late shri tulsiramji agrawalpapers. the company uses raw material like new doubled lined kraft...

LATE SHRI TULSIRAMJI AGRAWAL1941-2016

Founder and Visionary of our company

Standalone Financial Statements

Consolidated Financial Statements

75

100

CONTENTS

COMPANY OVERVIEW

Kushal at Glance

Merger Prospects

New Developments

Letter to the Stakeholders

The Board of Directors of Kushal

Corporate Information

Key Performance Indicators

Financial Highlights

3

8

13

14

15

16

17

20

STATUTORY REPORTS

Director's Report

Corporate Governance Report

Management Discussion

and Analysis Report

21

55

72

FINANCIAL STATEMENTS

Forward looking statement

In this Annual Report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral – that we periodically make contain forward looking statements that set out anticipated results based on the management's plans and assumptions.We have tried, wherever possible, to identify such statements by using words such as 'anticipate', 'estimate', 'expects', 'projects', 'intends', 'plans', 'believes', and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward looking statement, whether as a result of new information, future events or otherwise.

2

· Paper & Paper Products

· Bitumen,

· Lignite, Petcoke

· Agriculture Products

· Metalized Yarn

· Generic Drugs

· Readymade Garments

· Base Oil

· Electronic Items and

Accessories

· Home Appliances

· Steel and Steel-Related Items

Trading

Global & Domestic

KUSHAL AT GLANCE

Kushal Tradelink Limited is Ahmedabad-based global

Commodity Trading Company.

What started as an India-focused trading entity in Paper and Paper

products, has transformed into a well-diversified entity over years,

with business interests in multiple product lines in multiple

locations across the globe. Today, we are a global trading

company dealing in a range of commodities and products

On the back of our deep understanding of commodities, we have

emerged as a major player in the international commodities trading

space.

Over years, through our subsidiaries we have developed deep links

and established connections across global locations such as USA,

Europe, Africa, Sri Lanka, UAE, Singapore, Hong Kong, Australia

etc. In fact, we believe in developing two-way supply chain with all

our global counterparts thereby connecting both the ends of the

trade. Our business is built on the long-term relationships we have

developed with our trading counterparts and our customers, on our

expertise, market understanding and our habit of consistently

delivering products, on time and as per customer requirements.

Through our extensive networks in various parts of the globe, through our carefully-selected channel partners and by

virtue of our offices in key trading centres, we are in better position to quickly update our buyers and sellers about right

opportunities on when to buy or sell commodities at best prices.

We seek growth for the benefit of our employees, our shareholders, our society, our country and our environment. Our

strategy is to grow exponentially and beyond our flagship paper business.

KeyStrengths

RegulatoryCompliance

IntegratedBusiness

Model

Midstreamsupply

chain assetsand expertise

OurNetwork

3

As a business philosophy, we believe in

“brown-field” growth over “green-field”

growth. In other words, we do not build

factories from scratch, but we find it

economical to buy out existing capacities

in the marketplace at reasonable price

and make them more efficient by improving

processes and leveraging technology

Kushal Tradelink is, today, one of the leading

importers of waste paper, which is recycled

and made into corrugated paper for the

packaging industry, without any additional

deforestation.

Kushal Tradelink is in the business of

bridging the universal demand-supply gap

by bringing products from where they are

produced to where they are needed most.

4

Value Creation

Global

M & A

Business Model

5

Aim For Profit Margin

Agnostic to sectors, industries,

product categories

Facilitate funding of the deal, if required

Identify opportunities in Commodities and Geographics & map them with Demand/Supply Gaps

VALUE CREATION

GLOBAL

Apart from the domestic operations, Kushal Tradelink Limited has three overseas subsidiaries:

STRATEGY

Overseas Subsidiaries

KASHISH WORLDWIDE F.Z.E,

AJMAN, U.A.E

KUSHAL IMPEX PTE LTD,

SINGAPORE

STALLION WORLDWIDE

(LABUAN) PRIVATE LTD,

MALAYSIA

6

Kushal Impex and Kashish Worldwide are in the business of general wholesale trade (including general

importers and exporters) related to paper and papers industry along with bitumen, lignite, petcoke, agriculture

products, metalized yard, generic drug readymade garments, base oil, electronic items, home appliances, steel and

steel related items

The recently incorporated Wholly owned Subsidiary, with the Stallion Worldwide (Labuan) Private Limitedmain object of General Wholesale Trade, including general imports and exports is yet to commence its business

operations.

Subsidiaries are core to Kushal Tradelink Limited's activity profile and contributors in terms of liaison, generation of

trade opportunities, sourcing and marketing

Kushal Tradelink Limited has developed deep linkages and established connections across global commodity

trading locations such as USA, Europe, Africa, Sri Lanka, Hong Kong, Australia etc.

We believe in developing two-way supply chain with all its global counterparts connecting both the ends of the trade

Our business is built on the long-termrelationships it has developed with itstrading counterparts and its customers,on its expertise, market understandingand its habit of consistently deliveringproducts, on time and as per customerrequirements

7

K U S H A LTRADELINK LTD

ASHAPURA PAPER MILLS PVT. LTD.

RIDDHI SHIDDHI RECYCLERS PVT. LTD.

KUSHAL WEALTH CREATORS PVT. LTD.

KUSHAL INFRASTRUCTURE PVT. LTD.

We are in process of Amalgamation of four of our associate

entities viz Ashapura Paper Mills Private Limited., Riddhi Siddhi

Recyclers Private Limited, Kushal Wealth Creators Private

Limited and Kushal Infrastructure Private Limited into M/s.

Kushal Tradelink Limited, which will lead to backward

integration and synergies of operations and a stronger and

wider capital and financial base for future growth/expansion of

Kushal Tradelink Limited.

The proposed amalgamation will help to increase the area of

sales and network of Kushal Tradelink Limited and the use of

combined resources will help to reduce the overheads and

thereby improvising the financial performance.

The combined managerial and technical expertise would

enable Kushal Tradelink Limited to develop a business model

that would be competitive and cogent.

MERGER PROSPECTS

8

Ashapura Paper Mills Private Limited

Bhuj Based Ashapura Paper Mills Private Limited is engaged in the business of manufacturing of Paper and Paper

Products. The Total Land area of its Plant is approximately around 800000 Square feet (Eight Lakhs Square Feet);

while its production area is 400000 Square feet (Four Lakhs Square feet)

Its strategic location near the Mundra port facilitates easier access to the imported raw material and export of finished

papers. The company uses raw material like New Doubled Lined Kraft Cutting (NDLKC) or used corrugated boxes

from USA, Double Sorted Old Corrugated Container (DSOCC) Premium from USA, Europe. Australia and the Middle

East.

The Paper mill manufactures high-quality Kraft Paper with a production capacity of 5,10,00,000 kg. (Five crore Ten

Lakhs kg.) per annum.

Synopsis of the Companies proposed to be merged :

9

Riddhi Siddhi Recyclers Private Limited

Riddhi-Siddhi Recyclers Pvt Limited, located in Kheda district in Gujarat, is engaged in the business of manufacturing

high quality Kraft Paper with a production capacity of approximately 10,00,00,000 kg. (Ten crore kg.) per annum.

Its total Land area is approximately around 900000 Square feet (Nine Lakhs Square feet) while its production area is

approximately around 500000 Square feet (Five Lakhs Square feet)

The company has emerged as a strong player in the Asian and Middle Eastern markets with its offering of multiple

varieties of Kraft Paper. The company has very well mastered the art of making Kraft Paper from 100% recycled fiber.

10

Kushal Wealth Creators Private Limited

Kushal Wealth Creators located in Kuha, Ahmedabad, is engaged in the business of manufacturing high-GSM Kraft Paper ranging from 200-550 GSM. The Total Land area of the Plant is approximately of 200000 Square feet (Two Lakhs Square feet) and its production area is approximately around 100000 Square feet (One Lakh Square feet)

The unit's production capacity is 2,50,00,000 kg. (Two crore Fifty Lakh kg.) per annum.

There are very few companies in the world that can make high-GSM Kraft Paper from 100% waste paper. Though the outcome is 'recycled paper', but due to the wire machine technology used, the Kraft Paper produced by Kushal Wealth Creators is of very high bursting strength (BS) and high Compression Strength (CS), thereby yielding very good Ring Crust Test (RCT).

The company uses local Kraft Waste, Core Pipe Waste and imported mix-waste to manufacture 100% recycled Kraft Paper.

Being eco-friendly, these scraps do not result in additional deforestation. The unit maintains ready inventory of raw material so that it is able to provide consistent supply of high strength Kraft Paper on demand.

11

Kushal Infrastructure Private Limited

Kushal Infrastructure Pvt Ltd is engaged in the business of construction and Real Estate all over Gujarat. It has

currently developed more than 500000 Square feet (Five Lakhs Square Feet) of space and aims to develop a total of 5

million square feet of space by 2020.

The company has provided SMEs in and around Ahmedabad with the modern and infrastructurally superior Kushal

Industrial Park. The sheds at the Industrial Park provide local level entrepreneurs the chance to conduct their business

out of a well-planned and well-connected area complete with a network of roads, loading-unloading facilities and

round-the-clock security.

Presently, the division is engaged in the completion of another important project named 'Kushal Awaas'. Kushal

Awaas aims to provide quality options in affordable housing to those who toil the hardest. Over 800 low income

families will be given 1 Room-Kitchen, 1 BHK and 2 BHK flats complete with proper sanitation, drinking water and

power connections. The first phase of the project with 451 flats will be delivered soon to the public.

Kushal Infrastructure has several more projects in the pipeline. This includes affordable housing projects, luxury

apartments & villas, commercial projects, mix-use projects and hospitality projects across different cities in India.

This will provide the country's population across all socio-economic groups with truly world-class infrastructure

facilities.

12

NEW DEVELOPMENTS

BELL THE CAT ENTERTAINMENT

The company has started a new Venture under the

n a m e a n d s t y l e o f ' B E L L T H E C AT

ENTERTAINMENT' and has registered the said

venture with The Indian Motion Picture Producers'

Association (IMPPA).

Bell the Cat Entertainment is in process to produce

one Regional language movie, the release of which

is expected in December 2017

The company has incorporated a Domestic Wholly owned LLP in the name and style of KUSHAL INTEGRATED INDUSTRIAL PARK LLP on 07th June, 2017 in Ahmedabad, Gujarat with the main object of development of Industrial and other park. The Wholly owned LLP is yet to start its business operations.

The Wholly owned LLP plans to develop total area of approximately 15000000 Square feet (One crore fifty lakhs square feet) in phased manner in the time to come.

KUSHAL INTEGRATED INDUSTRIAL PARK LLP

13

Dear Members,I am very happy and delighted in putting forward the Annual Report for fiscal year 2016-17 of our Group. When we look at our company today, we can see that it has been a year of great transition.

This year, we have changed our main objects and have stepped into the business of merchandise trade of multifarious products, production of motion pictures, development of integrated industrial park and affordable housing and such other diversified business ventures.

We are in process of amalgamation of three of our associate paper manufacturing companies viz Kushal Infrastructure Private Limited, Ashapura Paper Mills Private Limited, Riddhi Siddhi Recyclers Private Limited and one of our infrastructure development company viz Kushal Infrastructure Private Limited into Kushal Tradelink Limited. The proposed amalgamation will lead to backward integration resulting in greater control over market with better profitability and will help to diversify into paper manufacturing business.

This year, our company announced a bonus issue of 1:1 in January, 2017 which was completed in March, 2017. Enthused by the interim results, our board also declared 105% Interim Dividend as compared to 100% in the fiscal 2015-16.

Recently, our company have also incorporated one wholly owned subsidiary in Labuan, Malaysia by the name “Stallion Worldwide (Labuan) Private Limited with the main object of General Trading and another domestic Wholly owned LLP by the name “Kushal Integrated Industrial Park LLP” to venture into development of Industrial parks. We are confident that this diversification of business in and outside India will give impetus to our consolidated revenue and margins.

We are building a scalable business across segments to cater the regulated and the emerging markets.

In the fiscal 2016-17, we have registered a top line growth of 48.41% from ` 2359.58 crores to ` 1589.90 crores driven by robust performance at global level.

Our company is expanding its global wings year over year coupled with increasing its product base and diversification and has always and will continue to adhere to all the statutory compliances and reporting requirements.

I would like to recognize that our company has always counted on the decisive support of its Board, customers, business partners, compliance partners and all valued employees of all the cadre for their significant contribution in the remarkable performance for FY 16-17.

Lastly, I wish to take this opportunity to update the stakeholders that the company is considering strategic acquisitions at lucrative valuations and the same will help the company in becoming a leading paper manufacturer in the company.

I look forward to your support and encouragement to help the company scale newer heights in the coming years

With Warm Regards,

Sandeep AgrawalChairman and Managing DirectorAugust 16, 2017

Letter to the Stakeholders

14

THE BOARD OFDIRECTORS OF KUSHAL

SANDEEP AGRAWALCMD

DHARMENDRA BHUCHHADA

INDEPENDENT DIRECTOR

MANOJ AGRAWALDIRECTOR

KUSHAL AGRAWALDIRECTOR

KAVITA JAIN


ANIL SONI


15

BOARD COMMITTEES CORPORATE

INFORMATIONAUDIT COMMITTEE

Anil Soni, ChairmanKavita Jain, MemberDharmendra Bhuchhada, MemberKushal Agrawal, Member�

NOMINATION AND REMUNERATION

COMMITTEE

Kavita Jain, ChairpersonAnil Soni, MemberDharmendra Bhuchhada, Member

STAKEHOLDER RELATIONSHIP

COMMITTEE

Anil Soni, ChairmanDharmendra Bhuchhada, MemberManoj Agrawal, Member

CORPORATE SOCIAL RESPONSIBILITY

COMMITTEE

Dharmendra Bhuchhada, ChairmanSandeep Agrawal, MemberKushal Agrawal, Member

CIN

L74110GJ2000PLC037472

AUDITORS

M/s. Devadiya & AssociatesH.O A-203, Narnarayan Complex,Nr Swastik Cross Road,Navrangpura Ahmedabad-380009

REGISTRAR & SHARE TRANSFER AGENT

Bigshare Services Private Limited1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road,Marol, Andheri (East),Mumbai, Maharashtra, 400059�Tel No.: +91 – 22 – 40430200 / 62638200Fax No.: +91 – 22 – 28475207 / 62638299Web: www.bigshareonline.com

COMPANY SECRETARY & COMPLIANCE OFFICER CS Mittali Christachary

CHIEF FINANCIAL OFFICER

CA Vimal Shah

REGISTERED OFFICE:Plot No. 115, Kushal House� Opp. Hotel Nest, Off. C.G Road� � Navrangpura,� � � Ahmedabad-380009Gujarat.�� Tel No.: +91 – 79 – 26408027Fax No. : +91 – 079 -26404027 Web: www.kushaltradelink.com

As on the date of report

16

KEY PERFORMANCE INDICATORS

Revenue ( ` in Lakhs)

AY 13 AY 14 AY 15 AY 16 AY 17

24610.79 30283.7343366.52

159077.45

236055.79

Note: FY 12-13 is based on Standalone Financial Statements & FY 13-14 to FY 16-17 are based on Consolidated Financial Statements.

EBITDA ( ` in Lakhs)

AY 13 AY 14 AY 15 AY 16 AY 17

1259.74 1688.602108.29

11688.83

16107.40

17


Profit after Tax ( ` in Lakhs)

AY 13 AY 14 AY 15 AY 16 AY 17


408.56 448.77657.35

9789.12

14015.55

Profit before Tax ( ` in Lakhs)

AY 13 AY 14 AY 15 AY 16 AY 17

607.44 669.04922.02

10581.04

15657.82

18



Networth ( ` in Lakhs)

AY 13 AY 14 AY 15 AY 16 AY 17

Earnings per share ( ` )

AY 13 AY 14 AY 15 AY 16 AY 17

0.17 0.190.28

4.13

5.91

2090.01

5276.565957.88

13360.38

24394.78

19

FINANCIAL HIGHLIGHTS

( ` in Lakhs)

Particulars 2016-17 2015-16 2014-15 2013-14 2012-13

Revenue from Operations/ 158990.28 43300.76 30251.85 24614.00235958.42

Total Operating Income (TOI)

Other Income 87.17 65.76 31.88 -3.2197.37

Total Revenue 159077.45 43366.52 30283.73 24610.79236055.79

Finance Cost 1043.64 1133.99 992.47 628.36387.02

Depreciation & Amortisation 64.15 52.28 27.09 23.9462.56

Earnings before Interest, 11688.83 2108.29 1688.60 1259.7416107.40

Tax, Depreciation & Amortisation

Profit Before Tax 10581.04 922.02 669.04 607.4415657.82

Tax 791.92 264.67 220.27 198.881642.27

Profit After Tax 9789.12 657.35 448.77 408.5614015.55

Equity Share Capital 2372.67 2372.67 2372.67 1579.874745.33

Reserves & Surplus 11082.66 3655.03 2984.30 549.8919754.52

Total Equity 13455.33 6027.70 5356.97 2129.7624499.85

Current Assets 120192.31 23074.02 14763.65 8468.3990214.98

Current Liabilities 108759.22 19245.97 10612.32 6099.9067889.35

Working capital/ Net Current Assets 11433.09 3828.05 4151.33 2368.4922325.63


20

DIRECTOR'S REPORTTo The Members,

thYour Directors are pleased to present the 17 Annual Report of the company alongwith the Audited Financial Statements for the financial year ended March 31, 2017.

II. Material Changes And Commitments affecting

the financial position of the company occurred

between the end of the financial year and date of

the report

stØ In its meeting held on 1 May, 2017, the board of

directors of Kushal Tradelink Limited, approved the

Scheme of Amalgamation of Kushal Infrastructure

Private Limited, Ashapura Paper Mills Private Limited,

Kushal Wealth Creators Private Limited and Riddhi

Siddhi Recycles Private Limited with Kushal Tradelink

Limited and their respective shareholders and

creditors (“the scheme”). The Company has applied

for in-principle approval from the stock Exchange

(BSE Limited) in May, 2017 and are awaiting the no

objection letter from the Stock exchange/SEBI.

Ø A Wholly Owned Subsidiary in the name and style

of Stallion Worldwide (Labuan) Private Limited has

been incorporated on April 13, 2017 in Labuan,

Malaysia with the main object of General Whole sale

Trade (including general importers and exporters).

The WOS is yet to start its business operations.

ØA Wholly Owned LLP in the name and style of

Kushal Integrated Industrial Park LLP has been thincorporated on 07 June, 2017 in Ahmedabad,

Gujarat with the main object of development of

Industrial and other park. The Wholly owned LLP is yet

to start its business operations.

Ø 4th Interim Dividend of ₹ 0.30 per Equity share i.e

15% of face value of ₹ 2.00 per Equity share for the

financial year 2016-17 was declared on May 24, 2017.

III. Change in the Nature of Business

The company has changed its main objects by

passing special resolution through Postal Ballot, the

results of which were declared on January 3, 2017.

I. Financial Summary� ( ` In Lakhs)

STANDALONE

2016-17 2016-172015-16 2015-16

CONSOLIDATED

Revenue from operations 33864.45 158990.2838421.84 235958.42

Other income 1911.17 87.176973.91 97.37

Total Revenue (A) 35775.62 159077.4545395.75 236055.79

Total Expenses (B) 32958.83 148496.4137437.96 220397.97

Profit Before tax (PBT) (A-B) 2816.79 10581.047957.79 15657.82

Less Net Current Tax Expense 729.64 762.361545.40 1608.11

Less: Deferred Tax Provision 29.56 29.5634.16 34.16

Profit After Tax (PAT) 2057.59 9789.126378.23 14015.55

Earnings per share (₹ 2/- each)

a). Basic 0.87 4.132.69 5.91

b). Diluted 0.87 4.132.69 5.91

21

The Amended Memorandum of Association and

Articles of Association is available at the company's

website at:

(http://www.kushaltradelink.com/pdf/Announcements/Amended%20Memorandum%20and%20Articles%20of%20Association.pdf)

IV. Performance of The Company

On Standalone basis, the total revenue for the

financial year 2016-17 stood at ` 45395.75 Lakhs

which was higher by 26.89% as compared to last

financial year ( 35775.62 lakhs in FY 2015-16), while `

the Profit after Tax (PAT) for the FY 2016-17 was ` 6378.23 lakhs, registering a growth of 209.98 % over

the Profit after tax of 2057.59 Lakhs in FY 2015-16. ̀

On Consolidated Basis, the total revenue for the

financial year 2016-17 was ` 236055.79 Lakhs which

was higher by 48.39% as compared to last financial

year 2015-16 ( ` 159077.45 Lakhs in FY 2015-16),

while the Profit after tax (PAT) for the FY 2016-17 was

` 14015.55 Lakhs, a recording growth of 43.17% as

compared to last year's Profit after tax of ` 9789.12

lakhs.

V. Management discussion and Analysis

The Management Discussion and Analysis Report as

stipulated under the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 forms

part of this Annual Report.

VI. Dividend

Based on the Company's performance, the Board

paid total interim dividend of ` 2.10 per Equity share

out of Profits of the company i.e. 105 % dividend in the

financial year 2016-17 (Previous year ` 2.00 per

Equity share).

The Interim Dividends in the financial year 2016-17

were declared by the board as under:

st· 1 Interim Dividend of ̀ 0.60/- per Equity share i.e 30% of face value of ̀ 2.00 per Equity share was declared on May 23, 2016.

nd· 2 Interim Dividend of ` 0.60/- per Equity share i.e 30% of face value of ` 2.00 per Equity share was declared on July 30, 2016

· 3rd Interim Dividend of ` 0.60/- per Equity share i.e 30% of face value of ` 2.00 per

Equity share was declared on November 14, 2016

The board recommends to confirm the Interim Dividend of ̀ 2.10 per Equity share (110%) paid by the

thcompany for the financial year 2016-17 (including 4 Interim Dividend paid after the closure of Financial

thyear 2016-17) as Final Dividend at the ensuing 17 Annual General meeting.

VII. Transfer to reserves

The Company proposes not to transfer any funds out of its total profit for the financial year 2016-17 to the General Reserve.

VIII. Repayment of Credit Facilities

During the period under review, the company repaid the credit facilities of ̀ 55.8 Crores, ̀ 51.00 crores and ` 14.00 crores availed from Axis Bank Limited, Standard Chartered Bank and ICICI Bank respectively. As on March 31, 2017 the company is a debt-free company.

IX. Particulars of Loans, Guarantees And Investments

As on March 31, 2017, there were no outstanding loans as covered under the provisions of Section 186 of the Act.

stHowever, as on 31 March, 2017 , there was an outstanding corporate Guarantee of ₹ 600.04/- Lakhs provided by the company to its Wholly owned Subsidiary, Kushal Impex Pte Ltd. for a term loan taken by the WOS from DBS Bank Ltd, Singapore of SGD 1288000/- to finance the purchase of the property at 10 Anson Road # 17-14, International Plaza, Singapore 079903.

The details of changes in the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

X. Deposits from Public

The Company has not accepted any deposits from public.

XI. Equity Share Capital

The Authorised Share capital of the company was increased from ` 25,00,00,000 /- to ` 50,00,00,000/- by passing shareholders resolution through Postal

22

Ballot, the results of which were declared on March 1, 2017.

The Company allotted 118633305 fully paid up equity Bonus shares of face value ` 2/- each on March 18, 2017 to the shareholders of the company in the proportion of 1:1 to all the shareholders as on record date i.e March 17, 2017. Consequently the total number of paid up shares increased from 118633305 to 237266610.

As on March 31, 2017, only Sandeep Agrawal, Chairman and Managing Director, Manoj Agrawal, Director and Kushal Agrawal, Additional Director (Executive) of the company hold shares of the company.

XII. Directors and Key Managerial Personnel

Induction

The board of directors made the following appointments/re-appointments during Financial year 2016-17 :

· Appointment of Manoj Agrawal as an Executive Director of the company effective from November 14, 2016.

