41,699,013)Inventory (972,581) (5,816,943)Short Term Loans and Advances (11,657,779) 66,468Other Current Assets (15,282,744) (4,170,841)Trade Payable 3,471,728 39,008,156Other Financial Liabilities 6,070,917 (190,617)Long Term Loans and Advances (1,737,563) (1,422,227)Provisions (1,320,453) (363,704)Other Current Liabilities 8,308,966 1,529,204Cash Generated from Operation (14,470,000) (864,927)Taxes Paid - (1,738,982)Net Cash Flow / (used) from Operating Activities (14,470,000) (2,603,909)

Cash Flow from investing ActivitiesLess: Purchase of fixed Assets (130,251,457) (10,469,421)Net Cash Flow / (used) from investing Activities (130,251,457) (10,469,421)

Cash Flow from Financing ActivitiesProceeds from Borrowing 143,577,796 15,765,990Other Non-Current Assets 290,000 (1,450,000)

Net Cash Flow / (used) from Financing Activities 143,867,796 14,315,990

Net increase in Cash and Cash Equivalents (853,661) 1,242,660Opening Cash & Cash Equivalents 2,912,535 1,669,875Closing Cash & Cash Equivalents 2,058,874 2,912,535

In terms of our report of even date attached

RNK Bhatia & Associates LLP For and on behalf of the BoardChartered Accountants Kuwer Industries Ltd.FRN: N500043

Sd/- Sd/- Sd/-Kushal Bhatia Tarun Aggarwal J.B. Aggarwal(Partner) (Director) (Director)M. No. 531909 DIN: 01320462 DIN: 00315184



KUWER INDUSTRIES LIMITEDCIN: L74899DL1993PLC056627

NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the Year Ended March 31,2019

1. Corporate informationKuwer Industries Ltd. is engaged in Metalizing & Embossing of Polyester and BOPP films.The company has been incorporated in the year 1993. The company’s registered office isin Delhi.

2. Significant accounting policies.Basis of Accounting

a) Historical Cost ConventionThe accounts of the company are prepared under the historical cost convention and inaccordance with applicable accounting standards and relevant disclosure requirement ofThe Companies Act 2013, as adopted consistently by the company.

b) Compliance with Ind ASThe financial statements comply in all material aspect with Indian accounting Standards(Ind AS) notified under section 133 of the Companies Act, 2013 (the Act) [Companies(Indian Accounting Standards) Rules,2015] and other relevant provisions of the Act.

The financial statements up to the year 31st March, 2017 were prepared in accordancewith the accounting standards notified Companies (Accounting Standards) Rules, 2006(as amended) and other relevant provisions of the Act. These financial statements are thefirst financial statements of the group under Ind AS.

c) Operating CycleAll assets and liabilities have been classified as current or non-current as per theCompany’s normal operating cycle and other criteria set out in Schedule III to theCompanies Act, 2013 and Ind AS-1- Presentation of Financial Statements based on thenature of services and the time between the acquisition of assets for processing and theirrealization in cash and cash equivalents.

d) Property, Plant and EquipmentsProperty, Plant and Equipments are stated at historical cost less depreciation andamortization and impairment losses, if any. Such cost includes purchase price, borrowingcost inward freight, duties, taxes and any other cost directly attributable to bringing theassets into its working conditions for its intended use. Subsequent costs are included inthe assets carrying amount only when it is probable that future economic benefitsassociated with the item will be realized. All other repairs and maintenance costs arecharged to the statement of Profit and Loss as incurred.