· Appointment of Anil Soni as an Independent Director of the company for a period of five years effective from November 14, 2016.

· Appointment of Kushal Agrawal as an Additional Director (Executive) of the company effective from January 20, 2017

The Appointment of Manoj Agrawal and Anil Soni were approved by the shareholders of the company through Postal Ballot the results of which were declared on January 3, 2017.

Re-appointments/ Regularisation:

During the period under review, Kavita Jain and Dharmendra Bhuchhada were re-appointed for a period of further five years effective from January 15, 2017 by passing a Special resolution through Postal Ballot, the results of which were declared on January 3, 2017.

As per the provisions of Companies Act, 2013, Manoj Agrawal, Director of the company, retires by rotation at

ththe ensuing 17 Annual General Meeting and being eligible, seeks re-appointment. The board recommends his re-appointment. Further, Kushal Agrawal appointed as an Additional Director of the

company is recommended to be regularised and appointed as Director of the company at the ensuing

th17 Annual General Meeting.

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief profile of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and shareholding are provided

thin the Notice of the 17 Annual General Meeting.

Resignations:

Mahendra Agrawal resigned as the Whole Time director of the company with effect from January 20, 2017 due to medical reasons. The board places on record its appreciation for the services rendered by Mahendra Agrawal during his tenure with the company.

CA Arpan Shah resigned as the Non-Executive Director of the company with effect from January 20, 2017 due to his pre-occupation of other commitments. The board places on record its appreciation for the services rendered by CA Arpan Shah during his tenure with the company.

CS Sagar Sharma resigned as the Independent Director of the company with effect from March 31, 2017 due to his pre-occupation of other commitments. The board places on record its appreciation for the services rendered by CS Sagar Sharma during his tenure with the company.

Declaration by Independent Directors

All the Independent Directors have submitted their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XIII. Committees Of The Board

The Board has constituted various committees to support the Board in discharging its responsibilities.

stAs on 31 March, 2017, there were following committees of the board.

· Audit Committee · Shareholder and Investor Grievance

Committee # ( Now Stakeholder relationship committee)

23

· Nomination and Remuneration Committee· Corporate Social Responsibility Committee· Merger Committee

The Corporate Social Responsibility committee was threconstituted by the board in its meeting held on 20

January, 2017.

The merger committee was constituted by the board thin its meeting held on 5 January, 2017 for the

execution of the Amalgamation of M/s. Kushal Infrastructure Private Limited, M/s. Ashapura Paper Mills Private Limited, M/s. Kushal Wealth Creators Private Limited with M/s. Kushal Tradelink Limited.*

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

*Note: The Audit Committee, Shareholder and Investor Grievance Committee, Nomination and Remuneration Committee were reconstituted after the closure of the financial year 2016-17. Also, the merger committee was dissolved after the closure of the financial year 2016-17.

XIV. Number of Meetings of the Board andCommittees

The number of meetings of the board and committees held during the year under review are as under:

· Twelve Meetings of the board of Directors were held during the year.

· Six meetings of the Audit committee were held during the year.

· Two meetings of the Nomination and Remuneration committee were held during the year.

· Four meetings of the Shareholder and Investor Grievance committee (Now: Stakeholder relationship committee) were held during the year.

· Four meetings of the Corporate Social Responsibility committee were held during the year.

· One meeting of the merger Committee (dissolved by the board after closure of FY 2016-17) was held during the year

For details of the meetings of the board and committees, please refer to the Corporate Governance report which forms part of this Annual Report. The intervening gap of the board meetings and audit committee meetings were within the period

as prescribed under the Companies Act, 2013.

XV. Board Evaluation

Pursuant to the section 134 (p) of Companies Act, 2013 read with Rule 8(4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as part of good governance and board process the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees for the financial year 2016-17.

The framework includes the evaluation of directors on various parameters such as qualifications, experience, knowledge and competency, fulfilment of functions, ability to functions as a team, initiative, availability and attendance, commitment, contribution and integrity.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by the board. Also the Guidance note on Board evaluation issued by SEBI vide circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017 was also considered at the time of performance evaluation.

The Directors expressed their overall satisfaction on the evaluation process and that the Board, the Committees and the Directors are functioning well. Based on the feedback of the Board Evaluation process, appropriate measures were taken to further improve the process and other aspects.

The evaluation process has been explained in detail in the Corporate Governance report.

XVI. Subsidiary and Associate companies

A separate section on the performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 is annexed to the financial statements of the company

As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the Company's website:

(http://www.kushaltradelink.com/pdf/Policies/05.%20Policy%20for%20Determining%20Material%20Subsidiary.pdf)

24

XVII. Transactions with Related Parties

All contracts / arrangements / transactions entered into by the Company alongwith its Subsidiaries during the financial year with related parties were in the ordinary course of business and on an arm's length basis. As provided under section 134[3][h] of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in FORM AOC 2 is annexed to this report as Annexure A

Disclosures on related party transactions as per Accounting Standard 18 are set out in Notes to the financial statements.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website:

(http://www.kushaltradelink.com/pdf/Policies/07.%20Policy%20on%20Related%20Party%20Transactions.pdf)

XVIII. Particular Of Employees

The information pertaining to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is annexed to this reportas Annexure B

There is no employee drawing a salary exceeding the limit prescribed under Section 197(12) read with Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

XIX. Corporate Social Responsibility

As per the provisions of the Companies Act, 2013, all Companies having net worth of ₹ 500 crore or more or turnover of ₹ 1000 crores or more or a net profit of ₹ 5 Crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the Board of Directors comprising three or more directors, atleast one of whom shall be an independent director and such Company shall spend atleast 2% of the average net profits of the Company for the three immediately preceding financial years as per Section 198 of the Companies Act, 2013.

Our CSR Committee comprises of Dharmendra

Bhuchhada (Chairman of the committee), Sandeep

Agrawal and Kushal Agrawal (members of the

committee). The Committee is responsible for

formulating and monitoring the CSR policy of the

Company.

PushpTulsi Foundation, a public Charitable Trust was

established in the financial year 2016-17 by Kushal

Tradelink Limited for carrying out social welfare

activities dedicated to the purpose directly related to

subject covered in Schedule VII of the Companies Act,

2013. The name PushpTulsi is a blend of Late

Tulsiram Chiranjialal Agrawal, Founder of Kushal

Tradelink Limited and his spouse Pushpadevi

Tulsiram Agrawal, member of the promoter group of

the company.

The Annual Report on Corporate Social

Responsibility activities is annexed as to this report

Annexure C

The Corporate Social Responsibility Policy as

approved by the Board may be accessed on the

Company's website:

(http://www.kushaltradelink.com/pdf/Policies/11.%20Corporate%20Social%20Responsiblity%20Policy.pdf)

XX. Extract of Annual Return

In accordance with Section 134(3)(a) of the

Companies Act, 2013, an Extract of Annual Return in

prescribed format is annexed to this report as

Annexure D

XXI. Corporate Governance Report

The Corporate Governance report as stipulated under

the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 forms part of this

Annual Report

The requisite certificate from the Statutory Auditor of

the Company confirming compliance with the

conditions of Corporate Governance is annexed to the

Corporate Governance report.

XXII. Policy On Directors' Appointment And

Remuneration

The Company have an appropriate mix of executive

and independent directors to maintain the

independence of the board and separate its functions

of governance and management.

The Company's policy on directors' appointment and

25

remuneration and performance evaluation as

required under Section 178(3) of the Companies Act,

2013 is available on the company's website:

(http://www.kushaltradelink.com/pdf/Policies/03.%20Nomination,%20Remuneration%20and%20Performance%20Evaluation%20Policy.pdf)

We affirm that the remuneration paid to the Executive

directors of the company is as per the Nomination,

remuneration policy adopted by the company.

XXIII. Board diversity

The board has adopted a Policy on Board diversity

which sets out the approach to diversity of the board of

directors. The Policy on Board diversity is available on

the company's website:

(http://www.kushaltradelink.com/pdf/Policies/06.%20Policy%20on%20Board%20Diversity.pdf)

XXIV. Whistleblower/Vigil Mechanism

In accordance with the provisions of Section 177(9) of

the Companies Act, 2013 read with Rule 7 of the

Companies (Meetings of Board and its Powers)

Rules, 2014 and the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the

Company has adopted a Whistle Blower Policy to

provide a mechanism to its directors, employees and

other stakeholders to raise concerns about any

violation of legal or regulatory requirements,

misrepresentation of any financial statement and to

report actual or suspected fraud or violation of the

Code of Conduct of the Company.

The Whistle Blower Policy/ Vigil Mechanism Policy is

available on the company's website:

(http://www.kushaltradelink.com/pdf/Policies/01.%20Whistle%20Blower%20Vigil%20Mechanism%20Policy.pdf)

XXV. Prevention of Sexual Harassment at Work

Place

In accordance with the Sexual Harassment of Women

at Workplace (Prevention, Prohibition and Redressal)

Act, 2013, the company has adopted a Policy for

Prevention of Sexual Harassment at Work Place for

prevention, prohibition and redressal of complaints of

sexual harassment at work place.

During the period under review, the company has not

received any complaints on sexual harassment.

XXVI. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act,

2013, the board of directors, to the best of their

knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

XXVII. Auditors

a). Statutory Auditors

During the period under review, M/s. K.G Vakharia & Co., Chartered Accountants, Ahmedabad (FRN: 117022W) resigned as the Statutory Auditors of the company resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013.

Based on the recommendation of the Audit

Committee, the Board in their meeting held on

December 13, 2016 appointed M/s Devadiya &

Associates., Chartered Accountants, Ahmedabad

(Firm Registration No. 123045W) as the Statutory

Auditors of the Company to fill up the Casual Vacancy.

Their appointment was subsequently approved by the

Shareholders by passing Ordinary resolution through

26

Postal Ballot, the results of which were declared on

March 1, 2017.

M/s. Devadiya & Associates, Chartered Accountants,

Ahmedabad (Firm Registration No. 123045W) hold

office as the Statutory Auditor of the company till the thconclusion of the ensuing 17 Annual General

meeting.

Your Directors recommend the re-appointment of M/s.

Devadiya & Associates, Chartered Accountants,

Ahmedabad (Firm Registration No. 123045W) as

Statutory Auditors of the Company for a term of four

consecutive years, subject to ratification by members

at every Annual General Meeting

b). Auditor's Report

The report of the Statutory Auditor along with Notes to

Accounts forms part of this Annual report. The

observations made in the Auditors' Report are self-

explanatory and therefore do not call for any further

comments.

c). Secretarial Auditor:

The Board had appointed M/s. M.S BUCHASIA &

ASSOCIATES, Practising Company Secretaries,

Ahmedabad (COP: 4156), to undertake the

Secretarial Audit of the Company for the financial year

2016-17. The Secretarial Audit Report for the

Financial Year 2016-17 in the Form MR-3 is annexed

to this report as Annexure E

XXVIII. Internal Control Systems and Their

Adequacy

The Company has orderly and efficient Internal

control system in place.

The Board has adopted the policies and procedure for

ensuing the orderly and efficient conduct of its

business, including adherence to the company's

policies, the safeguarding of its assets , the prevention

and detection of frauds and other irregularities and

detection of frauds and errors, the accuracy and

completeness of the accounting records, and the

timely preparation of reliable financial disclosure.

The Report on the Internal Financial Controls as per

Section 143(3)(I) of the Companies Act, 2013 is

enclosed as Annexure B to the Standalone Auditors

Report and Annexure A to the Consolidated Auditors

Report.

Based on the framework of internal financial controls

and compliance system established and maintained

by the Company, work performed by the internal,

statutory and secretarial auditors and external

consultants and the reviews performed by

management and the relevant board committees,

including the audit committee, the board is of the

opinion that the Company's internal financial controls

were adequate and effective during the financial year

XXIX. Significant and material orders

There are no significant and material orders passed

by the regulators or courts or tribunals impacting the

going concern status and Company's operations in

future.

XXX. Conservation of Energy, Technology

Absorption, Foreign Exchange Earnings And

Outgo:

The information on conservation of energy,

technology absorption and foreign exchange

earnings and outgo as stipulated under Section

134(3)(m) of the Companies Act, 2013 read with Rule,

8 of The Companies (Accounts) Rules, 2014 are as

under:

A). Conservation of Energy:

The Company consumes minor power and hence no

details are required to be disclosed.

B). Technology Absorption:

In the Financial year 2016-17, no specific technology

involved in the business model of the company.

27

XXXI. Acknowledgement

Your Directors would like to express their gratitude for the assistance and cooperation received from various banks, government authorities, customers, vendors and members during the year under review. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels. Your Directors place on record their appreciation for the committed services from every member of the Kushal family globally.

For and on Behalf of the Board

Sandeep Agrawal(Chairman and Managing Director)

(DIN: 00239648)

Place: AhmedabadDate: August 16, 2017

Particular 2016-17 2015-16

Total Foreign Exchange Outgo :

Value of Imports on CIF Nil7163211 USDBasis- Traded Goods

Total Foreign Exchange Earned :

1) Value of Exports on CIF 7201665 USD Basis- Traded Goods

2) SBLC Commission 332162 USD195543 USD

3) Dividend from WOS 10000000 AED38000000 AED

C). Foreign Exchange Earning & Out Go:

28

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

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

Kushal Tradelink Limited (KTL) has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length.

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

ANNEXURE-A TO THE DIRECTOR'S REPORT

Form No. AOC-2

Name(s) of the related party and nature of relationship Ashapura Paper Mills Private Limited;Common Director & Shareholders

Nature of contracts/arrangements/transactions Purchase and Sale of Goods

Duration of the contracts / arrangements/transactions April 1, 2016 - ongoing

Salient terms of the contracts or arrangements ortransactions including the value, if any

On Arm's length basis

Sr.no Particulars Details

a.

b.

c.

d.

Date(s) of approval by the Board (if any) rd23 May, 2016

Amount paid as advances, if any: -

Date on which the special resolution was passedin general meeting (if any)

th15 July, 2016

e.

f.

g.

For and on Behalf of the Board��

Sandeep Agrawal

� (Chairman and Managing Director) (DIN: 00239648

Place: Ahmedabad��Date: August 16, 2017��

I). Purchase of goods- To the tune of ₹ 75 crore

(in aggregate) in each Financial year on suchterms and conditions as may be mutuallyagreed upon between the Company, itsSubsidiaries/Joint Ventures/ Associates.

ii). Sale of Goods - To the tune of ₹ 75 crore

(in aggregate) in each Financial Year on suchterms and conditions as may be mutuallyagreed upon between the Company, itsSubsidiaries/Joint Ventures/ Associates.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

29

ANNEXURE-B TO THE DIRECTOR'S REPORT

1. Disclosure of Remuneration As Required Under Section 197(12) Of The Companies Act, 2013 Read With Rule 5(1) of The 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 of the Company for the Financial Year 2016-17 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2016-17:

PARTICULARS OF EMPLOYEES

th st* For a period from 14 November, 2016 to 31 March, 2017th**For a period from 20 January, 2017 to 31st March, 2017

Note: Remuneration includes Perquisites (if any) Independent Directors are paid only sitting fees.

Name of Director/KMP and Designation

RemunerationOf Director/KMPfor financialyear(` in Lakhs)

% increase inRemunerationin theFinancial Year2016-17

Ratio ofremuneration ofeach Directorto medianremunerationof employees

Sr.No.

1.

2.

3.

4.

5.

6.

7.

8.

Mr. Sandeep AgrawalChairman and Managing Director (DIN: 00239648)

Mr. Manoj AgrawalExecutive Director(DIN: 00225494)

Kushal Agrawal(Additional Director) (Executive)(DIN: 03043294)

Kavita JainIndependent Director(DIN: 05295442)

Dharmendra BhuchhadaIndependent Director(DIN: 06468613)

Anil SoniIndependent Director(DIN: 07579989)

Vimal ShahChief Financial Officer

Mittali ChristacharyCompany Secretary

14.38

3.4*

1.16**

0.54

0.78

0.36*

5.31

3.69

Nil

Nil

Nil

N.A.

N.A.

N.A.

20.96%

62.56%

5.66 times

1.33 times

0.45 times

0.21 times

0.31 times

0.14 times

N.A.

N.A.

30

ii) The percentage increase in the median remuneration of employees in the Financial Year: The median remuneration of employees in the Financial Year 2016-17 has increased by 27.64% as compared to the previous year.

stiii) The number of permanent employees on the rolls of Company: As on 31 March, 2017, there were 44 permanent employees on the rolls of the company.

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

Average increment in FY 2016-17 for Managerial Personnel: 41.76% (average percent) increment in the salary of CFO and CS. No change in the Managerial Remuneration of other managerial personnel.

Average Increment in FY 2016-17 for non-Managerial Personnel: 38.77% (average percent) increment in the salary of employees other than the managerial personnel in the last Financial Year.

v) 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 as per the remuneration Policy for Directors, Key Managerial Personnel and other Employees.

2. Disclosure under Rule (5)(2)(iii) of the Companies (Appointment And Remuneration Of Managerial

Personnel) Rules, 2014 – NOT APPLICABLE

For and on behalf of the Board��

�� Sandeep Agrawal � (Chairman and Managing Director)

(DIN: 00239648)

Place: Ahmedabad ��Date: August 16, 2017 ��

31

ANNEXURE-C TO THE DIRECTOR'S REPORT

1. A brief outline of the Company's CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and projects and programmes:

Corporate Social Responsibility is a way of conducting business which enables creation and distribution of wealth for the betterment of local populace, its stakeholders and society at large, through implementation and integration of ethical systems and sustainable management practices.

The Company undertakes projects/activities under Corporate Social Responsibility as specified in Schedule VII of the Companies Act, 2013. In the Financial year 2016-17, the company carried out CSR activities such as awareness of women sanitation, contributing towards the education of underprivileged children, welfare of specially abled children and supporting Health Awareness drive which have benefited the targeted communities in Gujarat, India. The Company has also incorporated a public Charitable Trust in name of 'PushpTulsi Foundation' to carry out the social welfare activities dedicated to the purpose directly related to subject covered in Schedule VII of the act.

Annual Report on Corporate Social Responsibility Activities

The CSR policy of the Company is available on the Company's website at:

( ).http://www.kushaltradelink.com/pdf/Policies/11.%20Corporate%20Social%20Responsiblity%20Policy.pdf

2) The Composition of the CSR Committee.

The Corporate Social Responsibility Committee was reconstituted on January 20, 2017 with the following

members:

3) Average net profit of the company for last three financial years is ̀ 787.70 Lakhs

4) Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) is ̀ 15.75 Lakhs

5) Details of CSR spent during the financial year.

(a) Total amount spent for the financial year: ̀ 23.25 Lakhs* (b) Amount unspent , if any- Nil

Note: *Total Amount of ̀ 23.25 Lakhs was spent during the year. It is inclusive of amount of ̀ 7.34 Lakhs which is CSR Expenditure left unspent in financial year 2015-16.

Name of the Director

Mr. Dharmendra Bhuchhada

Mr. Sandeep Agrawal

Mr. Kushal Agrawal

Category

Chairman

Member

Member

32

(c) Manner in which the amount spent during the financial year is detailed below

6) In case the company has failed to spend the two per cent of the average net profit of the last three financial

years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

- NA

7) A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in

compliance with CSR objectives and Policy of the company.

· We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.

(` In Lakhs)

FOR KUSHAL TRADELINK LIMITED

Dharmendra Bhuchhada Sandeep Agrawal(Chairman, CSR Committee) (Chairman and Managing Director)Place: Ahmedabad

Date: August 16, 2017

Sr.

No.

CSR

project

or

activity

Identified.

SectorinwhichtheProjectiscovered

Projects orprograms (1)Local area orother (2)Specify theState anddistrict whereprojects orprograms wasundertaken

Amountspent onthe projectsor programs Sub-heads:(1) Directexpenditureon projectsor programs(2) Overheads:

Amount

outlay

(budget)

project or

programs

wise

Cumulative

expenditure

upto to the

reporting

period

Amount spent:

Direct or

through

implementing

agency *

Distribution of Sanitary

Napkins to a Charitable

Trust providing education

to Visually impaired girls.

Sponsorship for education

of under privileged

children via Donation to

a Charitable Trust

Donation to a charitable

trust focusing on

Rehabilitation of

Specially abled Children

Donation to an

Education Trust

Contribution to Pushpa

Tulsi Foundation

Donation towards

education and welfare

of children

Promoting

sanitation;

Schedule

VII (i)

Promoting

education & Skill

Development;

Schedule VII (ii)

Promotion of reducinginequalities;Schedule VII (iii);Promoting healthcareSchedule VII (i)

Promoting

education & Skill

Development;

Schedule VII (ii)

Various sectorscovered bySchedule VII of the CompaniesAct, 2013.

Promoting

education &

Skill Development;

Schedule VII (ii)

Ahmedabad,

Gujarat

Ahmedabad,

Gujarat

Ahmedabad,

Gujarat

Ahmedabad,

Gujarat

Ahmedabad,

Gujarat

Laxmangarh,

Rajasthan

0.50

0.19

4.11

10.00

8.47

0.20

23.47

1.

2.

3.

4.

5.

6.

0.34

0.19

4.11

10.00

8.47

0.14

23.25

0.34

0.19

4.11

10.00

8.47

0.14

23.25

Direct

Direct

Direct

Direct

Direct

Direct

33

ANNEXURE-D TO THE DIRECTOR'S REPORT

FORM MGT- 9

EXTRACT OF ANNUAL RETURN

stas on the Financial year ended 31 March, 2017

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. Registration and other details

CIN:

Registration Date

Name of the Company

Category / Sub-Category of the Company

Address of the Registered Office and

contact details

Plot No. 115, Kushal House, Opp. Hotel Nest,

Off C.G Road, Navrangpura Ahmedabad Gj 380009

Tel: 079-26408027; Fax No.: 079-26404027

Email: [email protected]: www.kushaltradelink.com

Yes

Bigshare Services Private Limited*,

1st Floor, Bharat Tin Works Building,

Opp. Vasant Oasis, Makwana Road,Marol,

Andheri (East),Mumbai,Maharashtra,400059

Contact no.: 022 - 40430200 / 62638200

Fax no. : 022 - 28475207 / 62638299

Contact Person: Mr. Ashok Shetty

Email: [email protected]

Website: www.bigshareonline.com

Name, address and contact details of

Registrar and Transfer Agent, if any

Whether listed company

L74110GJ2000PLC037472

03/03/2000

KUSHAL TRADELINK LIMITED

Company Limited by shares/Indian Non-

Government Company.

* Address as on date

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Name and Description of main products /service

NAME AND ADDRESS OFTHE COMPANY

CIN/GLN

Non- Specialized Wholesale Trade

Kushal Impex Pte Ltd (Singapore)

Kashish Worldwide F.Z.E(Ajman, UAE)

NIC Code of theProduct/ service

HOLDING/ SUBSIDIARY/ ASSOCIATE

46909

Subsidiary

Subsidiary

-

-

% to total turnoverof the company

% ofshares held

ApplicableSection

100%

100

100

2(87)

2(87)

Sr.No.

Sr.No.

1.

1.

2.