Transition to Ind AS: On transition to Ind AS, the group has elected to continue with thecarrying value of all its property, plant and equipment recognized as at 1st april,2016measured as per the previous GAAP and use that carrying value as the deemed cost ofthe property, plant and equipment.

e) Depreciation MethodDepreciation is provided on property, plant and equipments on Straight Line Method, lessits Residual Values, over their useful lives as specified in Schedule II of the CompaniesAct, 2013.

f) Revenue RecognitionRevenue is measured at fair value of the consideration received or receivable. Amountdisclosed as revenue inclusive of excise duty and net of returns.


g) Earnings per shareEarnings per share are calculated by dividing the profit attributable to owners of thegroup by the weighted average number of equity shares outstanding during the financialyear.

h) Taxes on IncomeCurrent Income TaxCurrent Income tax assets and liabilities are measured at the amount expected to be paidto the taxation authorities. The tax rate and tax laws are used to compute are those thatare enacted or substantively enacted, at the reporting date together with any adjustmentsto tax payable in respect of previous years.

Deferred TaxDeferred Tax is provided on temporary difference between the tax bases of assets andliabilities and their carrying amounts for financial reporting purposes at the reportingdate.

Deferred tax liabilities are recognized for all taxable temporary differences and deferred taxassets are recognized for all deductible temporary differences to the extent it is probablethat future profits will be available against which deductible temporary differences can beutilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to applyin the year when the assets are realized or the liability is settled, based on tax rates (andtax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable rightsexists to set off current tax assets against current tax liabilities and the deferred taxesrelate to the same taxable entity and the same taxation authority.


NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31ST, 2019

Note 4: Financial Non-Current Assets- Loans As at 31st March2019 2018

Deposits: (Unsecured Considered Good)Deposits with Electricity and Gas Deptt. 2,759,324 1,523,359Deposits with Excise Authorities 1,951,892 5,459,892Deposits with Sales Tax Authorities 7,097,787 6,591,189Deposits – Others 647,463 647,463Deposits: (Unsecured)Elite Appliances Ltd. 1,555,492 1,555,492

Capital Securities Limited 2,500,000 2,500,000OTHERS: (UNSECURED)Advances for Purchase Of Property 10,918,948 7,418,948Total 27,430,907 25,693,344

Note 5: InventoriesAs at 31st March

2019 2018Raw Material 24,844,645 29,024,622Work-in-Progress 47,277,145 41,576,339Finished Goods 6,466,310 7,037,207Stores, Spares & Loose Tools 4,034,625 4,042,370Scrap 39,265 8,870Total 82,661,989 81,689,408

Note 6: Trade ReceivableAs at 31st March

2019 2018Sundry Debtors 139,441,481 123,552,732(Unsecured Considered Good)Other Debts- Due from related parties, Directors or other of theCompany

- -

Total 139,441,481 123,552,732

Note 7: Cash & Cash Equivalents As at 31st March2019 2018

Balance with Bank(In Current Account)HDFC Bank - 5,695State Bank Of India 20,255 66,003In Cash Credit Account:Karnataka Bank - 206,655In Fixed Deposits:Karnataka Bank - 1,062,000State Bank Of India 1,180,200 1,108,225Cash on Hand 835,155 440,693OthersShare Application Money to be Refunded 23,264 23,264Total 2,058,874 2,912,535


Note 8: Financial Current Assets- Loans As at 31st March2019 2018

Security Deposits - -Loan to Related Parties - -Others: (Unsecured Considered Good)TDS & TCS Receivable 126,485 175,120CENVAT Input Tax Credit 74,368 74,368VAT Input Tax Credit 2,340,334 2,340,334GST Input Tax Credit 11,718,855 30,644Others 130,168 111,965Total 14,390,209 2,732,430

Note 9: Other Current assets As at 31st March2019 2018

Advances - Other than Capital Advances(Unsecured Considered Good)Advances to Creditors 23,590,874 8,854,073Advances to Employees - 45,300OthersPrepaid Expenses 235,139 126,859Income Tax Refund Due 171,760 23,674MAT Credit 234,876Advance Tax 100,000 -Total 24,332,649 9,049,906

Note10: Equity As at 31st March2019 2018 2017

Authorised Share Capital1,50,00,000 Equity Shares of Rs. 10 each 150,000,000 150,000,000 150,000,000

Issued, Subscribed and Fully Paid-Up90,76,072 Equity Share of Rs. 10 Each 90,760,720 90,760,720 90,760,720