As per National Industrial Classification 2008

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

34

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

i) Category-wise Share Holding

CatgoryCode

Category ofShareholder

No. of Shares held at thebeginning of the year (01/04/2016)

No. of Shares held at theend of the year (31/03/2017)*Post Issue of Bonus shares

% Changeduring

the year

Demat

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)

DematPhysical PhysicalTotal Total% ofTotal

Shares

% ofTotal

Shares

A. Promoter Group

(1) Indian

a) Individual/HUF 78993305 - 78993305 66.59 154986610 - 154986610 65.32 (1.26)

b) Central Govt - - - - - - - - -

c) State Govt (s) - - - - - - - - -

d) Bodies Corporate - - - - - - - - -

e) Banks / FIAny Other - - - - - - - - -

Sub-Total (A) (1):- 78993305 - 78993305 66.59 154986610 - 154986610 65.32 (1.26)

(2) Foreign

a) NRIs - Individuals - - - - - - - - -

b) Other – Individuals - - - - - - - - -

c) Bodies Corporate - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other - - - - - - - - -

Sub-Total (A) (2):- - - - - - - - - -

Total Shareholding Of 78993305 - 78993305 66.59 154986610 - 154986610 65.32 (1.26)

Promoter and Promoter

Group (A) =(A)(1)+(A)(2)

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - 44 - 44 - -

c) Central Govt - - - - - – - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - 956732 - 956732 0.40 0.40

h) Foreign Venture - - - - - - - - -

Capital Funds

i) Others - - - - - - - - -

i). Foreign Portfolio Investor - - - 640772 - 640772 0.27 0.27

SUB-TOTAL (B)(1):- - - - - 1597548 - 1597548 0.67 0.67

C NON-INSTITUTIONS

a) Bodies Corporates 3329730 - 3329730 2.81 5387138 - 5387138 2.27 (0.54)

b) Individuals

(i) Individuals holding 12863429 - 12863429 10.84 35333293 12 35333305 14.89 4.05

nominal share capital

upto ₹ 1 Lakh

35

CatgoryCode

Category ofShareholder

No. of Shares held at thebeginning of the year (01/04/2016)

No. of Shares held at theend of the year (31/03/2017)*Post Issue of Bonus shares

% Changeduring

the year

Demat

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)

DematPhysical PhysicalTotal Total% ofTotal

Shares

% ofTotal

Shares

(ii) Individuals holding 21546579 - 21546579 18.16 35422345 - 35422345 14.93 (3.23)

nominal share capital

in excess of ₹ 1 Lakh

c) Others

(i) Trusts - - - - 2 - 2 - -

(ii) Clearing Members 1665715 - 1665715 1.40 3024907 - 3024907 1.27 (0.13)

(iii) Non- Resident Indians 21480 - 21480 0.02 14500 - 14500 0.01 (0.01)

(NRI)

(iv) Non- Resident Indians 190067 - 190067 0.16 1114449 - 1114449 0.47 0.31

(Repat)

(v) Non- Resident Indians - - - - 385806 - 385806 0.16 0.16

(Non- Repat)

d) Qualified Foreign Investor 23000 - 23000 0.02 - - - - (0.02)

Sub-total (B)(2):- 39640000 - 39640000 33.41 80682440 12 80682452 34.00 0.59

Total Public Shareholding 39640000 - 39640000 33.41 82279988 12 82280000 34.68 1.26

(B)=(B)(1)+ (B)(2)

C. Shares held by Custodians - - - - - - - - -

and against which

Depository Receipts have

been issued

a) Shares held By Custodians - - - - - - - - -

(i) Promoter and Promoter - - - - - - - - -

Group

(ii) PublicSub - - - - - - - - -

Total (C)(1) : (C)= (C)(1) - - - - - - - - -

Grand Total (A+B+C) 118633305 - 118633305 100.00 237266598 12 237266610 100.00 -

Note: *The total number of shares has increased due to issuance of Bonus shares in March 2017 in the ratio of 1:1

36

(ii) Shareholding of Promoters

(iii) Shareholding of Promoters

Sr

No

Shareholder's Name Shareholding at thebeginning of the year

(01/04/2016)

Shareholding at the endof the year (31/03/2017)*

Post Issue of Bonus shares

Number of

Shares

Number of

Shares

% oftotalShares ofthecompany

% oftotalShares ofthecompany

%ofSharesPledged /encumbered tototalshares

%ofSharesPledged /encumbered tototalshares

% Changein shareholdingduring theyear

1. Namrata Sandeep Agrawal 23112325 19.48 - 43224650 18.22 - (1.26)

2. Late Tulsiram Chiranjilal Agrawal 12420000 10.47 - - - - (10.47)

3. Mahendra Tulsiram Agrawal 11350800 9.57 - 22701600 9.57 - -

4. Pushpadevi Tulsiram Agrawal 10800110 9.10 - 21600220 9.10 - -

5. Manoj Tulsiram Agrawal 10270800 8.66 - 20541600 8.66 - -

6. Sandeep Tulsiram Agrawal 6761700 5.70 - 13523400 5.70 - -

7. Sangita Manoj Agrawal 4276800 3.61 - 8553600 3.61 - -

8. Sudha Mahendra Agrawal 770 0.00 - 6841540 2.88 - 2.88

9. Manoj Tulsiram Agrawal (HUF) - - - 2000000 0.84 - 0.84

10. Sandeep Tulsiram Agrawal (HUF) - - - 2000000 0.84 - 0.84

11. Mahendra Tulsiram Agrawal (HUF) - - - 2000000 0.84 - 0.84

12. Kushal Manoj Agrawal - - - 2000000 0.84 - 0.84

13. Komal Sandeep Agrawal - - - 2000000 0.84 - 0.84

14. Karan Mahendra Agrawal - - - 2000000 0.84 - 0.84

15 Kajal Manoj Agrawal - - - 2000000 0.84 - 0.84

16 Kashish Sandeep Agrawal - - - 2000000 0.84 - 0.84

17. Khushi Mahendra Agrawal - - - 2000000 0.84 - 0.84

TOTAL 78993305 66.59 - 154986610 65.32 - (1.26)

Namrata 23112325 19.48

Sandeep Agrawal (1.26) 20/12/2016 (1500000) Sale 21612325 18.22

0.00 18/03/2017 21612325 Bonus allotment 43224650 18.22

0.00 31/03/2017 - - 43224650 18.22

Late Tulsiram 12420000 10.47

Chiranjilal Agrawal (10.47) 08/12/2016 (12420000) Transmission of - -

shares

0.00 31/03/2017 - - - -

Name of the

Shareholder

Shareholding at the

beginning of the year

(01/04/2016)

Transaction details Cumulative shareholding

during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

(Contd.)

Note: *The total number of shares has increased due to issuance of Bonus shares in March 2017 in the ratio of 1:1

37

Mahendra 11350800 9.57

Tulsiram Agrawal 0.00 18/03/2017 11350800 Bonus allotment 22701600 9.57

0.00 31/03/2017 - - 22701600 9.57

Pushpadevi 10800110 9.10

Tulsiram Agrawal 0.00 18/03/2017 10800110 Bonus allotment 21600220 9.10

0.00 31/03/2017 - - 21600220 9.10

Manoj Tulsiram 10270800 8.66

Agrawal 0.00 18/03/2017 10270800 Bonus allotment 20541600 8.66

0.00 31/03/2017 - - 20541600 8.66

Sandeep 6761700 5.70

Tulsiram Agrawal 10.47 08/12/2016 12420000 Being nominee of 19181700 16.17

Late Tulsiram

Agrawal, holding

shares as the trustee

of the Beneficiaries

of his will

(6.25) 20/12/2016 (7420000) Transferred to 11761700 9.92

respective

Beneficiaries

account

(4.22) 26/12/2016 (5000000) Transferred to 6761700 5.70

remaining

respective

Beneficiaries

account

0.00 18/03/2017 6761700 Bonus allotment 13523400 5.70

0.00 31/03/2017 - - 13523400 5.70

Sangita 4276800 3.61

Manoj Agrawal 0.00 18/03/2017 4276800 Bonus allotment 8553600 3.61

0.00 31/03/2017 - - 8553600 3.61

Name of the

Shareholder

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

38

Sudha Mahendra 770 0.00

Agrawal 2.88 20/12/2016 3420000 Transmission 3420770 2.88

(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 3420770 Bonus allotment 68471540 2.88

0.00 31/03/2017 - - 68471540 2.88

Manoj Tulsiram 0.00 0.00

Agrawal (HUF) 0.84 20/12/2016 1000000 Transmission 1000000 0.84

(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Sandeep Tulsiram 0.00 0.00

Agrawal (HUF) 0.84 20/12/2016 1000000 Transmission 1000000 0.84

(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Name of the

Shareholder

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

39

Mahendra 0.00 0.00

Tulsiram Agrawal 0.84 20/12/2016 1000000 Transmission 1000000 0.84

(HUF) (transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Kushal Manoj 0.00 0.00


(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Komal Sandeep 0.00 0.00


(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Name of the

Shareholder

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

40

Karan Mahendra 0.00 0.00


(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Kajal Manoj 0.00 0.00


(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Kashish Sandeep 0.00 0.00


(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Name of the

Shareholder

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

41

Khushi Mahendra 0.00 0.00


(transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18/03/2017 1000000 Bonus allotment 2000000 0.84

0.00 31/03/2017 - - 2000000 0.84

Name of the

Shareholder

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

1. MPSE 585347 0.49

Securities (0.01) 08-04-2016 (15309) Sale 570038 0.48

Limited 0.06 15-04-2016 76724 Purchase 646762 0.55

0.01 22-04-2016 14241 Purchase 661003 0.56

0.19 29-04-2016 221830 Purchase 882833 0.74

0.12 06-05-2016 147465 Purchase 1030298 0.87

0.06 13-05-2016 66666 Purchase 1096964 0.95

(0.01) 20-05-2016 (155270) Sale 1081437 0.91

0.06 27-05-2016 68937 Purchase 1150374 0.97

(0.21) 02-06-2016 (252960) Sale 897414 0.76

0.01 03-06-2016 17666 Purchase 915080 0.77

0.02 10-06-2016 20298 Purchase 935378 0.79

(0.01) 17-06-2016 (15334) Sale 920044 0.78

(0.06) 24-06-2016 (74230) Sale 845814 0.71

(0.01) 30-06-2016 (12677) Sale 833137 0.70

Name of the

Shareholder

Sr.

No.

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

Note: * The total number of shares has increased due to issuance of bonus shares in March 2017 inthe ratio of 1:1

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

42

0.00 01-07-2016 3900 Purchase 837037 0.71

0.03 08-07-2016 36915 Purchase 873952 0.74

(0.03) 15-07-2016 (31771) Sale 842181 0.71

(0.01) 22-07-2016 (11194) Sale 830987 0.70

(0.02) 29-07-2016 (24106) Sale 806881 0.68

0.09 05-08-2016 109399 Purchase 916280 0.77

(0.21) 10-08-2016 (246453) Sale 669827 0.56

(0.01) 12-08-2016 (12220) Sale 657607 0.55

0.05 19-08-2016 62940 Purchase 720547 0.61

0.09 26-08-2016 112556 Purchase 833103 0.70

(0.03) 02-09-2016 (31685) Sale 801418 0.68

0.08 09-09-2016 91336 Purchase 892754 0.75

0.14 16-06-2016 161284 Purchase 1054038 0.89

0.10 23-09-2016 116237 Purchase 1170275 0.99

(0.17) 30-09-2016 (197004) Sale 973271 0.82

0.25 07-10-2016 300867 Purchase 1274138 1.07

(0.07) 14-10-2016 (85154) Sale 1188984 1.00

(0.14) 21-10-2016 (169109) Sale 1019875 0.86

0.00 28-10-2016 (265) Sale 1019610 0.86

0.35 04-11-2016 409586 Purchase 1429196 1.20

(0.01) 11-11-2016 (13257) Sale 1415939 1.19

(0.04) 18-11-2016 (42562) Sale 1373377 1.16

(0.03) 25-11-2016 (37883) Sale 1335494 1.13

(0.12) 02-12-2016 (141566) Sale 1193928 1.01

0.18 09-12-2016 209132 Purchase 1403060 1.18

0.04 16-12-2016 45301 Purchase 1448361 1.22

(0.09) 23-12-2016 (101769) Sale 1346592 1.14

(0.66) 30-12-2016 (783959) Sale 562633 0.47

0.00 31-12-2016 (21480) Sale 560485 0.47

0.58 06-01-2017 690157 Purchase 1250642 1.05

(0.01) 13-01-2017 (8309) Sale 1242333 1.05

0.01 20-01-2017 15849 Purchase 1258182 1.06

0.00 27-01-2017 3737 Purchase 1261919 1.06

0.00 03-02-2017 (95) Sale 1261824 1.06

(0.14) 10-02-2017 (160321) Sale 1101503 0.93

0.00 17-02-2017 (2498) Sale 1099005 0.93

Name of the

Shareholder

Sr.

No.

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

43

(0.14) 24-02-2017 (164709) Sale 934296 0.79

0.00 03-03-2017 59 Purchase 934355 0.79

(0.01) 10-03-2017 (9500) Sale 924855 0.78

0.00 17-03-2017 (40) Sale 924815 0.78

0.00 18-03-2017 919815 Bonus Allotment 1849630 0.78

0.00 24-03-2017 40 Purchase 1849670 0.78

(0.01) 31-03-2017 (12498) Sale 1837172 0.77

Name of the

Shareholder

Sr.

No.

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

2. Kiritkumar 1525490 1.29

Raghuram (0.02) 15-04-2016 (25000) Sale 1500490 1.29

Thakker (0.27) 22-04-2016 (325000) Sale 1175490 0.99

(0.53) 29-04-2016 (625000) Sale 550490 0.46

(0.21) 13-05-2016 (250000) Sale 300490 0.25

0.00 20-05-2016 465 Purchase 300955 0.25

0.03 27-05-2016 36000 Purchase 336955 0.28

0.01 17-06-2016 6650 Purchase 343605 0.29

(0.03) 08-07-2016 (34150) Sale 309455 0.26

0.06 07-10-2016 75000 Purchase 384455 0.32

(0.08) 21-10-2016 (92556) Sale 291899 0.25

0.01 11-11-2016 14900 Purchase 306799 0.26

0.02 18-11-2016 25000 Purchase 331799 0.28

0.00 02-12-2016 5000 Purchase 336799 0.28

(0.08) 30-12-2016 (95000) Sale 241799 0.20

0.30 06-01-2017 360000 Purchase 601799 0.51

0.04 13-01-2017 51000 Purchase 652799 0.55

0.00 18-03-2017 652799 Bonus Allotment 1305598 0.55

0.00 31-03-2017 - - 1305598 0.55

3. Ilesh 0.00 0.00

Pursotamdas 0.28 17-06-2016 337000 Purchase 337000 0.28

Shah (0.23) 23-12-2016 (275000) Sale 62000 0.05

(0.05) 30-12-2016 (62000) Sale 0 0.00

0.10 06-01-2017 118109 Purchase 118109 0.10

0.22 13-01-2017 263362 Purchase 381471 0.32

0.08 03-02-2017 100000 Purchase 481471 0.41

0.00 18-03-2017 481471 Bonus Allotment 962942 0.41

0.00 31-03-2017 - - 962942 0.41

44

4. Shah 0.00 0.00

Ileshbhai 0.34 06-01-2017 406529 Purchase 406529 0.34

Puroshattamds 0.00 18-03-2017 406529 Bonus Allotment 813058 0.34

0.00 31-03-2017 - - 813058 0.34

Name of the

Shareholder

Sr.

No.

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

5. Fakirsons 1040000 0.88

Papchem (0.07) 15-04-2016 (80000) Sale 960000 0.81

Pvt. Ltd. (0.06) 06-05-2016 (75000) Sale 885000 0.75

(0.07) 13-05-2016 (85000) Sale 800000 0.67

(0.05) 03-06-2016 (65000) Sale 735000 0.62

(0.07) 10-06-2016 (77205) Sale 657795 0.55

(0.15) 16-09-2016 (180000) Sale 477795 0.40

(0.07) 07-10-2016 (85000) Sale 392795 0.33

(0.03) 14-10-2016 (40000) Sale 352795 0.30

0.00 18-03-2017 352795 Bonus Allotment 705590 0.30

0.00 31-03-2017 - - 705590 0.30

6. Pranavbhai 668000 0.56

M Patel 0.01 08-04-2016 12000 Purchase 680000 0.57

0.01 15-04-2016 10000 Purchase 690000 0.58

0.01 29-04-2016 8500 Purchase 698500 0.59

0.01 02-06-2016 10500 Purchase 709000 0.60

0.00 10-06-2016 4500 Purchase 713500 0.60

0.03 17-06-2016 41000 Purchase 754500 0.64

0.00 30-06-2016 4600 Purchase 759100 0.64

0.00 15-07-2016 900 Purchase 760000 0.64

(0.04) 26-08-2016 (50000) Sale 710000 0.60

(0.25) 02-09-2016 (300000) Sale 410000 0.35

(0.03) 16-12-2016 (30000) Sale 380000 0.32

(0.02) 06-01-2017 (25000) Sale 355000 0.30

(0.03) 13-01-2017 (35000) Sale 320000 0.27

0.00 18-03-2017 320000 Bonus Allotment 640000 0.27

0.00 31-03-2017 - - 640000 0.27

45

7. Geetaben 42808 0.04

Kirtikumar 0.00 15-04-2016 2750 Purchase 45558 0.04

Thakker 0.06 22-04-2016 67250 Purchase 112808 0.10

0.05 13-05-2016 57912 Purchase 170720 0.14

0.00 20-05-2016 35 Purchase 170755 0.14

0.00 27-05-2016 200 Purchase 170955 0.14

(0.02) 02-06-2016 (20000) Sale 150955 0.13

0.13 21-10-2016 150000 Purchase 300955 0.25

(0.08) 30-12-2016 (100000) Sale 200955 0.17

0.08 06-01-2017 92000 Purchase 292955 0.25

0.00 18-03-2017 292955 Bonus Allotment 585910 0.25

0.00 31-03-2017 - - 585910 0.25

Name of the

Shareholder

Sr.

No.

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

8. MV SCIF 0.00 0.00

Mauritius 0.01 16-09-2016 14008 Purchase 14008 0.01

0.22 23-09-2016 265853 Purchase 279861 0.24

(0.01) 23-12-2016 (13930) Sale 265931 0.22

0.00 06-01-2017 (2976) Sale 262955 0.22

0.00 18-03-2017 262955 Bonus Allotment 525910 0.22

0.00 31-03-2017 - - 525910 0.22

10. Rajdeep 161000 0.14

Sharma 0.01 10-06-2016 9000 Purchase 170000 0.14

0.03 24-06-2016 30000 Purchase 200000 0.17

0.01 30-06-2016 10000 Purchase 210000 0.18

0.00 18-03-2017 210000 Bouns Allotment 420000 0.18

0.00 31-03-2017 - - 420000 0.18

Note: * The total number of shares has increased due to issuance of bonus shares in March 2017 in the ratio of 1:1

9. Infinium 0.00 0.00

Natural 0.00 31-03-2017 450000 Purchase 450000 0.19

Resources

Investments

Private Limited

46

(vi) Shareholding of Directors and Key Managerial Personnel:

A. Directors :

1. Sandeep 6761700 5.70

Agrawal 10.47 08-12-2016 12420000 Being nominee of 19181700 16.17

(Chairman Late Tulsiram

and Managing Agrawal, holding

Director) shares as the

trustee of the

Beneficiaries of

his will

(6.25) 20-12-2016 (7420000) Transferred to 11761700 9.92

respective

Beneficiaries

account

(4.22) 26-12-2016 (5000000) Transferred to 6761700 5.70

remaining

respective

Beneficiaries

account

0.00 18-03-2017 671700 Bonus Allotment 13523400 5.70

31-03-2017 - - 13523400 5.70

2. Manoj Agrawal 10270800 8.66

(Director) 0.00 18-03-2017 10270800 Bonus Allotment 20541600 8.66

0.00 31-03-2017 - - 20541600 8.66

3. Kushal Agrawal 0.00 0.00

(Additional 0.84 26-12-2016 1000000 Transmission 1000000 0.84

Director) (transfer from

Nominee's account

being one of the

beneficiary of the

will of Late

Tulsiram Agrawal)

0.00 18-03-2017 1000000 Bonus Allotment 2000000 0.84

0.00 31-03-2017 - - 2000000 0.84

Name of the

Shareholder

Sr.

No.

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

47

4. Kavita Jain 0.00 0.00 31-03-2017 - - 0.00 0.00

(Independent

Director)

5. Dharmendra 0.00 0.00 31-03-2017 - - 0.00 0.00

Bhuchhada

(Independent

Director)

6. Anil Soni 0.00 0.00 31-03-2017 - - 0.00 0.00

(Independent

Director)

B. Key Managerial Personnel

1. CA Vimal Shah 0.00 0.00

(Chief 0.00 09-05-2016 1580 Purchase 1580 0.00

Financial 0.00 14-09-2016 50 Purchase 1630 0.00

Officer) 0.00 04-10-2016 950 Purchase 2580 0.00

0.00 05-12-2016 955 Purchase 3535 0.00

0.00 06-12-2016 880 Purchase 4415 0.00

0.00 18-03-2017 4415 Bonus Allotment 8830 0.00

0.00 31-03-2017 - - 8830 0.00

2. CS Mittali 100 0.00

Christachary 0.00 15-04-2016 1550 Purchase 1650 0.00

(Company 0.00 14-10-2016 10 Purchase 1660 0.00

Secretary) 0.00 18-03-2017 1660 Bonus Allotment 3320 0.00

0.00 31-03-2017 - - 3320 0.00

Name of the

Shareholder

Sr.

No.

Shareholding at the


(01/04/2016)


during the year

No. of

shares

No. of

shares

No. of

shares

Reason

(Purchase,

Sale, Transfer,

Transmission,

Bonus etc.)

Date% of total

shares

of the

company

% of total

shares

of the

company

48

V. IndebtednessIndebtedness of the Company including interest outstanding/accrued but not due for payment.

stNote: As on 31 March, 2017 the company is a debt free company.

VI. Remuneration Of Directors And Key Managerial Personnel

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

( ` in lakhs)

( ` in lakhs)

Indebtedness at the beginning of the financialyear i.e April 1, 2016

i) Principal Amount 3876.48 - - 3876.48

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 3876.48 - - 3876.48

Change in Indebtedness during the financial year 2016-17

Addition (+)

Reduction (-) (3876.48) - - (3876.48)

Net Change (3876.48) - - (3876.48)

Indebtedness at thestend of the financial year i.e March 31 , 2017

i)Principal Amoun - - - -

tii) Interest due but not paid - - - -

iii) Interest accrued but not dues - - - -

Total (i+ii+iii) - - - -

1. Gross salary

(a) Salary as per provisions contained in section 17(1) 12.00 9.65 21.65 of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 2.38 2.01 4.39

(c) Profits in lieu of salary under section 17(3) Income-tax - - -

Act, 1961

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission - - -

- as % of profit

- Others, specify…

5. Others, please specify - - -

Total (A) 14.38 11.66 26.04

Ceiling as per the Act ( being 5% of the net profit calculated 399.19

as per Section 198 of the Companies Act, 2013)

SecuredLoansexcludingdeposits

UnsecuredLoans

Name of MD/WTD / Manager

Deposits TotalIndebtedness

Total AmountParticulars of Remuneration

Particulars

Sr.

No. SandeepAgrawal(Chairman &ManagingDirector)

Mahendra

Agrawal*

st th* For the period from 1 April, 2016 to 20 January, 2017, as Mr. Mahendra Agrawal resigned from the directorship ofthe company on 20/01/2017.

49

B. Remuneration to other directors:

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

( ` in lakhs)

( ` in lakhs)

Particulars of RemunerationSr.

No.Name of Directors Total

Amount

Kavita Jain DharmendraBhuchhada

Anil Soni* SagarSharma**

ArpanShah***

1 Independent Directors

Fees for attending 0.54 0.78 0.36 0.66 - 2.34 board /committee meetings

Commission - - - - - -

Others, please specify - - - - - -

Total (1) 0.54 0.78 0.36 0.66 - 2.34

2. Other Non-Executive Directors

Fee for attending board / committee meetings - - - - 0.54 0.54

Commission - - - - - -

Others, please specify - - - - - -

Total (2) - - - - 0.54 0.54

Total (B)=(1+2) 0.54 0.78 0.36 0.66 0.54 2.88

Total Managerial 28.92 Remuneration (A+B)

Overall Ceiling as per the Act 878.22 ( being 11% of the net profit calculated as per Section 198 of the Companies Act, 2013)

th*Appointed as Independent Director of the company on 14 November, 2016st** Resigned from the Directorship of the Company on 31 March, 2017th*** Resigned from the Directorship of the company on 20 January, 2017

1. Gross salary 3.69 5.31 9.00

(a) Salary as per Provisions contained in section 17(1) of the Income-tax Act, 1961

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

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

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission - - -

- as % of Profit

- Others, specify…

5. Others, please specify - - -

Total 3.69 5.31 9.00

Total

Particulars of RemunerationSr.