Reconciliation of Outstanding Equity SharesEquity Shares at the beginning of the year 90,760,720 90,760,720 90,760,720Add: Issued during the year - - -Equity Shares at the end of the year 90,760,720 90,760,720 90,760,720

Details of Shareholders holding more than 5% of Equity SharesName of the Shareholders No. of Shares % HeldTarun Aggarwal 1,936,826 21.34Usha Aggarwal 977,119 11.77Kuwer Packaging Pvt. Ltd. 1,219,300 13.43Jai Bhagwan Aggarwal 523,369 5.77

Terms / Right attached to Equity SharesThe Company has one class of equity shares having a par value of Rs. 10. Each Shareholder is eligibleto present at a meeting in person or by proxy and entitled to one vote per share held. All equityshareholders shall be entitled to dividend.


Note 11: Other EquityAs at 31st March

2019 2018General Reserve:At the Beginning of the Year 34,291,816 32,396,083Add: Transfer from Statement of Profit & Loss (5,990,573) 1,895,732At the End of the Year 28,301,243 34,291,816Security Premium Reserves:At the Beginning of the Year 47,773,280 47,773,280Add: Additions during the Year - -

At the End of the Year 47,074,280 47,773,280Total 76,074,523 82,065,096

Note 12:Non-Current Financial Liabilities – Borrowings As at 31st March2019 2018

Term Loans From Banks: Vehicle Loan (Secured against hypothecation of vehicle)From ICICI Bank*** 34,617 486,184Term Loans From BanksFrom Yes Bank 83,183,274 -Loans From Related Parties: (Unsecured)From Director - Mr. Tarun Aggarwal 6,888,500 6,525,000From Director - Mr. J B Aggarwal 30,990,270 -From Ellora Mech Products 1,585,270 -TOTAL 122,681,672 7,011,184

Note 13: Non-Current Liabilities - Provisions As at 31st March2019 2018

Provision For Employee Benefits – GratuityBalance at the beginning of the year 1,878,529 1,763,423Add: Current Year provision 183,653 115,106Total Balance at the end of the year 2,062,182 1,878,529

Note 15: Current Financial Liabilities BorrowingsAs at 31st March

2019 2018From Banks: (Secured)Cash Credit - Yes Bank Ltd 72,880,558 44,973,250From Related Parties - -Total 72,880,558 44,973,250

Note 16: Trade Payables As at 31st March2019 2018

Sundry Creditors 61,551,697 58,079,969Total 61,551,697 58,079,969

Note 14: Deferred Tax Liabilities As at 31st March2019 2018

Balance at the beginning of the year 12,841,087 13,298,104Add: Current Year 7,190,073 (457,017)Total Balance at the end of the year 20,031,161 12,841,087


Note 17: Other Financial Liabilities As at 31st March2019 2018

Current Maturities Of Long Term DebtsTerm Loans From Banks: (Secured)From Kotak Mahindra Bank - 272,478From HDFC Bank - 76,486From ICICI Bank 451,568 412,839From Yes Bank 6,381,152 -Total 6,832,720 761,803

Note 18: Other Current Liabilities As at 31st March2019 2018

Advances From Debtors 12,714,960 987,489Other Advances - 1,500,000Statutory Dues Payables: -TDS Payable 17,920 214,053GST Payable - 663,598EPF and ESI Payable 103,419 143,375Bonus Payable 374,602 428,648Other Payables 4,076,999 5,041,770Total 17,287,900 8,978,934

Note 20: Revenue from Operations As at 31st March2019 2018

Sale Of Finished Goods (including Excise Duty) 467,667,521 446,994,551Sale of Scrap - 77,417Processing Charges for Job Work 7,530,803 9,485,885Total 457,198,323 456,557,853

Note 21: Other Income As at 31st March2019 2018

Insurance Claim received 174,155 83,101Interest Income 71,975 465,485Other Non-Operating Income - 284,396Foreign Exchange Gain 1,518,558 7,458Balances Written Off 945,708 1,669,978Misc. Income 174,768 216,227Total 2,885,164 2,726,645

Note 22: Cost of Material Consumed As at 31st March2019 2018

Opening Stock 29,024,622 21,911,809Add: Purchases during the year 312,573,939 293,277,383Less: Raw Material Capitalized for Trial Run Production 2,720,000 -Less: Discount Received 10,500,000 -Less: Inventory at the year end 24,844,645 29,024,622Total 303,533,916 286,164,570

Note 19: Provisions As at 31st March2019 2018

Provision for Income Tax 234,876 1,738,982Total 234,876 1,738,982


Note 23: Change in Inventories As at 31st March2019 2018

Inventories (at Commencement)Finished Goods 7,037,207 5,622,557Work-In-Progress 41,576,339 44,267,876Scrap 8,870 26,640

48,622,416 49,917,073Inventories (at Close)Finished Goods 6.466,310 7,037,207Work-In-Progress 47,277,145 41,576,339Scrap 39,365 8,870

53,782,719 48,622,416Total (5,160,303) 1,294,657

Note 24: Employee Benefit Expenses As at 31st March2019 2018

Salary And Wages 8,433,272 9,183,548Director's Remuneration 1,800,000 1,560,000Contribution To Provident Fund 588,467 629,684Contribution To ESIC 274,418 295,151Workers And Staff Welfare 97,617 108,437Bonus 374,602 428,648Gratuity 183,653 115,106Total 11,752,0296 12,320,574

Note 25: Finance Cost As at 31st March2019 2018

Interest ExpenseInterest To Bank - Cash Credit 7,530,766 4,554,196Interest To Bank - Vehicle Loan 79,029 170,648Bank & Other Processing Charges 1,114,735 444,788Total 8,724,529 5,169,633

Note 26: Depreciation & Amortization As at 31st March2019 2018

On Property, Plant and Equipments 12,813,880 8,559,875On Intangible Assets 290,000 -Total` 13,103,880 8,559,875

Note 27: Other Expenses As at 31st March2019 2018

Consumption Of Stores And Spare PartsOpening Stock 4,042,370 4,043,583Add: Purchases 105,319,895 92,142,134Less: Closing Stock 4,034,625 4,042,370

105,327,640 92,143,347Manufacturing Expense

Lease Rent 600,000 600,000Freight Inward 705,072 423,225Power & Fuel 28,808,611 29,237,077Repair To Machinery 872,002 2,560,635Job Work Charges 1,136,340 922,442

32,122,024 33,743,379Establishment Expenses


Payment to Auditors 95,000 95,000Legal And Professional 591,030 729,345Interest on Statutory Dues 144,559 173,093Insurance 518,646 575,688Travelling and Conveyance 214,172 291,973Listing, Subscription and Membership Fee 425,015 333,361Entry Tax - 304,615Office Expenses 485,990 476,981Website Maintenance Charges 112,500 240,000Inadmissibile GST Input 119,344 -Other Repair and Maintenance 2,820,533 249,940Statutory Demand for Previous Years 466,903 89,632Telephone and Communication 147,194 189,176Watch & Ward 743,902 666,182Miscellaneous Expenses 216,261 110,429

7,101,050 4,525,415Selling & Distribution Expenses

Advertisement & Business Promotion 379,221 151,650Commission on Sales - 602,300

379,221 753,950Total 144,929,935 131,166,091


NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the Year Ended March 31,2019

28. Earnings per share are calculated by dividing the profit attributable to owners of the companyby the weighted average number of equity shares outstanding during the financial year.

29. In the opinion of the board and the best of their knowledge, the current assets, loans andadvances shown in the Balance sheet have a value on realization in the ordinary course of thebusiness at least equal to the amount stated therein.