No. CS Mittali

Christachary

(Company

Secretary)

CA Vimal Shah

(Chief Financial

officer)

Key Managerial Personnel

50

Vii. Penalties / Punishment/ Compounding Of Offences:

A. Company

Penalty

Punishment Nil

Compounding

B. Directors

Penalty

Punishment Nil

Compounding

c. Other officers in Default

Penalty

Punishment Nil

Compounding

Type Section of the

Companies Act

Brief Description Details of Penalty

/ Punishment/

Compounding

fees imposed

Authority [RD /

NCLT / COURT]

Appeal made, if

any (give Details)

For and on behalf Of the Board

�� Sandeep Agrawal � (Chairman and Managing Director)

(DIN: 00239648)


51

ANNEXURE-E TO THE DIRECTOR'S REPORT

FORM MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31.03.2017

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

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by , Kushal Tradelink Limited(herein after called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Kushal Tradelink Limited, books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31.03.2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, 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 maintained by Kushal Tradelink Limited (“the Company”) for the financial year ended on 31.03.2017 according To the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made there under;

(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 there under

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment;

(v) The following Regulations and Guidelines (prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') :-

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

� (b) The Securities and Exchange Board of India (Prohibit ion of Insider Trading) Regulations, 1992;

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

� (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999- Not Applicable during the Audit Period

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

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of I nd i a (De l i s t i ng o f Equ i t y Sha res ) Regulations, 2009; Not Applicable during the Audit Period

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998- Not

Applicable during the Audit Period

To, The Members,Kushal Tradelink Limited,Plot No. 115, Kushal House, Opp. Hotel Nest, Off C.G Road, Navrangpura, Ahmedabad,Gujarat.

52

(vi) I have also examined compliance with the applicable clauses of the following

(i). Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii).SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Uniform Listing Agreement entered into by the Company with BSE Ltd., During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' Views are captured and recorded as part of the minutes.

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

I further report that:

During the audit period, The Company:

a) Passed special resolution for amendment of Clause III of the Memorandum of Association of the Company through postal ballot held on January 3, 2017.

b) Passed special resolution for adoption of new set of Articles of Association through postal ballot notice held on January 3, 2017.

c) Passed Ordinary resolution for re-appointment of three Independent Directors viz Kavita Jain, Dharmendra Bhuchhada and Sagar Sharma through postal ballot notice held on January 3, 2017.

d) Passed special resolution for amendment of Clause V of the Memorandum of Association of the Company through postal ballot held on March 1, 2017.

e) Passed special resolution for issue of bonus shares through postal ballot held on March 1, 2017.

f) Passed ordinary resolution for appointment of statutory auditor arising out of casual vacancy through postal ballot held on March 1, 2017.

g) Passed board resolution for approval of proposal to amalgamate/merger M/s. Ashapura Paper Mills Private Limited, M/s. Kushal Infrastructure Private Limited and M/s. Kushal Wealth Creators Private Limited for the Merger/amalgamation with Kushal Tradelink Limited in Board Meeting held January 5, 2017.

h) Passed board resolution for approval of proposal to amalgamate/merge M/s. Riddhi Siddhi Recyclers Private Limited for the Merger/amalgamation with Kushal Tradelink Limited in Board Meeting held January 20, 2017.

For M S Buchasia & AssociatesCompany Secretaries

MANISH BUCHASIAProprietor

COP 4156 FCS 5843


Note: This Report is to be read with Our Letter of even date which is annexed and forms an integral part ofthis report.

53

Annexure To The Secretarial Audit Report

To, The Members,Kushal Tradelink Limited,Plot No. 115, Kushal House, Opp. Hotel Nest, Off C.G Road, Navrangpura, Ahmedabad,Gujarat.

Our Report of even date is to be read along with this Letter;

1. Maintenance of Secretarial Record is the responsibility of the management of the company. Our responsibility is to express an opinion on Secretarial Records based on our Audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibly of the management. Our examination was limited to the verification of the procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For M S Buchasia & AssociatesCompany Secretaries

MANISH BUCHASIAProprietor

COP 4156 FCS 5843


54

1. Company's Phi losophy on Corporate

Governance:

The Company's philosophy on Corporate Governance is

built on the pillars of fairness, accountability, disclosures

and transparency. Good Corporate Governance is

intrinsic to the management of the affairs of the company.

Your company has always practiced Highest Standard of

Corporate Governance and follows a culture that is built

on core values and Ethics.

2. Board of Directors:

The primary role of the Board is to protect and

enhance long-term shareholder value. It sets the

overall strategy for the Group and supervises

executive management. It also ensures that good

corporate governance policies and practices are

implemented within the Group. In the course of

discharging its duties, the Board acts in good faith,

with due diligence and care, and in the best interests

of the Company and its shareholders.

a) Size and Composition:

During the year under consideration, there was a

The Company believes that sound Corporate

Governance is critical for enhancing and retaining

investor trust. Governance practices not only deal with

the growing of the business, but also with the

complexities of the organizational structure that supports

such growth.

change in the composition of the Board.

Mr. Mahendra Agrawal, WholeTime Director and CA

Arpan Shah, Non-Executive Director resigned from ththe Directorship of the company on 20 January,

2017.

CS Sagar Sharma tendered his resignation as the stIndependent Director of the company on 31 March,

2017.

The Company has optimum combination of Executive

and Non-Executive Directors with one Woman

Director, which is in conformity with Regulation 17 of

the SEBI (Listing Obligations and Disclosures

requirements) Regulations, 2015 and Uniform Listing

CORPORATE GOVERNANCE REPORT

FOR THE FINANCIAL YEAR ENDED 2016-17

Sound CorporateGovernance

EnsureTransparancy

andaccountability

Enhancingand retaining

InvestorTrust

MaintainHigh

level ofdisclosure

Intrinsic tomanagementaffairs andreponsiblecorporateBehavior

55

Agreement entered with the Exchange.

As on date, the Company has 3 Non-executive

Directors, all being Independent Directors. There are

three directors in whole time employment out of which

One is a Chairman and Managing Director.

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship/ Membership held by them in other Companies are given herein below:

b) Attendance of Directors during Fiscal 2016-17

The necessary disclosure regarding Committee

positions have been made by all the Directors.

None of the Directors on the Board is a Member of

more than 10 committees* and Chairman of more

than 5 committees*across all companies in which they

are directors.

Optimum Composition

50% 50%Executive Directors

Independent Directors

Sr.

No

Directors Category Board Meetings

during the

FY 2016-17

Whether

attended

last AGM

(Yes/No)

(15.07.16)

Directorships

held in other

companies

Committee

Memberships

held in other

companies.*

Shareholding

as on

31.03.2017

Held Attended Director Chairman ChairmanMember Equity Shares offace value of` 2/- each

1. Sandeep Agrawal Promoter/ 12 12 Yes - - - - 13523400 (DIN: 00239648) Chairman and Managing Director

2. Manoj Agrawal Promoter 12 6 NA 2 - - - 20541600 (DIN: 00225494) Group (Refer (Refer note 2) member/ note Director 2)

3. Kushal Agrawal Promoter 12 3 NA 2 - - - 2000000 (DIN: 03043294 ) Group (Refer (Refer note 3) member/ note Director 3)

4. Dharmendra Non- 12 11 Yes - - - - - Bhuchhada Executive / (DIN: 06468613) Independent Director

56

Sr.

No

Directors Category Board Meetings

during the

FY 2016-17

Whether

attended

last AGM

(Yes/No)

(15.07.16)

Directorships

held in other

companies

Committee

Memberships

held in other

companies.*

Shareholding

as on

31.03.2017

Held Attended Director Chairman ChairmanMember Equity Shares offace value of` 2/- each

5. Kavita Jain Non- 12 8 Yes - - - - - (DIN: 05295442) Executive / Independent Director

6. Anil Soni Non- 12 6 No - - - - - (DIN: 07579989) Executive / (Refer (Refer note 2) Independent note Director 2)

7. CS Sagar Sharma Non- 12 10 Yes - - - - - (DIN: 06473984) Executive / (Refer (Refer note 5) Independent note Director 5)

8. Mahendra Agrawal Promoter 12 9 Yes - - - - 22701600 (DIN: 00225551) /Whole (Refer (Refer note 4) Time note Director 4)

9. CA Arpan Shah Non- 12 8 Yes - - - - 19700 (DIN: 06458101) Executive / (Refer (Refer note 4) Independent note Director 4)

Notes:* 1. Includes Audit Committee, Nomination and Remuneration Committee and Shareholder and Investor Grievance ommittee of public limited companies.

th 2. Manoj Agrawal and Anil Soni were appointed as Directors of the company w.e.f 14 November, 2016.th 3. Kushal Agrawal was appointed as the Additional Director of the company w.e.f 20 January, 2017

th 4. Mahendra Agrawal and CA Arpan Shah resigned from the Directorship of the company w.e.f 20 January, 2017

st 5. CS Sagar Sharma resigned from the Directorship of the company w.e.f 31 March, 2017

c) Number of Board Meetings held in fiscal 2016-17

A total of Twelve Meetings of the Board of Directors were held during the year under review and the gap between two

meetings did not exceed 120 days. The dates on which the Board Meetings were held during the Financial Year and

attendance on the same are as follows:

Sr. No. Date of Board Meeting Total Strength of the Board No. of Directors Present

1. 11-04-2016 6 6

2. 23-05-2016 6 6

3. 15-07-2016 6 6

4. 30-07-2016 6 6

5. 23-08-2016 6 4

6. 14-11-2016 6 6

7. 13-12-2016 8 5

8. 05-01-2017 8 8

9. 20-01-2017 8 7

10. 13-02-2017 7 7

11. 06-03-2017 7 5

12. 18-03-2017 7 7

57

d) Details of familiarisation programmes imparted to Independent Directors

The details of familiarisation programme imparted to Independent Directors is available on the company's website at:

(http://www.kushaltradelink.com/pdf/Policies/12.%20Familiarisation%20Programme.pdf)

3. Committees of the board:

The Board has constituted various committees to support the Board in discharging its responsibilities. As

ston 31 March, 2017, there were following board committees:

· Audit Committee

· Nomination and Remuneration committee

· Shareholders and Investor grievance

commit tee (Stakeholder Relat ionship

Committee)

· Corporate Social responsibility committee

· Merger Committee

3.1 Audit Committee:stDuring the year ended on 31 March, 2017, Six

meetings of the Audit committee were held as

detailed under:

The composition, names of members, chairperson, and particulars of the meetings and attendance of the

stmembers during the year ended on 31 March, 2017 are as follows:

st*CS Sagar Sharma resigned from the directorship on 31 March, 2017

th**CA Arpan Shah resigned from the directorship on 20 January, 2017

Role of the Committee:

The role of the audit committee include the following:

(1) Oversight of the listed entity's financial reportingprocss and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(2) Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

(a) Matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub- section (3) of Section 134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

(5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

(7) Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

(8) Approval or any subsequent modification of transactions of the listed entity with related parties;

(9) Scrutiny of inter-corporate loans and investments;

(10) Valuation of undertakings or assets of the listed entity, wherever it is necessary;

1. April 11,2016 4 4

2. May 23,2016 4 4

3. July 30,2016 4 4

4. November 14,2016 4 4

5. December 03, 2016 4 3

6. February 13, 2017 3 3

Kavita Jain Chairperson/ 6

Independent director

CS Sagar Sharma* Member/ 6

Independent Director

Dharmendra Member/ 5

Bhuchhada Independent Director

CA. Arpan Shah** Member/Non-Executive 5

Director

Sr.

No.

Date Of Audit Committee

Meeting

Total strength

of committee

Attendance

Name of Director Category No. of meetings

Attended

58

(11) Evaluation of internal financial controls and risk management systems;

(12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

(13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(14) Discussion with internal auditors of any significant findings and follow up there on;

(15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

(16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(18) To review the functioning of the whistle blower mechanism;

(19) Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

(20)Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Powers of Committee:

The Audit Committee have the following powers:

· To investigate any activity within its terms of reference.

· To seek information from any employee.

· To obtain outside legal or other professional advice whenever necessary.

· To secure at tendance of outs iders wi th relevant expertise, if it considers necessary.

· The audit committee shall mandatorily review the following information:

(1) Management discussion and analysis of financial condition and results of operations;

(2) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

(3) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(4) Internal audit reports relating to internal control weaknesses; and

(5) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

(6) Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if appl icable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

3.2 Nomination and Remuneration committee:stDuring the year ended on 31 March, 2017, two

meetings of the Nomination and remuneration committee were held as detailed under:

The composition, names of members, chairperson, and particulars of the meetings and attendance of the

stmembers during the year ended on 31 March, 2017 are as follows:



Role of the Committee:

The role of the Nomination and Remuneration committee shall include the following:

(1) formulation of the criteria for determining qua l i f i ca t ions , pos i t i ve a t t r ibu tes and independence of a director and recommend to the board of directors a policy relating to, the

1. April 11,2016 4 4

2. November 14,2016 4 4

CS Sagar Sharma* Chairperson/ 2


Kavita Jain Member/ 2





Director

Sr.

No.


Meeting

Total strength

of committee

Attendance


Attended

59

remuneration of the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

The Nomination and Remuneration Committee shall ensure that—

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) Remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

Performance Evaluation Criteria

The Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of every director including Independent director and the Board and its committees pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Individual Directors were evaluated on various performance indicators including the following:

· Attendance and Participation at the Board and Committee Meetings.

· Integrity and Maintaining Confidentiality

· Effective deployment of Knowledge and Expertise

· Interpersonal Relationships with other Directors and Management

· Acting in good faith and interest of Company as a Whole.

· Assist the Company in implementing the good corporate governance practices.

· Contributes to strategy and relevant aspects

impacting company's performance and such other factors as deemed appropriate by the committee.

· protect the interests of all stakeholders and balance the conflicting interest of the stakeholders

The board and committee were evaluated on the various parameters including:

· Size, structure and expertise of the Board.

· Frequency of Meetings

· Effective discharge of functions and duties by Board and Committee prescribed under the law and as per terms of reference.

· Ensuring the integrity of the company's accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee)

· Working in the interests of all the stakeholders of the company and such other factors.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by the board. The Guidance note on Board evaluation issued by SEBI vide circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017 was also considered at the time of performance evaluation.

Remuneration to Directors:

a) Remuneration to Executive Directors:

The details of remuneration paid to the Executive Directors of the Company for the year 2016-17 are as follows:

* Mahendra Agrawal and CA Arpan Shah resigned from ththe Directorship of the company w.e.f 20 January, 2017

** Manoj Agrawal was appointed as Director of the thcompany w.e.f 14 November, 2016.

*** Kushal Agrawal was appointed as the Additional thDirector of the company w.e.f 20 January, 2017

b) Remuneration to Non-Executive Directors

During the financial year the Non-Executive Directors do not have any pecuniary relationship or transactions with the Company.

The terms and conditions for appointment of Independent Directors is available on the website of the Company: www.kushaltradelink.com

Sandeep Agrawal 12.00

Mahendra Agrawal* 9.65

Manoj Agrawal** 3.40

Kushal Agrawal*** 1.16

Name Salary Paid (excluding perquisites) ( ` In Lakhs)

60

c) Criteria for Making payment to Non-Executive Directors

The Non-Executive Directors are paid sitting fees of ` 6000/- per meeting of the Board taking into consideration the financial position and performance of the company. No commission is being paid to the Non-Executive Directors/Independent Directors.

The details of remuneration paid to the Non-Executive Directors of the Company for attending the Board/Committee Meetings for the year 2016-17 are as follows:

th*CA Arpan Shah resigned from the directorship on 20 January, 2017

** CS Sagar Sharma resigned from the directorship on st31 March, 2017

*** Anil Soni was appointed as Directors of the company thw.e.f 14 November, 2016.

During 2016-17, the Company did not advance any loan to any of its Directors. Further no Director has been granted any stock options of the Company during the year.

3.3 Shareholder and Investor Grievance Committee (Stakeholder Relationship Committee)

During the year ended on 31st March, 2017, four meetings of the Shareholder and Investor Grievance Committee (Stakeholder Relationship Committee) were held as detailed under:

CA Arpan Shah* 0.54

CS Sagar Sharma** 0.66

Dharmendra Bhuchhada 0.78

Kavita Jain 0.54

Anil Soni*** 0.36

Name Sitting Fees Paid ( ` In Lakhs)

The composition, names of members, chairperson, and

particulars of the meetings and attendance of the stmembers during the year ended on 31 March, 2017 are

as follows:

During the year ended on 31st March, 2017, four meetings of the Corporate Social Responsibility Committee were held as detailed under:

1. April 11,2016 4 4

2. July 30,2016 4 4

3. November 14,2016 4 4

4. February 13, 2017 3 3

Sr.

No.


Meeting

Total strength

of committee

Attendance

1. April 11,2016 3 3

2. July 15,2016 3 3

3. October 03,2016 3 2

4. January 02,2017 3 2

Sr.

No.


Meeting

Total strength

of committee

Attendance

0 3 3 0



Role of the committee:

The role of the Shareholder and Investor Grievance committee shall include the following:

The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

Information on Investor Complaints of Financial year 2016-17:

3.4 Corporate Social Responsibility Committee:

The Corporate Social Responsibility committee was reconstituted by the board in its meeting held on

th20 January, 2017 as under:

Dharmendra Independent Director Chairman

Bhuchhada

Sandeep Agrawal Managing Director Member

Kushal Agrawal Additional (Executive) Member

Director

Name of Director Designation

CS Sagar Sharma* Chairperson/ 4


Kavita Jain Member/ 4





Director


Attended

Position in

Committee

BroughtForward

Receivedduring the

Year

Settled/Redressed during the

Year

CarriedForward

61

The composition, names of members, chairperson, and

particulars of the meetings and attendance of the stmembers during the year ended on 31 March, 2017 are

as follows:

**CA Arpan Shah resigned from the directorship on th20 January, 2017

Terms of Reference of the committee

(a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII

(b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

(c) Monitor the Corporate Social Responsibility Policy of the company from time to time.

(d) Ensure that it does not include the activities undertaken in pursuance of normal course of business of a company.

(d) Ensure that the surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of company.

3.5. Merger Committee:

The board of directors in its meeting held on 5th January, 2017 gave their consent to the proposal of the Amalgamation/Merger of M/s. Kushal Infrastructure Private Limited, M/s. Ashapura Paper Mills Private Limited, and M/s. Kushal Wealth Creators Private Limited with Kushal Tradelink Limited subject to the Valuation of the Transferor Companies and/or Swap Ratio of all the concerned four companies being carried out/ to be f inal ised according to relevant provisions/regulations of Companies Act, 2013, SEBI and other applicable laws.

Accordingly, a Merger committee was constituted by the thboard on 5 January, 2017 for execution of the said

amalgamation consisting of the following directors:

Dharmendra Chairperson/ 4

Bhuchhada Independent director

Sandeep Agrawal Member/ 4



Director


Attended

*CS Sagar Sharma resigned from the directorship of the stcompany on 31 March, 2017.

thThe board of directors in its meeting held on 20 January, 2017 gave their consent to the proposal of amalgamation of M/s. Riddhi Siddhi Recyclers Private Limited with Kushal Tradelink Limited, which was added to the group of companies viz: M/s. Kushal Infrastructure Private Limited, M/s. Ashapura Paper Mills Private Limited, and M/s. Kushal Wealth Creators Private Limited proposed to merge with Kushal Tradelink Limited.

AttendancethOne meeting of the Merger committee was held on 18

March, 2017 and all the members of the committee were present in the meeting.

Terms of Reference of the committee:

a) to deal/ liaise with the Transferor Companies,

b) to engage/ Appoint Counsels, Solicitors, Advocates, Consultants, Chartered Accountants and other professionals for giving effect to the proposed Amalgamation/Merger,

c) to recommend to the Audit Committee and Board the Valuation and/or Share Exchange Ratio after getting due consensus from the Transferor Companies,

d) prepare a draft scheme of Amalgamation/Merger and recommend the same to the Board for their approval and

e) do all acts and things as may be considered necessary and expedient in relation to the proposed Amalgamation/Merger.

Note: The Merger Committee was dissolved by the board after the Closure of the financial year 2016-17

Sandeep Agrawal Managing Director Chairman

CS Sagar Sharma* Independent Director Member

Anil Soni Independent Director Member

Name of Director Designation Position in

Committee

62

4 Shareholders:

a). General Body Meetings.

i). Last Three Annual General Meetings:

The Location and time of the Annual General Meetings held during the last three years and special resolutionspassed

Year Day, date and time Venue Special Resolution passed

Plot no. 43, B/s Navneet Prakashan p ress , B /h Gov t 'G ' Co lony, Sukhramnagar, Gomtipur, Ahmedabad- 380023

Plot No. 115, Kushal House, Opp. Hotel Nest, Off C.G Road, Navrangpura, Ahmedabad-380009

Plot No. 115, Kushal House, Opp. Hotel Nest, Off C.G Road, Navrangpura, Ahmedabad-380009

FridayAugust 22, 2014

11:00 AM

SaturdayJuly 4, 201512:30 PM

FridayJuly 15 201611:00 AM

2013-14

2014-15

2015-16

Authority to Board of the Directors to Borrow upto Rs. 150 cr.

Authority to Board of Directors for mortgaging/charging Immovable and Movable Properties of the company.

Authority to enter into Business Transaction with Ashapura Paper Mills Private Limited.

Authority to enter into Business Transaction with Riddhi Siddhi Recyclers Private Limited.

Nil

Nil

ii). Extraordinary General Meeting

During the period under review, no Extra Ordinary General Meeting was held.

b) Postal Ballot

During the Financial year 2016-17, two Postal ballots were conducted in November 2016 and January 2017.

Snapshot of the voting results of the Postal Ballots conducted is as follows:

Date of Postal Ballot Notice: November 14, 2016

Voting Period: December 3, 2016 (9:30 AM) (IST) and ends on January 1, 2017 (5:30 PM) (IST)

Date of Declaration of Result & approval: January 3, 2017

Name of the resolution Type of

Resolution

No. of votes

valid

Votes cast in favour Votes cast against

No of Votes No of Votes% %

Amendment Of The Main Object Special 55237913 55237913 100% - -Clause In The Memorandum Of ResolutionAssociation Of The Company

Deletion Of The Other Objects Clause Special 55237913 55234363 99.99% 3550 0.01%Of The Memorandum Of Association Resolution

Adoption Of New Set Of Articles Special 55237223 54897362 99.38% 339861 0.62% Resolution

Appointment Of Mr. Manoj Tulsiram Ordinary 55237913 55237113 100% 800 0.00Agrawal(Din-00225494) As An ResolutionExecutive Director

63

Name of the resolution

Name of the resolution

Type of

Resolution

Type of

Resolution

No. of votes

valid

No. of votes

valid

Votes cast in favour

Votes cast in favour

Votes cast against

Votes cast against

No of Votes

No of Votes

No of Votes

No of Votes

%

%

%

%

Appointment Of Mr. Anil Soni Ordinary 55237913 55234363 99.99% 3550 0.01%(DIN: 07579989) as an ResolutionIndependent Director

Re-Appointment Of Ms. Kavita Jain Ordinary 55237913 54897252 99.99% 340661 0.62%(DIN: 05295442) as an ResolutionIndependent Director

Re-Appointment Of Cs Sagar Sharma Ordinary 55237913 55237113 100% 800 0.00(DIN : 06473984) as an ResolutionIndependent Director

Re-Appointment Of Mr. Dharmendra Ordinary 55237913 55234363 99.99% 3550 0.01%Bhuchhada (DIN: 06468613) as an ResolutionIndependent Director

Increase In The Authorized Share Special 81972415 81970995 99.99% 1420 0.01%Capital Of The Company And ResolutionConsequent Alteration In TheMemorandum Of Association OfThe Company

Approval Of Issue Of Bonus Shares Special 81973315 81972420 100% 895 0.00 Resolution

Appointment Of Statutory Auditor Special 81968255 81966951 99.99% 1304 0.01%Arising Out Of Casual Vacancy Resolution

Date of Postal Ballot Notice: January 20, 2017

Voting Period: January 29, 2017 at 9:30 AM (IST) and ends on February 27, 2017 at 5:30 PM (IST)

Date of Declaration of Result & approval: March 1, 2017

c). Communication to Shareholders

The financial results of the company are generally published in Business Standard (English Daily newspaper), Jan Satta (vernacular language newspaper) and/or Financial Express (All Editions)

The company supports the 'Green Initiative' undertaken by the Ministry of Corporate Affairs, Government of India and sends the Annual Reports, Intimation for Dividend

Payment, Notices related to General Meetings and Postal ballot by email to those shareholders whose email ids are registered with the company. The hard copies are sent to those shareholders whose email ids are not registered.

Up-to-date financial results, annual reports, shareholding patterns and other general information about the Company are available on the Company's website www.kushaltradelink.com.

64

d). General Shareholder information:

Sr.no.

Salient Items of Interest Particulars

tha) Annual General Meeting 17th Date and Day Saturday, 30 September, 2017

Time 10:00 AM

Venue Seminar Hall ,Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad- 380 015

b) Financial year April 1st 2016 to March 31st 2017

c) Final Dividend Payment Nil

d) Listing on stock Exchange The Company's equity shares are listed on: BSE LIMITED P. J. Towers, Dalal Street, Fort, Mumbai – 400 001. The listing fee for the year 2016-17 has been paid.

e) Stock code/Symbol 536170/KUSHAL

f) Registrar and Share Transfer Agent BIGSHARE SERVICES PRIVATE LIMITED

Mumbai Branch:

1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road,Marol, Andheri (East),Mumbai,Maharashtra,400059 Tel No.: +91 – 22 – 40430200 /62638200 Fax No.: +91 – 22 – 28475207 / 62638299 Email: [email protected] Website: www.bigshareonline.com

Ahmedabad Branch:

A/802, Samudra Complex ,Near Klassic Gold, Hotel Girish Cold Drink Off C.G. Road, Navrangpura, Ahmedabad-380009 Tel: 91-079-40024135 Website: www.bigshareonline.com email: [email protected]

g) Dematerialization of shares and liquidity As on March 31, 2017, 99.99 % of the total issued, subscribed and paid-up equity share capital of the Company were held in dematerialized form. The Equity Shares of the Company are regularly traded on the BSE Limited.

h) Share Transfer System The Board has authorised Registrar and Share Transfer Agents for processing of share transfers, which has been approved by the Stakeholders Relationship Committee.

i) Payment of Depository Fees Annual Custody/Issuer fee for the year 2016-17 has been paid by the Company to NSDL and CDSL

j) Outstanding GDRs/ADRs/warrants or Nil any convertible instruments, conversion date and likely impact on equity

k) Address for correspondence Plot No.115, “Kushal House”, Opp. Hotel Nest, Off. C.G Road, Navrangpura, Ahmedabad-380009, Gujarat, India. E-Mail: [email protected] Website: www.kushaltradelink.com

65

l). a). Market price data- high, low during each month in financial year 2016-17

Month High Price Low Price No.of Shares Traded/Volume

Apr-16 134.7 120.3 27142411

May-16 150 134.3 50128333

Jun-16 153.55 146.7 40051070

Jul-16 158.25 152.5 25390572

Aug-16 163 158.1 27460059

Sep-16 169.5 162.65 19219062

Oct-16 301.9 196 22384488

Nov-16 353.5 311.95 27372661

Dec-16 550.85 353.8 43234232

Jan-17 611.1 550.9 23606391

Feb-17 551.1 449.85 46616

Mar-17* 440.9 179.95 137843

*Note: Bonus in the ratio of 1:1 was allotted on 18th March, 2017

High and low are in rupees per traded share

Source: Websites of the respective stock exchanges

b). KTL's share price at the BSE versus the Sensex

KTL's share performance compared to the BSE Sensex for FY 2016-17 is as follows:

* Based on the relative movement of the Closing Prices of KTL and Sensex

100.00%

80.00%

60.00%

40.00%

20.00%

0.00%

-20.00%

-40.00%

Apr-16 May-16

Relative Movement of Sensex Relative Movement of KTL

Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17

66

stm). Shareholding Pattern as on 31 March, 2017

a). Distribution of shareholding by size class as on March 31, 2017:

b). Distribution of shareholding by ownership as on March 31, 2017:

c). Shares held in Physical and Dematerialised Form

Breakup of physical and dematerialised shares as on March 31, 2017:

d) Subsidiary Companies

1-500 24158 74.93 2450311 1.03

501-1000 2712 8.41 2077584 0.88

1001-2000 1827 5.67 2794185 1.18

2001-3000 765 2.37 1918367 0.81

3001-4000 449 1.40 1624811 0.68

4001-5000 279 0.86 1281555 0.54

5001-10000 811 2.51 6013195 2.53

10001-9999999999 1242 3.85 219106602 92.35

Total 32243 237266610 100

Number of shareholders Shareholders % No. of Shares Shareholding %

A. Promoter's holding

Promoters 154986610 65.32

Total (A) 154986610 65.32

B. Public

Corporate Bodies 5387138 2.27

Foreign Institutional Investor 956732 0.40

Foreign Portfolio Investor 640772 0.27

Non-Resident Indians 1514755 0.64

Clearing Members 3024907 1.28

Nationalised Banks 44 0.00

Trusts 2 0.00

Individual Shareholders 70755650 29.82

Total (B) 82280000 34.68

Total (A+B) 237266610 100

Category Shares held (No.) % of holding

Physical 12 0.0001

Demat 237266598 99.99

237266610 100

Category Shares held (No.) % of holding

Name of Subsidiary Date of Incorporation Country Business % of Shareholding

Kushal Impex Pte Ltd. January 16, 2014 Singapore General Wholesale Trade 100 (Including General Importers And Exporters)

Kashish WorldWide January 10, 2016 UAE General Trading Import & Export 100 -F.Z.E

Shareholding of Nominal

67

The Company has formulated a policy for determining

material Subsidiaries. The said policy has been also put

up on the website of the Company at:

(http://www.kushaltradelink.com/pdf/Policies/05.%20Po

licy%20for%20Determining%20Material%20Subsidiary

.pdf)

5) Other Disclosures

a) Disclosure of Related Party Transactions

The Company has formulated a policy on materiality of

related party transactions and also on dealing with

related party transactions. The said policy has been also

put up on the website of the Company at:

(http://www.kushaltradelink.com/pdf/Policies/07.%20Po

licy%20on%20Related%20Party%20Transactions.pdf)

The transactions with the companies, where the

Directors of the Company were interested, were in the

ordinary course of business and were at arm's length

basis.

A Disclosure of Related Party Transactions as required

under Accounting Standards (AS) 18 issued by Institute

of Chartered Accountants of India (ICAI), forms part of

the notes to the Financial Statements in the Annual

Report.

b) Statutory Compliance, Penalties and Strictures:

The Company has complied with the requirements of the

Stock Exchanges / SEBI / and Statutory Authorities to the

extent applicable, and accordingly no penalties have

been levied or have been imposed on the Company on

any matter related to capital markets, during the last 3

years.

c) Code of Conduct

Your Company has laid down a Code of Conduct

(“Code”) for all the Board Members and Senior

Management Personnel of the Company. The Code is

available on the website of the Company i.e.,

www.kushaltradelink.com. All Directors and Senior

Management Personnel of the Company have affirmed

compliance with the Company's Code of Conduct for the

financial year ended March 31, 2017.

A declaration signed by the Chairman and Managing

Director (CMD) to this effect is annexed herewith to the

Report on Corporate Governance in the Annual Report.

d). Reconciliation of Share Capital Audit

In line with the requirements stipulated by Securities and

Exchange Board of India (SEBI), Reconciliation of Share

Capital Audit is carried out on a quarterly basis by the

statutory auditor to confirm that the aggregate number of

equity shares of the Company held in National Securities

Depository Limited (NSDL) and Central Depository

Services (India) Limited (CDSL) tally with the total

number of issued, paid-up, listed and admitted capital of

the Company.

e) Prevention of Insider Trading

The Company has adopted an Insider Trading Policy to

regulate, monitor and report trading by insiders under the

SEBI (Prohibition of Insider Trading) Regulations, 2015.

The policy is available on our website:

(http://www.kushaltradelink.com/pdf/Policies/08.%20C

ode%20of%20Internal%20Procedures%20of%20Insid

er%20Trading.pdf)

f) Details of Non-compliance

There has not been any non-compliance of mandatory

requirements, expected of the Company. No penalties or

strictures were imposed on the Company by the Stock

Exchanges, SEBI, or any statutory authority for matters

related to capital markets during the last 3 years.

g). Details of Compliance with Corporate Governance Requirements

Board composition 17(1) Yes

Meeting of Board of Directors 17(2) Yes

Review of Compliance Reports 17(3) Yes

Plans for orderly succession for appointments 17(4) Yes

Code of Conduct 17(5) Yes

Fees/compensation 17(6) Yes

Minimum Information 17(7) Yes

Item Compliance status (Yes / No / NA)

68

Compliance Certificate 17(8) Yes

Risk Assessment & Management 17(9) Yes

Performance Evaluation of Independent Directors 17(10) Yes

Composition of Audit Committee 18(1) Yes

Meeting of Audit Committee 18(2) Yes

Composition of Nomination & Remuneration Committee 19(1) & (2) Yes

Composition of Stakeholders' Relationship Committee 20(1) & (2) Yes

Composition and role of Risk Management Committee 21(1),(2),(3),(4) NA

Vigil Mechanism22YesPolicy for related party transaction 23(1),(5),(6),(7) Yes & (8)

Prior or Omnibus approval of Audit Committee for all 23(2), (3) Yesrelated party Transactions

Approval for material related party transactions 23(4) Yes

Composition of Board of Directors of unlisted material 24(1) NASubsidiary

Other Corporate Governance requirements with respect 24(2),(3),(4),(5) NAto subsidiary of listed entity & (6)

Maximum Directorship & Tenure 25(1) & (2) Yes

Meeting of Independent Directors 25(3) & (4) Yes

Familiarization of Independent Directors 25(7) Yes

Memberships in Committees 26(1) Yes

Affirmation with compliance to code of conduct from 26(3) Yesmembers of Board of Directors and senior managementpersonnel

Disclosure of Shareholding by Non-Executive Directors 26(4) YesPolicy with respect to Obligations of Directors and

senior management personnel 26(2) & 26(5) Yes

Other Corporate Governance requirements 27(2) Yes

Terms and conditions of appointment of Independent 46(2)(b) YesDirectors

Composition of various committees of Board of Directors 46(2)(c) Yes

Code of conduct of Board of Directors and senior 46(2)(d) Yesmanagement Personnel

Details of establishment of vigil mechanism/ 46(2)(e) YesWhistle Blower policy

Criteria of making payments to Non-Executive Directors 46(2)(f) NA

Policy on dealing with related party transactions 46(2)(g) Yes

Policy for determining 'material' subsidiaries 46(2)(h) Yes

Details of familiarisation programmes imparted to 46(2)(i) YesIndependent Directors

Item Compliance status (Yes / No / NA)

h). Disclosures with respect to demat suspense account/ unclaimed suspense account – Not Applicable

Place: Ahmedabad ��Date: August 16, 2017

For and on Behalf of the Board

Sandeep Agrawal(��Chairman and Managing Director)

(DIN: 00239648)

69

Certificate under Regulation 17(8) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015

DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we

hereby certify that:

A) We have reviewed Financial Statements and the Cash Flow Statement for the year and that to the best of our

knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

(ii) these statements together present a true and fair view of the listed entity's affairs and are in compliance

with existing Accounting Standards, applicable laws and regulations.

B) There are, to the best of our knowledge and belief, no transactions entered into by the listed entity during the year

which are fraudulent, illegal or violative of the listed entity's code of conduct.

C) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have

evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have

disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if

any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D) We have indicated to the Auditors and the Audit committee:

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in Accounting Policies during the year and that the same have been disclosed in the

notes to the Financial Statements; and

(3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the listed entity's internal control system over

Financial Reporting.

DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT

I hereby confirm that the Company has obtained from all the members of the Board and Senior Personnel,

affirmation that they have complied with the Code of Business Conduct and Ethics for Directors/Senior

Personnel for the Financial Year 2016-17


Place: Ahmedabad �� Date: August 16, 2017��

Sandeep AgrawalChairman and Managing Director

(��DIN: 00239648)

CA Vimal ShahChief Financial Officer


Sandeep AgrawalChairman and Managing Director

(��DIN: 00239648)Place: Ahmedabad��Date: August 16, 2017

70

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members,Kushal Tradelink Limited.

We have examined the compliance of conditions of Corporate Governance by Kushal Tradelink Limited, for the year ended on 31st March 2017, as stipulated in Regulations 17-27, clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17-27, clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), as applicable

We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

This Certificate is issued solely for the purpose of complying with the aforesaid Regulations and may not be suitable for any other purpose.

For Devadiya & AssociatesChartered Accountants

CA Sandip Kothari Partner

FRN NO:123045WMembership No. 118849


71

MANAGEMENT DISCUSSION AND ANALYSIS REPORTFOR THE FINANCIAL YEAR ENDED 2016-17

(a) Industry structure and developments :

During the year under review, the group has strengthened its grip over its unique model of business in domestic as well as overseas market. Further the product range has also been diversified to include varied products and merchandise. This has helped and will continue to help the company in developing a sustained business model without getting impacted by the sectoral trends of business.

The company has changed its main object clause to include in its scope many activities along with trading viz. Paper Manufacturing, entering to entertainment industry, infrastructure development like affordable housing, industrial park development and entering into textile industry.

As a business strategy, the company has gone for backward integration and proposed the merger of 3 Kraft Paper Manufacturing Unit having total capacity of 400 TPD capacity located at different places in Gujarat. This is going to result in added profitability in the business model of the company.

Along with that one Infrastructure Development company has also been proposed to be merged which will enable the company to establishment strong

footprints in the area of infrastructure development which is the need of the day for the company.

The year under review was phenomenal in the sense that it witnessed a historic step of demonetization by the Govt. of India. It affected certain unorganized sector for 2-3 months. However the businesses got stabilized and the economy was back on track very soon. Indian banking is facing an acute problem of rising bad loans and an faster resolution for the same is the priority of RBI and Government.

The company as a strategy is open on strategic acquisitions and viable business opportunities through which the company will be developing a sustainable, diversified business model.

(b) Opportunities and Threats :

The company has adopted diversified its businesses and this will result in opportunities for the company to maximize its profitability by overcoming sectoral adversities.

Threats are coming from the fact that diversities of business many a times result in mismanagement of the businesses. However the company is deployed a professional management with experts for respective fields to overcome this threat.

( ` in lakhs)

Segment revenue

a) Segment revenue from sales to external customers and 38421.84 170076.23 27617.97

b) Segment revenue from transactions with other segments; NIL NIL NIL

Segment result 920.30 14240.35 497.19

Total carrying amount of segment assets 19550.33 51831.73 21963.68

Total amount of segment liabilities 10492.03 37123.27 20397.05

Total cost incurred during the period to acquire segment assets NIL NIL NIL

that are expected to be used during more than one period

(tangible and intangible fixed assets)

Total amount of expense included in the segment result for NIL NIL NIL

depreciation and amortisation in respect of segment assets

for the period

Total amount of significant non-cash expenses, other than NIL NIL NIL

depreciation and amortisation in respect of segment assets,

that were included in segment expense and, therefore,

deducted in measuring segment result.

Particulars India Ajman, U.A.E. Singapore

(c) Segment–wise performance :

stAs on 31 March, 2017, the company had two Wholly Owned Subsidiaries operating from Singapore and Ajman. The Segment wise performance of the Company alongwith its subsidiaries is as follows:

72

(d) Outlook:

The outlooks for the year to come for the group as a whole are quite bullish. The company as a merged entity is set to demonstrate sound results with sustained growth. The impact of implementation of GST will be quite positive on the businesses of the group.

(e) Risks and concerns

The risks for the group lies in its diversity and thereby its exposure to various adversities relating to government policy, country risk etc. However the company is taking a various steps from time to time by keeping up force to mitigate and lower dependence on individual parameter to address the concerns.

(f) Internal control systems and their adequacy

The management of the company has evolved and established effective internal control by developing internal control system on various areas of its business model including its overseas arms. The established internal control systems and procedures are periodically reviewed for suitable modification (if required). The present internal control system is adequate and commensurate with the size of the business. The Detailed Report on the Internal Financial Controls as per Section 143(3)(i) of the Companies Act, 2013 is enclosed as Annexure to the Standalone and Consolidated Auditors Report.

(g) Discussion on financial performance with respect to operational performance

The financial performance of the company remained encouraging. The company, through its conservative yet fine-tuned operational strategies, managed to reduce the cost and increased profitability.

Financial Overview

The analysis of the consolidated financial statements for the year is as follows:

(a). Profit and Loss statement

Revenue from operations (net)

Revenue from operations increased by 48.41% from

` 158990.28 Lakhs in FY 2015-16 to ̀ 235958.42 Lakhs

in FY 2016-17.

Employee Benefit Expenses

The employee benefit expenses increased from � 144.97 Lakhs in FY 2015-16 to � 243.30 Lakhs in FY 2016-17

Other Expenses

Other Expenses include Insurance premium, Audit Fees, Electricity fees, Municipal expenses, rent and other

administrative expenses which stood at ` 456.16 Lakhs

in FY 2016-17 as compared to ` 438.10 Lakhs in FY

2015-16

(b). Balance sheet

Shareholders' funds

Shareholder's funds increased from ̀ 13455.33 Lakhs in

FY 2015-16 to ` 24499.85 Lakhs in FY 2016-17. The

Equity share capital increased from ` 2372.67 Lakhs in

FY 2015-16 to ` 4745.33 Lakhs in FY 2016-17. The

increase in Equity share capital was due to allotment of

Bonus shares of ` 2372.67 Lakhs. Earnings per share

stood at ` 5.91 in FY 2016-17 as compared to ` 4.13 in

FY 2015-16.

Non-Current Liabilities

The balance under this head increased from ` 76.36

Lakhs in FY 2015-16 to ` 675.37 Lakhs in FY 2016-17.

This was due to increase in the Long term borrowings of the company.

Segment Revenue ( ` in lakhs)

Ajman, U.A.E.

India

Singapore

72.03%

16.27%

11.70%

Segment Result ( ` in lakhs)

Ajman, U.A.E.

India

Singapore

90.95%

5.88%

3.17%

73

(h) Material developments in Human Resources / Industrial Relations front, including number of people employed.

The relations with HR have remained healthy during the styear. As on 31 March, 2017, there were 44 permanent

employees on the rolls of the company. There was no material employee turnover during the year under review.

Current Liabilities

The balance under this head declined from ̀ 108759.22

Lakhs in FY 2015-16 to ̀ 67889.35 Lakhs in FY 2016-17.

This was due to repayment of short term borrowings and decrease in Trade Payables.

Fixed Assets

Fixed assets increased to ` 2350.52 Lakhs in FY 2016-

17 as compared to ̀ 1607.71 Lakhs in FY 2015-16

Current Assets

The Balance under this head declined from ̀ 120192.31

Lakhs in FY 2015-16 to ̀ 90214.98 Lakhs in FY 2016-17For and on Behalf of the Board

Sandeep Agrawal (Chairman and Managing Director)

(DIN: 00239648)

Place: Ahmedabad��Date: August 16, 2017��

74

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF,


AHMEDABAD

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial

statements of KUSHAL TRADELINK LIMITED ('the

Company”) which comprise the Standalone Balance

Sheet as at March 31, 2017, the Standalone Statement

of Profit and Loss and the Standalone Cash flow

statement for the year then ended, and a summary of

significant accounting policies and other explanatory

information.

Management's Responsibility for the Financial

Statements

The Company's Board of Directors is responsible for the

matters stated in Section 134(5) of the Companies Act,

2013 (“the Act”) with respect to the preparation and

presentation of these standalone financial statements

that give a true and fair view of the financial position,

financial performance and cash flows of the Company in

accordance with the accounting principles generally

accepted in India, including the Accounting Standards

specified under Section 133 of the Act, read with Rule 7

of the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of

the Act for safeguarding the assets of the Company and

for preventing and detecting frauds and other

irregularities; selection and application of appropriate

accounting policies; making judgments and estimates

that are reasonable and prudent; and design,

implementation and maintenance of adequate internal

financial controls, that were operating effectively for

ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and

presentation of the standalone financial statements that

give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these

standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the

accounting and auditing standards and matters which

are required to be included in the audit report under the

provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the

Standards on Auditing specified under Section 143(10)

of the Act. Those Standards require that we comply with

ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the

financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend

on the auditor's judgement, including the assessment of

the risks of material misstatement of the financial

statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal

financial control relevant to the Company's preparation

of the financial statements that give a true and fair view in

order to design audit procedures that are appropriate in

the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by

the Company's Directors, as well as evaluating the

overall presentation of the financial statements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and

according to the explanations given to us, the aforesaid

standalone financial statements give the information

required by the Act in the manner so required and give a

true and fair view in conformity with the accounting

principles generally accepted in India, of the state of staffairs of the Company as at 31 March, 2017, and its

profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory

Requirements

1. As required by the Companies (Auditor's Report)

Order, 2016 (“the Order”) issued by the Central

Government of India, in terms of Section 143(11) of

the Act, we give in the “Annexure A”, a statement on

the matters specified in paragraphs 3 and 4 of the

Order.

75

2. 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 our knowledge 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

Company so far as it appears from our

examination of those books.

(c) The Standalone Balance Sheet, the

Standalone Statement of Profit and Loss, and

the Standalone Cash Flow Statement dealt

with by this Report are in agreement with the

books of account.

(d) In our opinion, the aforesaid standalone

financial statements comply with the

Accounting Standards 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 st received from the directors as on 31 March,

2017 taken on record by the Board of Directors, st none of the directors is disqualified as on 31

March, 2017 from being appointed as a director

in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal

financial controls over financial reporting of the

Company and the operating effectiveness of

such controls, refer to our separate report in

“Annexure B” and

(g) With respect to the other matters to be included

in the Auditor's Report in accordance with Rule

11 of the Companies (Audit and Auditors)

Rules, 2014, in our opinion and to the best of

our information and according to the

explanations given to us:

I. The Company does not have any pending

litigations which would impact its financial

position.

ii. The Company did not have any long-term

contracts including derivative contracts for

which there were any material foreseeable

losses.

iii. During the year, there has been no delay in

transferring amounts, required to be

transferred, to the Investor Education and

Protection Fund by the Company and

iv. The Company has provided requisite

disclosures in its financial statements as to

holdings as well as dealings in Specified

Bank Notes during the period from 8

November, 2016 to 30 December, 2016

and these are in accordance with the books

of accounts maintained by the Company.

Refer Note 37 to the financial statements.

For Devadiya & Associates�Chartered Accountants

(CA Sandip Kothari)M. No : 118849

FRN No.: 123045W

Date : May 24, 2017Place: Ahmedabad

76

Annexure A to the Auditor's ReportThe Annexure A referred to in our independent auditor's

report to the members of the company on the standalone stfinancial statement for the year ended 31 March, 2017,

we report that:

(i) (a) The company has maintained proper records

showing full particulars, including quantitative

details and situation of fixed assets.

(b) According to the information and

explanations given to us, the fixed assets are

verified in a phased manner by the

management during the year which, in our

opinion is reasonable having regard to the size

of the Company and nature of its assets. No

material discrepancies were noticed on such

verification.

(c) The title deeds of immovable properties are

held in the name of the company.

(ii) As explained to us, physical verification of inventory

has been conducted at reasonable intervals by the

management and no material discrepancies were

noticed during the verification.