30. Secured Loans:a) During the year company has availed a fresh Cash Credit limit from Yes Bank Ltd.

amounting to Rs. 9.00 Crore hypothecated on Current Assets, Industrial Property of thecompany and corporate guarantee from Noble Fashion Private Limited which is anassociated company.

b) Vehicles loans are secured by way of hypothecated of vehicles.

31. Adoption of IND ASFinancial Statements for the year ended 31st March, 2019 of the Company are prepared as perIND AS.

All applicable IND AS have been applied consistently and retrospectively, wherever required.The resulting difference between the carrying amounts of the assets and liabilities in thefinancial statements under both IND AS and Indian GAAP as of transition date are recognizeddirectly in other equity (retained earnings) at the date of transition to IND As.

IND AS 101 mandates certain exceptions and allows first time adopters exemptions from theretrospective applications of certain requirements under IND AS. The Company has applied thefollowing exemptions in the financial statements:

“The Company has elected to continue with the carrying value for all its property, plant andequipments and intangible assets as recognized in the financial statements as at the date oftransition to IND AS, measured as per the previous GAAP and used it as its deemed cost as atthe date of transition”.

Further, under previous GAAP, current Investment in Financial Assets likes Mutual Fundswere shown at cost or market value whichever is lower. However under IND AS the same hasbeen shown in fair market value under “Other Comprehensive income” head in the statement ofprofit and loss account.

32. Provision Of Income TaxProvision of Rs. 2,34,876/- on account of Income Tax has been made for the year against which MATCredit Input of Rs. 2,30,784/- was made during the year.

33. Related party disclosureAs per Ind AS 24, the disclosures of transactions with the Related Parties are given below:Name Nature of

relationshipNature of transaction Amount (Rs.)

Ellora MechanicalProducts Pvt. Ltd.

Under the Control ofsame Management

Payment of Rent 6,00,000

J.B. Aggarwal Director Payment of Remuneration 9,00,000Tarun Aggarwal Director Payment of Remuneration 9,0 0,000


34. Auditors Remuneration

Auditor’s Remuneration Years Ended on 31 March2018 2019

Statutory Audit Fee 75,000 75,000For Tax Audit Fees & Other Services 20,000 20,000Out of Pocket Expenses NIL NILTotal 95,000 95,000

35. Contingent liabilitiesa) The company bankers has issued bank guarantee of Rs. 5.88 lacs for EPCG license margin

held by the bank Rs 5.88 lacs.

b) Demand raised by Commercial Tax Authorities, Uttar Pradesh:As on the date of Balance Sheet various demands pertaining to FY 2008-09 to FY 2013-14were raised by Sales Tax Authorities against which company has filed appealed in the courtof Additional Commissioner (Appeals) Commercial Tax, Noida which is summarized asfollows:

FY 2008-09:Up to 31.03.2019 amount disputed in appeal was Rs. 3,45,058/- in Value Added Tax andRs. 2,28,096 in Central Sales Tax. For FY 2008-09 various appeals were also made againstpenalty imposed by department during assessments, out of which appeals against thedemand of Rs. 2,03,413/- were pending as on 31.03.2019 for which amount Rs. 40,683/-(20% of the Demand) were paid under protest.

FY 2009-10:Up to 31.03.2019 amount disputed in appeal was Rs. in Value Added Tax 5,06,105/- andRs. 72,027/- in Central Sales Tax.

FY 2011-12:Up to 31.03.2019 amount disputed in appeal was Rs. 1,10,578/- in Central Tax and Rs.8,77,990/- in Entry Tax.

FY 2012-13:Up to 31.03.2019 amount disputed in appeal was Rs. 3,03,518/- in Central Sales Tax.