(iii) The company has not granted any loans, secured or

unsecured to companies, firms, Limited Liability

Partnerships or other parties covered in the register

maintained under section 186 of the Companies Act,

2013.

As the company has not granted any loans, secured or

unsecured to companies, firms, Limited Liability

Partnerships or other parties covered in the register

maintained under section 186 of the Companies Act,

2013, following points are not applicable incidental to

that.

(a) Whether the terms and conditions of the grant

of such loans are not prejudicial to the

company's interest;

(b) Whether the schedule of repayment of principal

and payment of interest has been stipulated

and whether the repayments or receipts are

regular;

(c) if the amount is overdue, state the total amount

overdue for more than ninety days, and

whether reasonable steps have been taken by

the company for recovery of the principal and

interest;

(iv) In our opinion and according to the information and

explanations given to us, the company has given

corporate guarantee to one of its subsidiary company by

complying the provisions of Section 185 and Section 186

of the Act in respect of the guarantee given.

(v) According to the information and explanation given to

us, the Company has not accepted any deposits from the

public within the meaning of Section 73 to 76 of the Act

and rules framed thereunder. Therefore the provision of

Clause 3(v) of the Order is not applicable to the

Company.

(vi) As per the information and explanation given to us,

the provision of the maintenance of Cost records as

prescribed under sub section (1) of section 148 of

Companies Act 2013 are not applicable to the company

during the year under consideration. Therefore the

provision of Clause 3(vi) of the order is not applicable to

the Company.

(vii) (a) According to the information and explanations

given to us and on the basis of our examination

of the records of the Company, amounts

deducted/ accrued in the books of account in

respect of undisputed statutory dues including

provident fund, employees state Insurance,

income-tax, sales tax, value added tax, duty of

customs, duty of excise, service tax, cess and

other material statutory dues have been

regularly deposited during the year by the

Company with the appropriate authorities.

According to the information and explanations

given to us, no undisputed amounts payable in

respect of provident fund, employees state

insurance, income tax, sales tax, value added

tax, duty of customs, duty of excise, service tax,

cess and other material statutory dues were in

arrears as at 31st March 2017 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 dues of

income tax, sales tax, duty of excise, service

tax , value added tax and duty of customs

which have not been deposited with the

appropriate authorities on account of any

dispute.

77

(viii) The company has not defaulted in repayment of

loans or borrowing to a financial institution, bank,

Government or dues to debenture holders.

(ix) According to the information & explanations given to

us, the Company did not raise any money by way of initial

public offer or further public offer (including debt

instruments), and term loans during the year under

review. Accordingly, Clause 3(ix) of the Order is not

applicable.

(x) According to the information and explanations given

to us, no fraud by the Company or on the Company by its

officers or employees has been noticed or reported

during the course of our audit nor we have been informed

of such case by the Management.

(xi) According to the information and explanations given

to us and based on our examination of the records of the

Company, the Company has paid/provided for

managerial remuneration in accordance with the

requisite approvals mandated by the provisions of

section 197 read with Schedule V to the Act

(xii) In our opinion and according to the information and

explanations given to us, the Company is not a nidhi

company. Accordingly, paragraph 3(xii) of the Order is

not applicable.

(xiii) According to the information and explanations given


Company, transactions with the related parties are in

compliance with sections 177 and 188 of the Act where

applicable and details of such transactions have been

disclosed in the financial statements as required by the

applicable accounting standards.

(xiv) According to the information and explanations given


Company, the Company has not made any preferential

allotment or private placement of shares or fully or partly

convertible debentures during the year.

(xv) According to the information and explanations given


Company, the Company has not entered into non-cash

transactions with directors or persons connected with

him. Accordingly, paragraph 3(xv) of the Order is not

applicable.

(xvi) The company is not required to be registered under

section 45-IA of the Reserve Bank of India Act, 1934.



FRN No.: 123045W Date : May 24,2017

Place: Ahmedabad

78

Annexure B to the Auditor's Report

Report on the Internal Financial Controls under

Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over

financial reporting of KUSHAL TRADELINK LIMITED st(“the Company”) as of 31 March 2017 in conjunction

with our audit of the standalone financial statements of

the Company for the year ended on that date.

Management's Responsibility for Internal Financial

Controls

The Company's management is responsible for

establishing and maintaining internal financial controls

based on the internal control over financial reporting

criteria established by the Company considering the

essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls

over Financial Reporting issued by the Institute of

Chartered Accountants of India (ICAI). These

responsibilities include the design, implementation and

maintenance of adequate internal financial controls that

were operating effectively for ensuring the orderly and

efficient conduct of its business, including adherence to

company's policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records,

and the timely preparation of reliable financial

information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the

Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in

accordance with the Guidance Note on Audit of Internal

Financial Controls over Financial Reporting (the

“Guidance Note”) and the Standards on Auditing, issued

by ICAI and deemed to be prescribed under section

143(10) of the Companies Act, 2013, to the extent

applicable to an audit of internal financial controls, both

applicable to an audit of Internal Financial Controls and,

both issued by the Institute of Chartered Accountants of

India. Those Standards and the Guidance Note require

that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over

financial reporting was established and maintained and if

such controls operated effectively in all material

respects.

Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal financial

controls system over financial reporting and their

operating effectiveness. Our audit of internal financial

controls over financial reporting included obtaining an

understanding of internal financial controls over financial

reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and

operating effectiveness of internal control 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.



opinion on the Company's internal financial controls

system over financial reporting.

Meaning of Internal Financial Controls over

Financial Reporting

A company's internal financial control over financial

reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting

and the preparation of financial statements for external

purposes in accordance with generally accepted

accounting principles. A company's internal financial

control over financial reporting includes those policies

and 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 accounting principles, and that

receipts and expenditures of the company are being

made only in accordance with authorizations of

management and directors of the company; and (3)

provide reasonable assurance regarding prevention or

timely detection of unauthorised acquisition, use, or

disposition of the company's assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls

Over Financial Reporting

Because of the inherent limitations of internal financial

controls over financial reporting, including the possibility

of collusion or improper management override of

controls, material misstatements due to error or fraud

may occur and not be detected. Also, projections of any

79

evaluation of the internal financial controls over financial

reporting to future periods are subject to the risk that the

internal financial control over financial reporting may

become inadequate because of changes in conditions,

or that the degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, to the best of our information & according

to the explanations given to us, the Company has, in all

material respects, an adequate internal financial controls

system over financial reporting and such internal

financial controls over financial reporting were operating steffectively as at 31 March 2017, based on the internal

control over financial reporting criteria established by the

Company considering the essential components of

internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India.



FRN No.: 123045W

Date : May 24,2017Place: Ahmedabad

80

( ` in lakhs)

The accompanying Notes are an integral part of the Financial Statements.

For Devadiya & Associates ��Chartered Accountants ��

Place: Ahmedabad��Date: May 24, 2017��

CA Sandip Kothari��Partner ��M. No: 118849 ��FRN No.:123045W

For and on behalf of the Board of

Sandeep Agrawal

Managing Director��(DIN: 00239648)��

Manoj Agrawal

Director

(DIN: 00225494)

CS Mittali Christachary� Company Secretary ��

CA Vimal Shah

Chief Financial Officer

Particulars Notes As at 31 March,2017

As at 31 March,2016

A EQUITY AND LIABILITIES

1 Shareholders' Funds

(a) Share Capital 3 2372.674745.33

(b) Reserves and Surplus 4 3154.614312.97

5527.289058.30

2 Non-current Liabilities

(a) Long Term Borrowings NILNIL

(b) Deferred Tax Liabilities (Net) 5 57.8692.03

(c) Long Term Provisions 6 18.5019.99

76.36112.02

3 Current Liabilities

(a) Short Term Borrowings 7 3876.48NIL

(b) Trade Payables 8 874.389154.98

(c) Other Current Liabilities 9 115.59156.63

(d) Short Term Provisions 10 640.361068.40

5506.8110380.01

11110.45TOTAL (1+2+3) 19550.33

B ASSETS

1 Non-Current Assets

(a) Fixed Assets

Tangible Assets 11 1604.881553.49

(b) Non-current Investment 12 352.52352.52

(c) Long Term Loans and Advances 13 134.32134.32

(d) Other Non-current Assets 14 85.4796.71

2177.192137.04

2 Current Assets

(a) Inventories 15 227.59456.75

(b) Trade Receivables 16 6073.9810523.35

(c) Cash and Bank Balance 17 998.18679.82

(d) Short Term Loans and Advances 18 1540.825564.44

(e) Other Current Assets 19 92.69188.93

8933.2617413.29

11110.45TOTAL (1+2) 19550.33

Significant Accounting Policies & 1 to 39

Notes on Financial Statements

Balance Sheet as at 31 March, 2017 (Standalone)

81

( ` in Lakhs except EPS)






Sandeep Agrawal


Manoj Agrawal

Director

(DIN: 00225494)


CA Vimal Shah


Particulars Notes For the year ended

31 March, 2017

For the year ended

31 March, 2016

CONTINUING OPERATIONS

1. Revenue From Operations 20 33864.4538421.84

2. Other Income 21 1911.176973.91

3. 35775.62Total Revenue (1+2) 45395.75

4. Expenses

(a) Purchases of Merchandise 22 31117.7037025.18

(b) Changes in Inventories of Stock in Trade 23 769.87(229.16)

(c) Employee Benefit Expenses 24 144.97163.36

(d) Finance Costs 25 670.7867.03

(e) Depreciation and Amortization Expenses 11 63.0261.12

(f) Other Expenses 26 192.49350.43

5. 32958.83Total Expenses 37437.96

6. Profit / (Loss) Before Exceptional and

2816.79Extraordinary Items and Tax (3 - 5) 7957.79

7. Exceptional Items NILNIL

8. Profit / (Loss) Before Extraordinary Items

2816.79and Tax (6 + 7) 7957.79

9. Extraordinary Items NILNIL

10. 2816.79Profit / (Loss) Before Tax (8 + 9) 7957.79

11. Tax Expense:

(a) Current Tax Expense 742.941551.68

(b) Tax Expense relating to Prior Years (13.30)(6.28)

(c) Net Current Tax Expense 729.641545.40

(d) Deferred Tax Provision 29.5634.16

12. 759.20Total Tax Expense 1579.56

13. 2057.59Profit / (Loss) from Continuing Operations (10 +12) 6378.23

14. Earnings per share (Face Value of Rs. 2/- each):

Basic & Diluted

(i) Continuing operations 0.872.69

(ii) Total operations 0.872.69

Significant Accounting Policies & 1 to 39

Notes on Financial Statements

Statement of Profit and Loss for the year ended 31 March, 2017 (Standalone)

82

Cash Flow Statement for the year ended 31 March 2017 (Standalone)( ` in Lakhs )

Particulars For the year ended

31 March, 2017

For the year ended

31 March, 2016

Cash Flows from Operating Activities

Net Profit Before Taxation 7957.79 2816.79

Adjustment for

Depreciation 63.0261.12

Interest Expenses 671.0667.03

Interest Income (76.48)(48.79)

Profit / Loss on Sale of Fixed Assets 7.697.99

Rent Income (18.38)(26.32)

Gratuity 2.572.19

Dividend from WOS (1824.00)(6906.40)

Foreign Exchange Fluctuations NIL16.82

Other Non Cash Incomes NIL(5.72)

Operating Profit Before Working Capital Changes 1125.71 1642.27

Changes in Current Assets ( excluding cash and bank balances) 2403.70(8252.22)

Change in Debtors 2093.19(4449.37)

Change in Stock (Traded Goods) 769.87(229.16)

Change in Other Current Assets (459.36)(3573.69)

Changes in Current Liabilities( excluding dividend and debts) 8321.64 (2.11)

Change in Creditors (94.40)8280.60

Change in Other Current Liabilities 92.2941.04

Cash Generated From Operations 1195.13 4043.86

Income Tax for the Current Year ( excluding deferred tax) 393.581825.28

Cash From Operations Before Extraordinary Items (630.15) 3650.28

Extraordinary Items NILNIL

Net Cash From Operating Activities ( 1 ) (630.15) 3650.28

Cash Flows from Investing Activities

Dividend Received From WOS 1824.006906.40

Rent Income 18.3826.32

Interest Income 56.775.91

Purchase / Sale of Fixed Assets 1.01(13.00)

Change in Non current assets 83.2211.24

Net Cash From Investing Activities ( 2 ) 6936.87 1983.38

Cash Flows from Financing Activities

Change in Bank finance (2280.42)(3876.48)

Dividend Paid (2332.49)(2135.40)

Interest Expenses (671.06)(67.03)

Net Cash From Financing Activities ( 3 ) (6078.91) (5283.97)

Net increase in Cash / Bank Balance ( 4 )=(1)+(2)+(3) 227.81 349.69

Cash & Cash Equivalents at the Beginning of Period ( 5 ) 357.01 7.32

Cash & Cash Equivalents at the End of Period ( 4 ) + ( 5 ) 584.82 357.01





Sandeep Agrawal


Manoj Agrawal

Director

(DIN: 00225494)


CA Vimal Shah


83

Notes forming part of the Standalone Financial Statementsstfor the year ended 31 March, 2017

1. Corporate Information

Kushal Tradelink Limited (KTL) is a Public Company

listed on BSE domiciled in India incorporated under

Companies Act, 1956. The company is engaged in the

business of trading of various kinds of Merchandise.

2. Summary of Significant Accounting Policies

� a) Basis of Preparation of Financial Statement

i) The Financial Statements of the company

have been prepared and presented in

accordance with the Generally Accepted

Accounting Principles in India (Indian GAAP)

under the historical cost convention on an

accrual basis. The company has prepared

these financial statements to comply in all

material respects with the Accounting

Standards notified under the Companies

(Accounting Standard) Rules, 2006 (as

amended) and the relevant provisions of the

Companies Act, 2013. The accounting policies

adopted in the preparation of the financial

statements are consistent with those of

previous year.

ii) Use of Estimates

The preparation of the financial statements in

conformity with Indian GAAP requires the

management to make judgment, estimates

and assumptions that affect the reported

amounts of assets and liabilities and

disclosures of contingent liabilities on the date

of financial statements and reported amounts

of revenues and expenses for the year.

Although these estimates are based on

Management's best knowledge of current

events and actions, uncertainty about these

assumptions and estimates could result in the

outcomes different from the estimates.

Estimates and underlying assumptions are

reviewed on an ongoing basis. Any revision to

account ing est imates is recognized

prospectively in the current and future periods.

iii) Current & Non-Current Classification

All the assets and liabilities have been

classified as current or non-current as per the

company's normal operating cycle and other

criteria set out in Schedule III to the

Companies Act, 2013. Based on the nature of

activities and time between the activities

performed and their subsequent realization in

cash or cash equivalents, the company has

ascertained its operating cycle as 12 months

for the purpose of current/ non –current

classification of assets and liabilities.

b) Valuation of Inventories (Stock-in-trade)

Inventories (Stock-In-Trade) are valued at lower

of Cost or Net Realisable Value by following FIFO

Method.

c) Cash Flow Statement

i)� Cash & cash Equivalents (for purpose of

cash flow statement)

Cash comprises cash on hand and demand

deposit with banks. Cash Equivalents are

short-term balances (with an original maturity

of three months or less from the date of

acquisition), highly liquid investments that are

readily convertible into known amounts of cash

and which are subject to insignificant risk of

changes in value.

ii) Cash Flow Statement

Cash flows are reported using the indirect

method, whereby profit/ (loss) before

extraordinary items and tax is adjusted for the

effects of transactions of non-cash nature and

any deferrals or accruals of past or future cash

receipts or payments. The cash flows from

regular revenue generating, financing and

investing activities of the company are

segregated.

d) Events Occurring After Balance Sheet Date

Interim Dividend declared by the Board at 15%

on face value of ₹ 2 in the board meeting held on th 24 May, 2017 which is after balance sheet date

31st March ,2017 but before approval of the

financial statement. It is accounted as Events

Occurring after Balance Sheet date as per AS 4

“Contingencies and Events Occurring after

Balance Sheet Date”.

e) Prior Period and Exceptional items

i) �All identifiable items of income and

expenditure pertaining to prior period are

84

accounted through “Prior Period items”. There

is no Prior period items to be reported in the

financial year.

ii)� Exceptional items are generally non-recurring

items of income and expense within profit or

loss from ordinary activities, which are of such

size, nature or incidence that their disclosure is

relevant to explain the performance of the

Company for the year. There is no Exceptional

items to be reported in the financial year.

f) Fixed Assets

Tangible fixed assets

Fixed assets are stated at cost of acquisition or

construction. They are stated at historical cost

less accumulated depreciation and Impairment

losses, if any. Cost comprises the purchase price,

import duty and other non- refundable taxes or

levies and any directly attributable cost of

bringing the asset to its working condition for its

intended use. Borrowing cost relating to

acquisition /construction of fixed assets which

take substantial period of time to get ready for its

intended use are also included to the extent they

relate to the period till such assets are ready to be

put to use.

g) Depreciation

� � Depreciation on fixed Assets is provided on

straight- line method taking useful lives and in the

manner specified in Schedule II to the Companies

Act, 2013 read with the relevant circulars issued

by the Ministry of Corporate Affairs.

h) Revenue Recognition

Revenue is recognised when consideration can

be reasonably measured and there exists

reasonable certainty about amount to be realised.

i) Sales of Goods are recognised when the

significant risk and rewards of ownership of the

goods have been passed to the customer and

net of Value added tax and return.

ii) Other Incomes are recognised on receipt of

confirmation regarding acceptance of claim

from the counterpart or when it is a part of oral

expressed understanding.

iii) Interest Income is recognised on time

proportion basis taking into account the

outstanding amount and the rate applicable.

i) Foreign Currency Transactions

i)� Initial Recognition and measurement

Foreign currency transaction is recorded, on

initial recognition in the reporting currency by

applying to the foreign currency amount at the

exchange rate between the reporting currency

and the foreign currency at the date of the

transaction.

ii)�Subsequent Measurement

Foreign currency receivables, payables and

investments in subsidiary (monetary items)

are subsequently measured as stated below:

At the year- end, monetary items denominated

in foreign currencies, other than those covered

by forward contracts are converted into rupee

equivalents at the year- end exchange rates.

iii)�Exchange Differences

All exchange differences arising on settlement

and conversion of foreign currency transaction

are included in the Statement of Profit and

loss.

j)� Investments

i)� Investments that are readily realizable and

intended to be held for not more than a year are

classified as current investments. Current

investments are carried at lower of cost and

quoted/fair value, computed category-wise.

All other investments are classified as long

term investments.

ii)� Long term investments are stated at cost.

Provisions for diminution in the value of long

term investments are made only if such a

decline is other than temporary in nature in the opinion of the management.

k)� Employee Benefits

i) Short term Employee Benefits

Short term employee benefits are recognised

as an expense at the undiscounted amount in

the Statement of Profit and loss of the year in

which the related services are rendered.

Post-Employment Benefits

i) Defined Contribution Plans

85

Particular 2016-17 2015-16

Employer's Contribution to 8.267.88

Provident Fund

Basic EPS (Face value- Rs.2) ` 2.69/ share

Diluted EPS (Face value- Rs.2) ` 2.69/ share

( ` in lakhs)

The Company's State governed Provident

Fund Scheme, Employee State Insurance

Scheme and Labour Welfare Fund Scheme

are considered as defined contribution plans.

The contribution under the schemes is

recognised as an expense in the Statement of

Profit and loss, as they are incurred. there are

no other obligations other than the contribution

payable to the respective funds.

ii)� The company makes payment for earned

leave on year to year basis and accordingly the

same is recognised as an expense on year to

year basis.

iii)�The company makes provision for Gratuity and

it has been recognised as an expense in the

Statement of Profit and Loss.

As per Accounting Standard 15 “Employee benefits”,

the disclosures as defined in the Accounting

Standard are given below:

Defined Contribution Plans

Contribution to Defined Contribution Plans,

recognised as expense for the year is as under:

The gratuity has been recognised as an expense on the

basis of age and length of service of employees of the

company. It has been recognised based on demographic

variables (employee turnover). Actuarial valuation of

gratuity has not been made.

l) Borrowing costs

Borrowing costs that are attributable to the

acquisition or construction of qualifying assets

are capitalized as part of the cost of such assets.

A qualifying asset is one that necessarily takes

substantial period of time to get ready for

intended use. All other borrowing costs are

charged to Statement of Profit and loss.

m)�Segment Accounting

Based on guiding principles given in Accounting

Standard on “ Segment Reporting”- AS 17 as

specified in the companies (Accounting

Standard) rules, 2006 (as amended) , single

financial report contains both Standalone

financial statement and consolidated financial

statement of the company. Hence, the

required segment information has been

appended in the Consolidated Financial

Statement (CFS).

n) Related Party transactions

Disclosure of transactions with related parties, as

required by Accounting Standard 18 “Related

Party Disclosure” as specified in the Companies

(Accounting Standard) Rules, 2006 (as

amended), has been set out in a separate

statement annexed to this note. Related parties

as defined under paragraph 3 of the Accounting

Standard 18 have been identified on the basis of

representation made by the management and

information available with the company.

o)� Leases

Lease arrangement where risk and rewards

incidental to ownership of an asset substantially

vest with the Lessor are recognized as Operating

Leases. The Company's significant Leasing

arrangement are in respect of operating leases

for immovable property which includes godowns,

e t c . T h e a g g r e g a t e l e a s e r e n t a l s

payable/receivables are recognized as

expenditure/income in the statement of profit and

loss as per the respective lease agreements.

Initial direct costs incurred specifically to earn

revenues from an operating lease are recognized

as an expense in the statement of profit and loss

in the period in which they are incurred.

p)� Earning Per Share

The company reports basic and diluted earnings

per share (EPS) in accordance with the

Accounting Standard 20 as specified in the

Companies (Accounting Standard) Rules, 2006

(as amended). The Basic EPS has been

computed by dividing the income available to

equity shareholders by the weighted average

number of equity shares outstanding during the

accounting year. There are no dilutive potential

equity shares so Diluted EPS is same as Basic

EPS.

86

As per paragraph 44 of AS 20, for bonus of shares issued

during the year, the calculation for Basic and Diluted

Earnings Per share has been adjusted for all the periods

presented.

q)� Provision for Tax

Tax expenses comprises of current tax and

deferred tax.

i) Current Tax

Provision for taxation has been made in

accordance with the direct tax laws prevailing

for the relevant assessment years.

ii) Deferred Tax

In accordance with the Accounting Standard

22- Accounting for Taxes on Income, as

specified in the Companies (Accounting

Standard) Rules 2006 (as amended), the

deferred tax for timing differences between the

book profit and tax profits for the year is

accounted for by using the tax rates and Laws

that have been enacted or substantively

enacted as of the Balance Sheet Date.

Deferred tax assets arising from timing

differences are recognised to the extent there

is reasonable certainty that sufficient future

taxable income will be available against which

such deferred tax assets can be realized.

Net outstanding balance in Deferred Tax

account is recognized as deferred tax liability

/asset. The deferred tax account is used solely

for reversing timing difference as and when

crystallized.

Following are the major components of

Deferred Tax Assets/ Deferred Tax Liabilties

a) Depreciation

b) Gratuity

c) Preliminary Expenses

During the year, company has received

Dividend from Foreign Wholly Owned

Subsidiary amounting to Rs. 6906.40 Lacs on

which the company has paid Tax u/s 115BBD

of Income Tax Act, 1961.

r)� Impairment of Fixed Assets

i) The carrying amount of assets, other than

inventories, is reviewed at each balance sheet

date to determine whether there is any

indication of impairment. If any such

indication exists, the assets recoverable

amount is estimated. The recoverable

amount is the greater of the asset's net

selling price and its value in the uses which is

determined based on the estimated future

cash flow discounted to their present values.