36. Provision for gratuityProvisions of Rs 1,83,653 has been made on account of Gratuity for the year.

37. A. Information In Respect Of Capacity And Class GoodsClass of Goods : Metallized Polyster & BOPP Films

: Metallized Embossed Polyester & BOPP

B. Information in respect of Production, Sales, Stock

Item Production

Sales/Consumption

Opening Stock Closing StockQty Value Qty Value

Metalized/Embossed Film (in Kg)

11,92,357 11,93,095 21,497.20 36,21,348.00 20,759 37,82,158

Metalized StampingFoil

1,87,798.69 1,89,071.00 3,271.71 4,25,322.00 1,999.40 3,49,895

Met Paper (In Kg) 20,40,558 20,45,407 19,939.10 25,92,083.00 15,089 22,63,590

Hologram Sticker (InSheet)

96,792 1,55,640 75,000.00 2,62,500.00 16,152 56,532

Holographic Tap (InMeter)

- - - - -


Hologram (In Pcs.) 10,46,858 19,00,000 9,50,000.00 1,33,000.00 96,858 13,560

Scrap (In Kg) 1,21,529 1,15,750 2077.90 9,477.50 7,856 39,265

C. Information in respect of Major Raw Material Consumed.

As per our Report of even date attachedFor and on behalf of

RNK Bhatia & Associates LLPFor Kuwer Industries Limited FRN: N500043

Sd/- Sd/- Sd/-Tarun Aggarwal J.B. Aggarwal Kushal Bhatia(Director) (Director) (Partner)DIN: 01320462 DIN: 00315184 M. No.: 531909

Date: 30.05.2019Place: New Delhi

ParticularsFor the year ended 31 March,

2019For the year ended 31 March,

2018Qty. (Kg.) Value (Rs.) Qty. (Kg.) Value (Rs.)

Polyester Film 13,21,023.21 20,07,95,496.00 16,88,678.72 18,23,77,301.76

Paper 19,61,210.45 9,41,38,080.00 16,70,265.16 10,02,15,909.60

Aluminum Wire 14,280.00 29,98,800.00 18,762.00 35,71,358.44


FORM NO. MGT-11PROXY FORM

KUWER INDUSTRIES LIMITEDRegd. Off: D- 1004, First Floor, New Friends Colony, New Delhi – 110025 Tel: 011-2684 8636



I/We________________________________________________R/o____________________________________________________________________________________Being a Member/ Members of Kuwer IndustriesLimited, hereby appoint Mr. / Mrs.___________________________________________________________________________R/O___________________________________________________________________Failing him /herMr./Mrs.__________________________________________________R/o____________________________________________________________________________________________________________as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27th AnnualGeneral Meeting of the members of the Company, to be held on Monday, 30.09.2019 at 11:30 A.Mat 339, Kishan Garh, Vasant Kunj New Delhi-110070 and at any adjournment thereof in respect ofsuch resolutions as attached / appended below.

Signed on this _____ Day of ______, 2019

Signature

AddressFolio No. Affix Revenue StampNo. of Equity Shares held of 1/- RupeeNotes:

1. Any Member entitled to attend and vote at the Meeting is entitled to attend and either vote inperson or by Proxy and the proxy need not be a Member.

2. Proxy form duly signed across Revenue Stamp of Re. 1.00 should reach the Company’sRegistered Office not less than 48 hours before the time for holding the aforesaid meeting.The Proxy need not be a Member of the Company.

S.No.

RESOLUTIONS Optional*FOR AGAINST

Ordinary Business1. To receive, consider and adopt the Audited Financial

Statements of the Company for the year ended March 31st,2019 on that date together with the reports of the Directorsand Auditors thereon for the year ended March 31st, 2019.

2. To consider reappointment of Mrs. Megha Agarwal (holdingDIN No. 07129138) who retires by rotation and being eligible,offers himself for re-appointment.

Signed this....................... day of ............................... 2019

Signature of Shareholder..................................................Address :Folio No. :No. of Equity Shares held :Notes:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office

of the Company, not less than 48 hours before the commencement of the meeting.2. For the Resolutions, Explanatory Statements and Notes, please refer to the Notice of 27th Annual General Meeting.

*It is optional to put ‘√’ in the appropriate column against the Resolutions indicated in the Box. If youleave the “FOR” or “AGAINST” columns BLANK in all or any of resolutions, your Proxy will be entitled tovote in the manner as he / she thinks appropriate.

AffixRevenue

Stamp of notless that Rs.

0.15


ATTENDENCE SLIP

KUWER INDUSTRIES LIMITEDRegd. Off: D- 1004, First Floor, New Friends Colony, New Delhi – 110065 Tel: 011-2684 8636



27th ANNUAL GENERAL MEETINGMonday, 30th September, 2019 at 11.30 A.M.

Members are requested to bring copy of Annual Report along with them to the Annual GeneralMeeting. Please complete this Attendance Slip and hand-over at the Entrance of Hall. OnlyMembers or their Proxies are entitled to be present at the Meeting.

Name of the Shareholder :

Ledger Folio No. :

Address :

No. of Shares held :

Name of the Proxy :

I/We hereby record my/ our presence at the Annual general Meeting of the Company held onMonday, 30th September, 2019.

Dated: Member’s / Proxy’s SignaturePlace:


FORM NO. MGT-11

PROXY FORMKUWER INDUSTRIES LIMITED

Regd. Off: D- 1004, First Floor, New Friends Colony, New Delhi – 110065, Tel: 011-2684 8636Plant Address: A 71/72, Sector 58, Noida, U.P. 201301

Tel: 0120-2580 088/937 FAX: 0120-2580514Email: [email protected], [email protected] Web: www.kuwer.com

CIN: L74899DL1993PLC056627

I/We________________________________________________R/o____________________________________________________________________________________Being a Member/ Members of Kuwer IndustriesLimited, hereby appoint Mr. / Mrs.___________________________________________________________________________R/O___________________________________________________________________Failing him /herMr./Mrs.__________________________________________________R/o____________________________________________________________________________________________________________as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27th AnnualGeneral Meeting of the members of the Company, to be held on Monday, 30.09.2018 at 11:30 A.Mat 339, Kishan Garh, Vasant Kunj New Delhi-110070 and at any adjournment thereof in respect ofsuch resolutions as attached / appended below.

Signed on this _____ Day of ______, 2019

Signature

AddressFolio No. Affix Revenue StampNo. of Equity Shares held of 1/- RupeeNotes:

3. Any Member entitled to attend and vote at the Meeting is entitled to attend and either vote inperson or by Proxy and the proxy need not be a Member.

4. Proxy form duly signed across Revenue Stamp of Re. 1.00 should reach the Company’sRegistered Office not less than 48 hours before the time for holding the aforesaid meeting.The Proxy need not be a Member of the Company.

S.No.

RESOLUTIONS Optional*FOR AGAINST

Ordinary Business1. To receive, consider and adopt the Audited Financial

Statements of the Company for the year ended March 31st,2019 on that date together with the reports of the Directorsand Auditors thereon for the year ended March 31st, 2019.

2. To consider reappointment of Mrs. Megha Agarwal (holdingDIN No. 07129138) who retires by rotation and being eligible,offers himself for re-appointment.

Signed this....................... day of ............................... 2019

Signature of Shareholder..................................................Address :Folio No. :No. of Equity Shares held :

AffixRevenue

Stamp of notless that Rs.

0.15


Notes:3. This form of proxy in order to be effective should be duly completed and deposited at

the Registered Office of the Company, not less than 48 hours before thecommencement of the meeting.

4. For the Resolutions, Explanatory Statements and Notes, please refer to the Notice of 27th

Annual General Meeting.

5. *It is optional to put ‘√’ in the appropriate column against the Resolutions indicated in theBox. If you leave the “FOR” or “AGAINST” columns BLANK in all or any of resolutions, yourProxy will be entitled to vote in the manner as he / she thinks appropriate.

Please complete all details including details of member(s) in the above box before submission.


ROUTE MAP FOR PLACE OF AGM


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Documents

NOMINATION AND REMUNERATION COMMITTEE · Megha Agarwal (D IN: 07129138) Non- Executive Director AUDITORS RNK Bhatia & Associates LLP Chartered Accountants 5 Pusa Road, New Delhi 110005