If there is no reason to believe that as asset's

value in use materially exceeds its net

selling price, the asset's recoverable amount

may be taken to be its net selling price.

ii) The impairment loss is recognized

whenever the carrying amount of an asset or

its cash generation unit exceeds its

recoverable amount. All impairment losses

are recognized in the statement of Profit and

Loss.

iii) An impairment loss is reversed if there has

been a change in the estimates used to

determine the recoverable amount and is

recognised in the Statement of Profit and Loss,

unless the asset is carried at revalued amount

in accordance with AS 10 Accounting for Fixed Assets.

s)� Provision, Contingent Liabilities and

Contingent Assets

Provision are recognized for when

i) The company has at present, legal or

contractual obligation as a result of Past

events

ii) It is probable that an outflow of resources

embodying economic outgo or loss will be

required and

iii) The amount involved can be measured

reliably.

Contingent liabilities being a possible

obligation as a result of Past events, the

existence of which will be confirmed only by

the occurrence or non-occurrence of one or

more future events not wholly in control of the

company are not recognized in the accounts.

The nature of such liabilities and an estimate of

its financial effect are disclosed in notes to the

Financial Statements.

Contingent assets are neither recognized nor

disclosed in the financial statements.

87

t) �Expenditure

Expenses are net of taxes recoverable, where

applicable.

u)� Accounting of claims

i)� Claims received are accounted at the time of

lodgment depending on the certainty of receipt

and claims payable are accounted at the time

of acceptance.

ii)� Claims raised by Government authorities

regarding taxes and duties, which are disputed

by the company, are accounted based on

legality of each claim. Adjustments, if any, are

made in the year in which disputes are finally

settled.

v) Doubtful debts/Advances

Provision is made in the accounts for debts/

Advances which, in the opinion of the

management, are considered doubtful of

recovery.

w)�Details of Loans Given, Investments Made

and Guarantee Given Covered U/S 186 (4) Of

the Companies Act, 2013

Corporate Guarantees for SBLC issued in favor

of Foreign Wholly Owned Subsidiary.

Maximum amount of Guarantee outstanding

during the year- USD 11.33 Million

st Amount of Guarantee Outstanding as on 31

March, 2017- NIL

88

stNotes on the Financial Statements for the Year Ended on 31 March, 2017 (Standalone)

Note 3 Share Capital

a)

( ` in lakhs)

Particulars

Class of Shares/Name of Shareholder

As at March 31, 2017




Number of

shares

Number of

shares

Amount Amount

(a) AuthorisedEquity Shares of ` 2 each with Voting Rights 125000000 2500.00250000000 5000.00

(b) Issued, Subscribed and Paid UpEquity Shares of ` 2 each with Voting Rights 118633305 2372.67237266610 4745.33

118633305 2372.67237266610 4745.33

Equity shares with voting rights

Namrata S. Agrawal 23112325 19.48%43224650 18.22%

Tulsiram C. Agrawal 12420000 10.47%0 0.00%

Mahendra T. Agrawal 11350800 9.57%22701600 9.57%

Pushpa T. Agrawal 10800110 9.10%21600220 9.10%

Manoj T. Agrawal 10270800 8.66%20541600 8.66%

Sandeep T. Agrawal 6761700 5.70%13523400 5.70%

Total 74715735 62.98%121591470 51.25%


Year ended 31 March, 2017

- Number of shares 118633305 NIL 118633305 NIL 237266610

- Amount 2372.67 NIL 2372.67 NIL 4745.33


- Number of shares 23726661 NIL NIL 94906644 118633305

- Amount 2372.67 NIL NIL NIL 2372.67

* Issue of 118633305 equity shares as bonus shares (bonus ratio 1:1) **Split of shares in the ratio of 1:5 in financial year 2015-16

(b) The Company has only One Class of Shares referred to as Equity Shares having a Face Value of ₹ 2/- per share.

Each holder of Equity Share is entitled to One Vote per Share.

(c) The company has issued bonus shares in the ratio of 1:1 on 18th March, 2017 to the shareholders as on record date 17th March, 2017

(d) Details of Shareholders holding more than 5% Shares in the Company

ParticularsOpeningBalance

Buy back IssuedDuring

the Year*

Increasein number

of shares **

ClosingBalance

Number of

shares held

(Face Value

Rs.2)

Number of

shares held

(Face Value

Rs.2)

% holding in

that class

of shares

% holding in

that class

of shares

89

Note 4 Reserves and Surplus

Note 6 Long Term Provisions

Note 7 Short Term Borrowings

( ` in lakhs)

( ` in lakhs)

( ` in lakhs)

Particulars

Particulars

Particulars

As at

March 31, 2017

As at

March 31, 2017

As at

March 31, 2017

As at

March 31, 2016

As at

March 31, 2016

As at

March 31, 2016

(a) Securities Premium Opening Balance 1982.001982.00 Add : Premium on Shares issued during the Year NIL NIL Less : Utilised during the Year ( Issue Of Bonus Share - NIL1982.00 Capitalisation of Reserves )

Closing Balance 1982.00NIL (b) Surplus / (Deficit) in Statement of Profit and Loss Opening Balance 1486.611171.53 Add: Profit / (Loss) for the Year 2057.596378.23 Less: 1st Interim Dividend 949.07711.80 2nd Interim Dividend 1423.60711.80 3rd Interim Dividend NIL711.80 4th Interim Dividend NIL711.80 Issue of Bonus shares- Capitalised for the issue of bonus shares NIL390.67

Closing Balance 1171.534311.89 (c) General Reserve Opening Balance 1.081.08 Add: Addition during the Year NILNIL Less : Utilised during the Year NILNIL

Closing Balance 1.081.08

Total 3154.614312.97

The working capital facilities are secured by hypothecation of Current Assets of the company and mortgage of some of

the Fixed Assets and Investment properties of the company. Further, they are secured by some personal properties of

promoters and Personal guarantee of Executive Directors and their relatives.

Provision for Gratuity 18.5019.99

Total 18.5019.99

From Banks Working Capital Facilities 3876.48NIL

Total 3876.48NIL

Note 5 Deferred Tax Liabilities (Net) ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Deferred Tax Liabilities 57.8692.03

Total 57.8692.03

90

Note 8 Trade Payables

Note 10 Short-term Provisions

( ` in lakhs)

( ` in lakhs)

Particulars

Particulars

As at

March 31, 2017

As at

March 31, 2017

As at

March 31, 2016

As at

March 31, 2016

Disclosures required u/s 22 of MSMED Act, 2006: There are no Overdue Principal remaining unpaid to any supplier.

Further, there are no interest paid/ accrued/ due to any such supplier.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the

basis of information collected by the management. This has been relied by auditor.

Acceptances NILNIL

Other than Acceptances 874.389154.98

Total 874.389154.98

Provision for Income Tax 640.36356.60

Provision for Interim Dividend NIL711.80

Total 640.361068.40

Note 9 Other Current Liabilities ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Statutory Dues 3.795.69

Payable for Expenses 62.478.35

Advance from Customers 2.86122.95

Deposit 6.276.27

Unclaimed Dividend 40.182.38

Amounts due to Subsidiaries 0.0210.99

Total 115.59156.63

91

Note 11 Tangible Assets ( ` in lakhs)

(a) Land

Free hold Land 135.23 0.00 0.00 0.00 0.00 0.00 135.23135.23 0.00 135.23

(b) Buildings

Own use 1395.72 0.00 0.00 35.98 21.92 0.00 1359.741395.72 57.90 1337.82

(c) Plant and Equipment

Owned Plant & Machinery 40.00 6.04 0.00 12.68 2.99 0.00 27.3246.04 15.67 30.37

(d) Furniture and Fixtures

Owned 12.10 3.98 0.00 9.31 1.97 0.00 2.7916.08 11.28 4.80

(e) Vehicles (office)

Owned 139.45 0.00 26.00 73.49 16.79 14.01 65.95113.45 76.27 37.18

(f) Vehicles (commercial)

Owned 34.11 0.00 0.00 27.76 3.40 0.00 6.3534.11 31.17 2.95

(g) Office equipment

Owned 0.68 0.00 0.00 0.51 0.11 0.00 0.170.68 0.62 0.06

(h) Computers

Owned 26.74 2.98 0.00 19.42 5.20 0.00 7.3229.72 24.62 5.10

Total 1784.03 13.00 26.00 179.15 52.40 14.01 1604.881771.03 217.54 1553.49

Previous year 1799.82 4.99 20.78 136.70 55.57 13.12 1663.121784.03 179.15 1604.88

A. Tangible assets Gross block Accumulated depreciation and impairment Net block

Balanceas at1 April,2016


Additions Disposals Balanceas at31 March,2017

Balanceas at31 March,2017



Depreciation / amortisationexpensefor theyear

Eliminatedondisposalofassets

Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. `

Note 12 Non-current Investments ( ` in lakhs)

ParticularsAs at March 31, 2017 As at March 31, 2016

Investment in Quoted Shares ( At Cost )* 15.13 NIL 15.13 15.13 NIL 15.13*

Investment Properties NIL 244.56 244.56NIL 244.56 244.56

Investment in Kushal Impex Pte. Ltd** NIL 59.11 59.11NIL 59.11 59.11**

Investment in Kashish World Wide NIL 33.72 33.72NIL 33.72 33.72***

F.Z.E.***

Total 15.13 337.39 352.5215.13 337.39 352.52

Quoted QuotedUnquoted UnquotedTotal Total

*This in Non Trade Investment comprising of 84894 Quoted Shares of Shree Rama Multi Tech Ltd. having Market Value of ̀ 12.50 per Share. [MV ̀ 10.61 Lakhs] [PY MV ̀ 5.02 Lakhs (` 5.91/- per share)]

**Trade Investment made in Singapore based Wholly Owned Subsidiary named as Kushal Impex Pte. Ltd.

***Trade Investment made in Ajman, U.A.E. based Wholly Owned Subsidiary named as Kashish Worldwide F.Z.E

Note 13 Long Term Loans and Advances ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

(a) Security Deposits (Unsecured, Considered Good) 0.960.96

(b) Other Advances Investment Properties 133.36133.36

Total 134.32134.32

92

Note 14 Other Non-current Assets ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Unamortised Preliminary Expenses 85.4796.71

Total 85.4796.71

Note 15 Inventories ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Stock in Trade 227.59456.75

Total 227.59456.75

Note 16 Trade Receivables ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Trade Receivables outstanding for a period exceeding six months from

the date they were due for payment

Unsecured, Considered Good 593.851435.55

Trade Receivables outstanding for a period less than six months from



Total 6073.9810,523.35

Note 17 Cash and Bank Balance ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Cash and Cash Equivalents

Cash on hand 12.076.25

Balances with banks in Current Accounts 304.76576.19

Balance earmarked for Unclaimed Dividend 40.182.38

357.01584.82

Other Bank Balances

Fixed Deposits 641.1795.00

641.1795.00

Total 998.18679.82

Note 18 Short Term Loans and Advances ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Prepaid Expenses 11.5713.68

Balance with Tax Authorities 480.12711.66

Advance to Suppliers

To Related Parties 1043.134821.41

To Others 6.000.42

Advance to Employee NIL17.27

Total 1540.825564.44

93

Note 19 Other Current Assets ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Amounts due from Subsidiaries* 56.68188.33

Interest Accrued but Not Due 36.010.60

Total 92.69188.93

Note 20 Revenue From Operations ( ` in lakhs)

( ` in lakhs)

( ` in lakhs)

Particulars

Particulars

Particulars

For the year ended

March 31, 2017

For the year ended

March 31, 2017

For the year ended

March 31, 2017

For the year ended

March 31, 2016

For the year ended

March 31, 2016

For the year ended

March 31, 2016

20(i) Sale of Merchandise 33535.5038215.54

20(ii) Other Operating Income 328.95206.30

Total 33864.4538421.84

20(i) Sale of Various Merchandise 33535.5038215.54

Total - Sale of Traded Goods 33535.5038215.54

20(ii) Other Operating Income Comprises:

Rate Differences / Discount/ Delay Payment Charges 74.5249.29

Recovery From Customers Towards Various Charges 33.4817.25

Round Off 0.020.02

Other Operating Income 2.188.64

Guarantee Commission Charged to Foreign WOS 218.75131.10

Total 328.95206.30

Note 21 Other Income( ` in lakhs)

ParticularsFor the year ended

March 31, 2017

For the year ended

March 31, 2016

Interest on FDRs 76.4848.79

Net Gain/(Loss) on Sale of Fixed Assets (7.69)(7.99)

Dividend From Foreign WOS 1824.006906.40


Other Income NIL0.39

Total 1911.176973.91

*The amount represents outstanding dues for SBLC commission from Kushal Impex Pte. Ltd. outstanding formore than one year.

94

Note 22 Purchase of Merchandise ( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

Various Merchandise 31117.7037025.18

Total 31117.70 37025.18

Note 23 Changes in Inventories of Stock In Trade

Note 24 Employee Benefit Expenses

Note 25(i) Other Borrowing Costs

( ` in lakhs)

( ` in lakhs)

( ` in lakhs)

Particulars

Particulars

Particulars

For the year ended

March 31, 2017

For the year ended

March 31, 2017

For the year ended

March 31, 2017

For the year ended

March 31, 2016

For the year ended

March 31, 2016

For the year ended

March 31, 2016

Inventories at the end of the year:


227.59456.75

Inventories at the beginning of the year:


997.46227.59

Net (increase) / decrease 769.87(229.16)

Salaries and Bonus 101.69120.38

Managerial Remuneration 28.9529.56

Contribution to Provident Fund 8.267.88

ESIC Expenses 1.131.48

Gratuity 2.572.19

Staff Welfare Expenses 2.371.87

163.36 Total 144.97

Bank Charges 0.403.85

Bank Loan Process Fees 23.09NIL

Other Finance Charges 0.680.19

4.04 Total 24.17

Note 25 Finance Costs( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

(a) Interest Expense on:

Borrowings 639.4935.23

Income Tax 7.1227.76

(b) Other Borrowing Costs [Note 25(i)] 24.174.04

67.03 Total 670.78

95

Note 26 Other Expenses ( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

Insurance Premium 4.243.70

Audit Fees [Note 26(i)] 2.123.80

Electricity Expenses 15.0513.63

Municipal Expenses 7.186.12

Loss on Foreign Currency Transaction 7.4016.82

Repairs & Maintenance 4.145.41

Vehicle Repair & Fuel Expenses 40.9832.63

Rent Expenses 5.405.40

Miscellaneous Expenses 92.38182.45

Vat Expense/ Interest on VAT NIL55.76

Penalty on VAT NIL8.96

CSR Expenses 13.6015.75

Total 192.49 350.43

Note 26(i) Payment to Auditor( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

Audit Fees

As Auditor 1.803.80

For taxation matters 0.17NIL

For Other Matters 0.15NIL

3.80 Total 2.12

Note 27 Contingent Liabilities and Commitments ( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

Corporate Guarantee SBLCs issued in favor of WOS

(Amount outstanding at the close of the year)/ Guarantee Term Loan 7498.19600.04

Total 7498.19600.04

Income tax and Interest demand for FY 06-07 (AY 07-08) L 198.97NI

Income tax and Interest demand for FY 08-09 (AY 09-10) 12.99NIL


Income tax penalty demand for FY 06-07 (AY 07-08) NIL104.45



439.55257.81

857.85 Total 7937.74

96

Note 28 Related Party Transaction

As per the Accounting Standard 18, disclosures of transactions with related parties (As identified by the Management), as defined in Accounting Standard are given below:

a) Wholly Owned Subsidiary Company

1) Kushal Impex Pte. Ltd. Singapore

2) Kashish World Wide F.Z.E, Ajman, U.A.E.

b) Associates

1) Ashapura Paper Mills Private Limited

2) Kushal Wealth Creators Private Limited

3) Riddhi Siddhi Recyclers Private Limited

c) Key Managerial Personnel

1) Sandeep Agrawal (Chairman and Managing Director)

2) Mahendra Agrawal (Whole Time Director- resigned on 20.01.2017)

3) Manoj Agrawal (Executive Director- appointed on 14.11.2016)

4) Kushal Agrawal (Additional Director- appointed on 20.01.2017)

5) CA Vimal Shah (Chief Financial Officer)

6) CS Mittali Christachary (Company Secretary)

d) Relatives of Key Managerial Personnel with whom transactions done during the Year

1) Sudha Agrawal

2) Tulsiram Agrawal

( ` in lakhs)

For the year ended

March 31, 2017

For the year ended

March 31, 2016

1 Sale Of Goods Kushal Wealth Creators Private Limited NIL16.80

Riddhi Siddhi Recyclers Private Limited 1548.771063.43

2 Purchase of Goods Ashapura Paper Mills Private Limited 5046.703318.60

Kushal Wealth Creators Private Limited NIL242.05


3 Rent Sudha Agrawal 5.405.40

4 Remuneration Sandeep Agrawal 14.6914.38

Mahendra Agrawal 14.2611.66

Manoj Agrawal NIL3.40

Kushal Agrawal NIL1.16

5 Investment in Shares Kushal Impex Pte. Ltd. (WOS) 59.1159.11

Kashish WorldwideF.Z.E (WOS) 33.7233.72

6 Dividend Received Kashish WorldwideF.Z.E (WOS) 1824.006906.40

7 Guarantee for SBLC Kushal Impex Pte. Ltd. (WOS) 7498.19NIL

8 Corporate Guarantee Kushal Impex Pte. Ltd. (WOS) NIL600.04

9 Guarantee Commission Kushal Impex Pte. Ltd. (WOS) 218.75131.10

10 Expenses paid on Kushal Impex Pte. Ltd. (WOS) 274.031.01

reimbursement basis Kashish Worldwide F.Z.E. NIL0.55

11 Salary Tulsiram Agrawal 9.002.25

Vimal Shah 4.395.31

Mittali Christachary 2.273.69

Sr.No

Nature of Transaction Name of Related Party

97

Note 29 Other Statutory Disclosures


March 31, 2017

For the year ended

March 31, 2016

Value of Imports on CIF Basis- Traded Goods NIL7163211 USD

Value of Exports on CIF Basis- Traded Goods NIL7201665 USD

Expenditure in Foreign Currency NILNIL

Earning in Foreign Exchange Guarantee Commission from WOS 332162 USD195543 USD

Dividend from WOS 10000000 AED38000000 AED

Note 30

Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof :

Kushal Tradelink Limited has constituted the Corporate Social Responsibility Committee consisting of 3 Directors as member of committee.

Average net profit of the company for last three financial years is ̀ 787.70 Lakhs. Prescribed CSR Expenditure is ` 15.75 Lakh.

Details of CSR spent during the financial year.

(a) Total amount spent for the financial year: ` 23.25 Lakhs

(b) Amount unspent, if any: NIL

Note: Total Amount of ` 23.25 Lakhs was spent during the year including amount of ` 7.34 Lakhs (CSR Expenditure of FY 2015-16 for which provision was made last year)

Note 31

As per the Accounting Standard 21 on “Consolidated Financial Statements” as specified in the Companies (Accounting Standard) Rules 2006 (as amended), the company has presented consolidated financial statements separately.

Note 32

General Disclosure

Note 33 Issue of Bonus Shares & Capitalisation of

Reserves

The company has issued bonus share in the ratio of 1:1

on 18th March ,2017 to the shareholders as on record

date 17th March,2017. Paid Up Capital of the company

has been increased from Rs 2372.67 Lacs (before

bonus) to Rs. 4745.33 Lacs (after bonus).

Note 36


Standard on “ Segment Reporting”- AS 17 as specified in

the companies (Accounting Standard) rules, 2006 (as

amended), single financial report contains both

Standalone financial statement and consolidated

financial statement of the company. Hence, the required

segment information has been appended in the

Consolidated Financial Statement (CFS).

As per Section 63 of Companies Act, 2013, Securities

Premium amounting to ` 1982.00 Lacs and Free

Reserves amounting to ` 390.67 Lacs has been

capitalized for the purpose of Issue of fully paid Bonus

Shares.

Note 34

The company had declared following Interim Dividends during the Financial Year

1) 1st Interim Dividend of ` 71179983 (30% of Face value of Equity shares of ` 2 each)

nd 2) 2 Interim Dividend of ` 71179983 (30% of Face value of Equity shares of ` 2 each)

rd 3) 3 Interim Dividend of ` 71179983 (30% of Face value of Equity shares of ` 2 each

t h 4) 4 Interim Dividend (Proposed) of ` 71179983 (15% of face value of equity shares of ̀ 2 each)

Note 35

Disclosure as per Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015

Particular Purchase Sale

Various Merchandise 37025.18 38215.54

Total 37025.18 38215.54

Kushal Impex NIL 7498.19Pte. Ltd.

Name of

Subsidiary

Amount of CorporateGuarantee at the

end of year

Maximum amount ofCorporate Guaranteeoutstanding during

the year

98

( ` in lakhs)( ` in lakhs)

Note 37

Disclosure on Specified Bank Notes (SBNS)

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December, 30 2016, the denomination wise SBNs and other notes as per the notification is given below:

For the purposes of this clause, the term 'Specified Bank Notes' shall have the same meaning provided in the

notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.

3407(E), dated the 8th November, 2016.

Note 38

During the financial year 2015-16, the Dividend Distribution Tax has been directly routed through Reserve & Surplus

under surplus / (deficit) in statement of Profit & Loss in note no 4. However, in the year under consideration the

company has debited / routed the Dividend Distribution Tax through provision for Current Tax in Statement of Profit &

Loss and accordingly previous year figures has been regrouped – rearranged.

Note 39

Previous year's figure have been recast, regrouped and rearranged, wherever necessary to confirm to this year's

classification.

Closing Cash on hand as NIL 982623 982623

on 08-11-2016

Add. Permitted Receipts NIL 315684 315684

Less. Permitted Payments NIL 354516 354516

Less. Amount Deposited in bank NIL NIL NIL


on 30-12-2016

Sr

No.SEPCIFIED BANK NOTES OTHER DENOMINATION TOTAL

NOTES i.e. ` 100,50,10

and new notes Denomination

in 500 & 2000 ETC

i.e. ` 1000 & ` 500

Denomination

Place: Ahmedabad��Date: May 24, 2017

For Devadiya & Associates��Chartered Accountants


CA Sandip Kothari��PartnerM. No: 118849��FRN No.:123045W

Sandeep AgrawalManaging Director��(DIN: 00239648)��

Manoj AgrawalDirector(DIN: 00225494)


CS Mittali Christachary�Company Secretary��


99

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF,


AHMEDABAD

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of KUSHAL TRADELINK LIMITED, India and its subsidiary companies Kushal Impex Pte Ltd, Singapore and Kashish Worldwide F.Z.E., U.A.E. ('collectively referred to as “The Company”) which comprise the Consolidated Balance Sheet as at March 31, 2017, the Consolidated Statement of Profit and Loss and the Consolidated Cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these consolidated financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Consolidated Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the Consolidated Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of

staffairs of the Company as at 31 March, 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 our knowledge and belief were necessary for the purposes of our audit.

100

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

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

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards 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 st from the directors as on 31 March, 2017 taken on

record by the Board of Directors, none of thest directors is disqualified as on 31 March, 2017 from

being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A” and

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

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. During the year, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and

iv. The Company has provided requisite disclosures in its Consolidated Financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 37 to the Consolidated Financial Statements.



FRN No.: 123045W


101

Annexure A to the Auditor's Report

Report on the Internal Financial Controls under

Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over

financial reporting of KUSHAL TRADELINK LIMITED

(“the Company”) as of 31 March 2017 in conjunction with

our audit of the consolidated financial statements of the

Company for the year ended on that date.

Management's Responsibility for Internal Financial

Controls

The Company's management is responsible for

establishing and maintaining internal financial controls

based on the internal control over financial reporting

criteria established by the Company considering the

essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls

over Financial Reporting issued by the Institute of

Chartered Accountants of India ('ICAI')”. These

responsibilities include the design, implementation and

maintenance of adequate internal financial controls that

were operating effectively for ensuring the orderly and

efficient conduct of its business, including adherence to

company's policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records,

and the timely preparation of reliable financial

information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the

Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in

accordance with the Guidance Note on Audit of Internal

Financial Controls over Financial Reporting (the

“Guidance Note”) and the Standards on Auditing, issued

by ICAI and deemed to be prescribed under section

143(10) of the Companies Act, 2013, to the extent

applicable to an audit of internal financial controls, both

applicable to an audit of Internal Financial Controls and,

both issued by the Institute of Chartered Accountants of

India. Those Standards and the Guidance Note require

that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over

financial reporting was established and maintained and if

such controls operated effectively in all material

respects.

Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal financial

controls system over financial reporting and their

operating effectiveness. Our audit of internal financial

controls over financial reporting included obtaining an

understanding of internal financial controls over financial

reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and

operating effectiveness of internal control 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 Consolidated Financial

Statements, whether due to fraud or error.



opinion on the Company's internal financial controls

system over financial reporting.

Meaning of Internal Financial Controls over

Financial Reporting

A company's internal financial control over financial

reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting

and the preparation of Consolidated Financial

Statements for external purposes in accordance with

generally accepted accounting principles. A company's

internal financial control over financial reporting includes

those policies and 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 Consolidated

Financial Statements in accordance with generally

accepted accounting principles, and that receipts and

expenditures of the company are being made only in

accordance with authorizations of management and

directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of

unauthorised acquisition, use, or disposition of the

company's assets that could have a material effect on

the Consolidated Financial Statements.

Inherent Limitations of Internal Financial Controls

Over Financial Reporting

Because of the inherent limitations of internal financial

controls over financial reporting, including the possibility

of collusion or improper management override of controls, material misstatements due to error or fraud

102

may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial

reporting to future periods are subject to the risk that the

internal financial control over financial reporting may

become inadequate because of changes in conditions,

or that the degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, to the best of our information & according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over

stfinancial reporting were operating effectively as at 31 March 2017, based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



FRN No.: 123045W


103

( ` in lakh)






Sandeep Agrawal


Manoj Agrawal

Director

(DIN: 00225494)


CA Vimal Shah


Particulars Notes As at 31 March,2017

As at 31 March,2016

A EQUITY AND LIABILITIES

1 Shareholders' Funds

(a) Share Capital 3 2372.674745.33

(b) Reserves and Surplus 4 11082.6619754.52

13455.3324499.85

2 Non-current Liabilities

(a) Long Term Borrowings 5 NIL563.35

(b) Deferred Tax Liabilities (Net) 6 57.8692.03

(c) Long Term Provisions 7 18.5019.99

76.36675.37

3 Current Liabilities

(a) Short Term Borrowings 8 10838.09NIL

(b) Trade Payables 9 97104.0466566.68

(c) Other Current Liabilities 10 144.01191.56

(d) Short Term Provisions 11 673.081131.11

108759.2267889.35

122290.91TOTAL (1+2+3) 93064.57

B ASSETS

1 Non-Current Assets

(a) Fixed Assets

Tangible Assets 12 1607.712350.52

(b) Non-current Investment 13 259.68259.68

(c) Long Term Loans and Advances 14 136.26134.32

(d) Other Non-current Assets 15 94.95105.07

2098.602849.59

2 Current Assets

(a) Inventories 16 1193.141535.82

(b) Trade Receivables 17 115301.3182250.29

(c) Cash and Bank Balance 18 1951.17829.76

(d) Short Term Loans and Advances 19 1710.685598.51

(e) Other Current Assets 20 36.010.60

120192.3190214.98

122290.91TOTAL (1+2) 93064.57

Significant Accounting Policies & Notes on Financial Statements 1 to 39

Balance Sheet as at 31 March, 2017 (Consolidated)

104

( ` in Lakhs except EPS)






Sandeep Agrawal


Manoj Agrawal

Director

(DIN: 00225494)


CA Vimal Shah


Particulars Sr.

No.

Notes For the year ended

31 March, 2017

For the year ended

31 March, 2016

CONTINUING OPERATIONS

1. Revenue From Operations 21 158990.28235958.42

2. Other Income 22 87.1797.37

3. 159077.45Total Revenue (1+2) 236055.79

4. Expenses

(a) Purchases of Merchandise 23 147001.24219591.61

(b) Changes in Inventories of Stock in Trade 24 (195.68)(342.68)

(c) Employee Benefit Expenses 25 144.97243.30

(d) Finance Costs 26 1043.64387.02

(e) Depreciation and Amortization Expenses 12 64.1562.56

(f) Other Expenses 27 438.10456.16

5. 148496.41Total Expenses 220397.97

6. Profit / (Loss) Before Exceptional and

10581.04Extraordinary Items and Tax (3 - 5) 15657.82

7. Exceptional Items NILNIL

8. Profit / (Loss) Before Extraordinary Items

10581.04and Tax (6 + 7) 15657.82

9. Extraordinary Items NILNIL

10. 10581.04Profit / (Loss) Before Tax (8 + 9) 15657.82

11. Tax Expense:

(a) Current Tax Expense 775.661614.39

(b) Tax Expense relating to Prior Years (13.30)(6.28)

(c) Net Current Tax Expense 762.361608.11

(d) Deferred Tax Provision 29.5634.16

12. 791.92Total Tax Expense 1642.27

13. 9789.12Profit / (Loss) from Continuing Operations (10 +12) 14015.55

14. Earnings per share (Face Value of Rs. 2/- each):

Basic & Diluted

(i) Continuing operations 4.135.91

(ii) Total operations 4.135.91

Significant Accounting Policies & Notes on Financial Statements 1 to 39

Statement of Profit and Loss for the year ended 31 March, 2017 (Consolidated)

105

Cash Flow Statement for the year ended 31 March 2017 (Consolidated)( ` in Lakhs )

Particulars For the year ended

31 March, 2017

For the year ended

31 March, 2016

Cash Flows from Operating Activities

Net Profit Before Taxation 15657.82 10581.04

Adjustment for

Depreciation 64.1562.56

Interest Expenses 1043.92387.02

Interest Income (76.48)(52.00)

Profit / Loss on Sale of Fixed Assets 7.697.99

Rent Income (18.38)(45.09)

Gratuity 2.572.19

Foreign Exchange Fluctuations NIL20.16

Other Non Cash Incomes NIL(5.72)

Operating Profit Before Working Capital Changes 16034.94 11604.50

Changes in Current Assets ( excluding cash and bank balances) (95865.52)29402.09

Change in Debtors (94676.71)33051.02

Change in Stock (Traded Goods) (195.68)(342.68)

Change in Other Current Assets (993.13)(3306.25)

Changes in Current Liabilities( excluding dividend and debts) (30489.81) 90829.77

Change in Creditors 90722.99(30537.36)

Change in Other Current Liabilities 106.7847.55

Cash Generated From Operations 14947.22 6568.75

Income Tax for the Current Year ( excluding deferred tax) 405.851936.64

Cash From Operations Before Extraordinary Items 13010.58 6162.90

Extraordinary Items NILNIL

Net Cash From Operating Activities ( 1 ) 13010.58 6162.90

Cash Flows from Investing Activities


Interest Income 56.769.12

Purchase / Sale of Fixed Assets (1.90)(807.80)

Change in Non current assets 114.99(35.07)

Net Cash From Investing Activities ( 2 ) (788.67) 188.24

Cash Flows from Financing Activities

Change in Bank finance (1742.35)(10274.74)

Dividend Paid (2332.49)(2135.40)

Interest Expenses (1043.24)(387.02)

Net Cash From Financing Activities ( 3 ) (12797.16) (5118.08)

Net increase in Cash / Bank Balance ( 4 )=(1)+(2)+(3) (575.24) 1233.07

Cash & Cash Equivalents at the Beginning of Period ( 5 ) 1310.00 76.93

Cash & Cash Equivalents at the End of Period ( 4 ) + ( 5 ) 734.76 1310.00





Sandeep Agrawal


Manoj Agrawal

Director

(DIN: 00225494)


CA Vimal Shah


106

1. Corporate Information

Kushal Tradelink Limited (KTL) is a Public Company

listed on BSE domiciled in India incorporated under

Companies Act, 1956. The company along with its

WOSs (Kushal Group) is engaged in the business of

trading of various kinds of merchandise.

2. S u m m a r y o f S i g n i f i c a n t A c c o u n t i n g

Policies

� a) Basis of Preparation of Financial Statement

i) The Consolidated Financial Statements of the

company have been prepared and presented

in accordance with the Generally Accepted

Accounting Principles in India (Indian GAAP)

under the historical cost convention on an

accrual basis. The company has prepared

these consolidated financial statements to

comply in all material respects with the

Accounting Standards notified under the

Companies (Accounting Standard) Rules,

2006 (as amended) and the relevant

provisions of the Companies Act, 2013. The

accounting policies adopted in the preparation

of the consolidated financial statements are

consistent with those of previous year.

ii) Use of Estimates

The preparation of the consolidated financial

statements in conformity with Indian GAAP

requires the management to make judgment,

estimates and assumptions that affect the

reported amounts of assets and liabilities and

disclosures of contingent liabilities on the date

of financial statements and reported amounts

of revenues and expenses for the year.

Although these estimates are based on

Management's best knowledge of current

events and actions, uncertainty about these

assumptions and estimates could result in the

outcomes different from the estimates.

Estimates and underlying assumptions are

reviewed on an ongoing basis. Any revision to

account ing est imates is recognized

prospectively in the current and future periods.

iii) Current & Non-Current Classification

All the assets and liabilities have been

classified as current or non-current as per the

company's normal operating cycle and other

criteria set out in Schedule III to the

Companies Act, 2013. Based on the nature of

activities and time between the activities

performed and their subsequent realization in

cash or cash equivalents, the company has

ascertained its operating cycle as 12 months

for the purpose of current/ non –current

classification of assets and liabilities.

b) Valuation of Inventories (Stock-in-trade)

Inventories are valued at lower of Cost or Net

Realisable Value by following FIFO Method.

c) Cash Flow Statement

i)� Cash & cash Equivalents (for purpose of cash

flow statement)

Cash comprises cash on hand and demand

deposit with banks. Cash Equivalents are short-

term balances (with an original maturity of three

months or less from the date of acquisition),

highly liquid investments that are readily

convertible into known amounts of cash and

which are subject to insignificant risk of changes

in value.

ii) Cash Flow Statement

Cash flows are reported using the indirect

method, whereby profi t / ( loss) before

extraordinary items and tax is adjusted for the

effects of transactions of non-cash nature and

any deferrals or accruals of past or future cash

receipts or payments. The cash flows from

regular revenue generating, financing and

investing activities of the company are

segregated.

d) Events Occurring After Balance Sheet Date

Interim Dividend declared by the Board at 15% onth face value of ₹ 2 in the board meeting held on 24

May, 2017 which is after balance sheet date 31st

March ,2017 but before approval of the financial

statement. It is accounted as Events Occurring after

Balance Sheet date as per AS 4 “Contingencies and

Events Occurring after Balance Sheet Date”.

e) Prior Period and Exceptional items

i) �All identifiable items of income and expenditure

pertaining to prior period are accounted through

Notes forming part of the Consolidated Financial Statementsstfor the year ended 31 March, 2017

107

“Prior Period items”. There is no Prior period


ii)� Exceptional items are generally non-recurring

items of income and expense within profit or

loss from ordinary activities, which are of such

size, nature or incidence that their disclosure is

relevant to explain the performance of the

company for the year. There is no Exceptional


f) Fixed Assets

Tangible fixed assets

Fixed assets are stated at cost of acquisition or

construction. They are stated at historical cost less

accumulated depreciation and Impairment losses, if

any. Cost comprises the purchase price, import duty

and other non- refundable taxes or levies and any

directly attributable cost of bringing the asset to its

working condition for its intended use. Borrowing

cost relating to acquisition /construction of fixed

assets which take substantial period of time to get

ready for its intended use are also included to the

extent, they relate to the period till such assets are

ready to be put to use.

g) Depreciation

� Depreciation on fixed Assets is provided on Straight-

line method taking useful lives and in the manner

specified in Schedule II to the Companies Act, 2013

read with the relevant circulars issued by the Ministry

of Corporate Affairs.

h) Revenue Recognition

Revenue is recognised when consideration can be

reasonably measured and there exists reasonable

certainty about amount to be realized.

i) Sales of Goods are recognised when the

significant risk and rewards of ownership of the

goods have been passed to the customer and net

of Value added tax and return.

ii) Other Incomes are recognised on receipt of

confirmation regarding acceptance of claim from

the counterpart or when it is a part of oral

expressed understanding.

iii) Interest Income is recognised on time proportion

basis taking into account the amount outstanding and the rate applicable.

i) Foreign Currency Transactions

i)� Initial Recognition and measurement

Foreign currency transaction is recorded, on

initial recognition in the reporting currency by

applying to the foreign currency amount at the

exchange rate between the reporting currency

and the foreign currency at the date of the

transaction.

ii)� Subsequent Measurement

Foreign currency receivables, payables and

investments in subsidiary (monetary items) are

subsequently measured as stated below:

At the year- end, monetary items denominated in

foreign currencies, other than those covered by

forward contracts are converted into rupee

equivalents at the year- end exchange rates .

iii)�Exchange Differences

All exchange differences arising on settlement

and conversion of foreign currency transaction

are included in the Statement of Profit and loss.

j)� Investments

i)� Investments that are readily realizable and

intended to be held for not more than a year are

classified as current investments. Current

investments are carried at lower of cost and

quoted/fair value, computed category-wise. All

other investments are classified as long term

investments.

ii)� Long term investments are stated at cost.

Provisions for diminution in the value of long term

investments are made only if such a decline is

other than temporary in nature in the opinion of

the management.

k)� Employee Benefits

· Short term Employee Benefits

Short term employee benefits are recognised

as an expense at the undiscounted amount in

the Statement of Profit and loss of the year in

which the related services are rendered.

· Post-Employment Benefits

i)� Defined Contribution Plans

The Company's State governed Provident

Fund Scheme, Employee State Insurance

108

Basic EPS (Face value- ` 2) ` 5.91/ share

Diluted EPS (Face value- ` 2) ` 5.91/ share

Particular 2016-17 2015-16

Employer's Contribution to 8.267.88

Provident Fund

( ` in lakhs)

Scheme and Labour Welfare Fund Scheme

are considered as defined contribution plans.

The contribution under the schemes is

recognised as an expense in the Statement of

Profit and loss, as they are incurred. These are

no other obligations other than the contribution

payable to the respective funds.

ii)� The company makes payment for earned

leave on year to year basis and accordingly the

same is recognised as an expense on year to

year basis.

iii)�The company makes provision for Gratuity and

it has been recognised as an expense in the

Statement of Profit and Loss.

As per Accounting Standard 15 “Employee benefits”,

the disclosures as defined in the Accounting

Standard are given below:

Defined Contribution Plans

Contribution to Defined Contribution Plans,

recognised as expense for the year is as under:

The gratuity has been recognised as an expense on the

basis of age and length of service of employees of the

company. It has been recognised based on demographic

variables (employee turnover). Actuarial valuation of

gratuity has not been made.

l) Borrowing costs

Borrowing costs that are attributable to the acquisition or

construction of qualifying assets are capitalized as part

of the cost of such assets. A qualifying asset is one that

necessarily takes substantial period of time to get ready

for intended use. All other borrowing costs are charged to

Statement of Profit and loss.

m)�Segment Accounting


Standard on “ Segment Reporting”- AS 17 as specified in

the companies (Accounting Standard) rules, 2006 (as

amended) , single financial report contains both

Standalone financial statement and consolidated

financial statement of the company. Hence, the required

segment information has been appended in the

Consolidated Financial Statement (CFS).

As per paragraph 44 of AS 20, for bonus of shares issued

during the year, the calculation for Basic and Diluted

Earnings Per share has been adjusted for all the periods

presented.

q)� Provision for Tax

Tax expenses comprises of current tax and deferred

tax.

i) Current Tax

Provision for taxation has been made in

accordance with the direct tax laws prevailing for

the relevant assessment years.

n)� Related Party transactions

Disclosure of transactions with related parties, as

required by Accounting Standard 18 “Related Party

Disclosure” as specified in the Companies (Accounting

Standard) Rules, 2006 (as amended), has been set out

in a separate statement annexed to this note. Related

parties as defined under paragraph 3 of the Accounting

Standard 18 have been identified on the basis of

representation made by the management and

information available with the company.

o)� Leases

Lease arrangement where risk and rewards incidental to

ownership of an asset substantially vest with the Lessor

are recognized as Operating Leases. The Company's

significant Leasing arrangement are in respect of

operating leases for immovable property which includes

godowns, etc. The aggregate lease rentals

p a y a b l e / r e c e i v a b l e s a r e r e c o g n i z e d a s

expenditure/income in the statement of profit and loss as

per the respective lease agreements. Initial direct costs

incurred specifically to earn revenues from an operating

lease are recognized as an expense in the statement of

profit and loss in the period in which they are incurred.

p)� Earning Per Share

The company reports basic and diluted earnings per

share (EPS) in accordance with the Accounting

Standard 20 as specified in the Companies (Accounting

Standard) Rules, 2006 (as amended). The Basic EPS

has been computed by dividing the income available to

equity shareholders by the weighted average number of

equity shares outstanding during the accounting year.

There are no dilutive potential equity shares so Diluted

EPS is same as Basic EPS.

109

ii) Deferred Tax

In accordance with the Accounting Standard 22-

Accounting for Taxes on Income, as specified in

the Companies (Accounting Standard) Rules

2006 (as amended), the deferred tax for timing

differences between the book profit and tax

profits for the year is accounted for by using the

tax rates and Laws that have been enacted or

substantively enacted as of the Balance Sheet

Date.

Deferred tax assets arising from timing

differences are recognised to the extent there is

reasonable certainty that sufficient future taxable

income will be available against which such

deferred tax assets can be realized.

Net outstanding balance in Deferred Tax account

is recognized as deferred tax liability /asset. The

deferred tax account is used solely for reversing

timing difference as and when crystallized.

Following are the major components of Deferred

Tax Assets/ Deferred Tax Liabilties

a) Depreciation

b) Gratuity

c) Preliminary Expenses

r)� Impairment of Fixed Assets

i) The carrying amount of assets, other than

inventories, is reviewed at each balance sheet

date to determine whether there is any indication

of impairment. If any such indication exists, the

assets recoverable amount is estimated. The

recoverable amount is the greater of the asset's

net selling price and its value in the uses which is

determined based on the estimated future cash

flow discounted to their present values. If there is

no reason to believe that an asset's value in use

materially exceeds its net selling price, the

asset's recoverable amount may be taken to be

its net selling price.

ii) The impairment loss is recognized whenever the

carrying amount of an asset or its cash generation

unit exceeds its recoverable amount. All

impairment losses are recognized in the

statement of Profit and Loss.

iii) An impairment loss is reversed if there has been a

change in the estimates used to determine the

recoverable amount and is recognised in the

Statement of Profit and Loss, unless the asset

is carried at revalued amount in accordance

with AS 10 Accounting for Fixed Assets.

s)� Provision, Contingent Liabilities and Contingent

Assets

Provision are recognized for when

I) The company has at present, legal or contractual

obligation as a result of Past events

ii) It is probable that an outflow of resources

embodying economic outgo or loss will be

required and

iii) The amount involved can be measured reliably.

Contingent liabilities being a possible obligation as a

result of Past events, the existence of which will be

confirmed only by the occurrence or non-occurrence

of one or more future events not wholly in control of

the company are not recognized in the accounts. The

nature of such liabilities and an estimate of its

financial effect are disclosed in notes to the Financial

Statements.

Contingent assets are neither recognized nor

disclosed in the financial statements.

t)� Expenditure

Expenses are net of taxes recoverable, where

applicable.

u)� Accounting of claims

I) Claims received are accounted at the time of

lodgment depending on the certainty of receipt

and claims payable are accounted at the time of

acceptance.

ii) Claims raised by Government authorities

regarding taxes and duties, which are disputed by

the company, are accounted based on legality of

each claim. Adjustments, if any, are made in the

year in which disputes are finally settled.

v)� Doubtful debts/Advances

Provision is made in the accounts for debts/

Advances which, in the opinion of the management,

are considered doubtful of recovery.

w)� Details Of Loans Given, Investments Made And

Guarantee Given Covered U/S 186 (4) Of The

Companies Act, 2013

Corporate Guarantees for SBLC issued in favor of

Foreign Wholly Owned Subsidiary

Maximum amount of Guarantee outstanding during the year- USD 11.33 Million

st Amount of Guarantee Outstanding as on 31 March, 2017- NIL

110

stNotes on the Financial Statements for the Year Ended on 31 March, 2017 (Consolidated)

Note 3 Share Capital

a)

c)

( ` in lakhs)

Particulars

Class of Shares/Name of Shareholder





Number of

shares

Number of

shares

Amount Amount

(a) AuthorisedEquity Shares of ` 2 each with Voting Rights 125000000 2500.00250000000 5000.00

(b) Issued , Subscribed and Paid UpEquity Shares of ` 2 each with Voting Rights 118633305 2372.67237266610 4745.33

118633305 2372.67237266610 4745.33


Namrata S. Agrawal 23112325 19.48%43224650 18.22%

Tulsiram C. Agrawal 12420000 10.47%0 0.00%

Mahendra T. Agrawal 11350800 9.57%22701600 9.57%

Pushpa T. Agrawal 10800110 9.10%21600220 9.10%

Manoj T. Agrawal 10270800 8.66%20541600 8.66%

Sandeep T. Agrawal 6761700 5.70%13523400 5.70%

Total 74715735 62.98%121591470 51.25%



- Number of shares 118633305 NIL 118633305 NIL 237266610

- Amount 2372.67 NIL 2372.67 NIL 4745.33


- Number of shares 23726661 NIL NIL 94906644 118633305

- Amount 2372.67 NIL NIL NIL 2372.67

* Issue of 118633305 equity shares as bonus shares (bonus ratio 1:1)**Split of shares in the ratio of 1:5 in financial year 2015-16

(b) The Company has only One Class of Shares referred to as Equity Shares having a Face Value of ` 2/- per share. Each holder of Equity Share is entitled to One Vote per Share.

ParticularsOpeningBalance

Buy back IssuedDuring

the Year*

Increasein number

of shares **

ClosingBalance

Number of

shares held

(Face Value

Rs.2)

Number of

shares held

(Face Value

Rs.2)

% holding in

that class

of shares

% holding in

that class

of shares

111

Note 6 Deferred Tax Liabilities (Net) ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Deferred Tax Liabilities 57.8692.03

Total 57.8692.03

Note 4 Reserves and Surplus ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

(a) Securities Premium Opening Balance 1982.001982.00 Add : Premium on Shares issued during the Year NIL NIL Less : Utilised during the Year ( Issue Of Bonus Share - NIL1982.00 Capitalisation of Reserves )

Closing Balance 1982.00NIL (b) Surplus / (Deficit) in Statement of Profit and Loss Opening Balance 1675.989092.43 Add: Profit / (Loss) for the Year 9789.1214015.55 Less: 1st Interim Dividend 949.07711.80 2nd Interim Dividend 1423.60711.80 3rd Interim Dividend NIL711.80 4th Interim Dividend NIL711.80 Issue of Bonus shares- Capitalised for the issue of bonus shares NIL390.67

Closing Balance 9092.4319870.11 (c) General Reserve Opening Balance 1.081.08 Add: Addition during the Year NILNIL Less : Utilised during the Year NILNIL

Closing Balance 1.081.08

(d) Foreign Currency Fluctuation Reserve Opening balance (4.03)7.15 Add: Addition during the Year 11.18(123.83) Less : Utilised during the Year NIL NIL

Closing Balance 7.15(116.67)

Total 11082.6619754.52

Note 5 Long Term Borrowings ( ` in lakhs)


Term Loans

From Banks

Secured (DBS Bank Ltd-Kushal Impex Pte. Ltd.) NIL NIL 563.35 36.69

Amount included under the head "Other Current NIL NILNIL (36.69)

Liabilities" (Refer Note 10)

Total NIL NIL563.35 NIL

Non-Current Non-CurrentCurrent Current

Kushal Impex Pte. Ltd., Singapore has taken term loan from DBS Bank Ltd, Singapore of SGD 1288000/- to finance

the purchase of the property at (10 Anson Road # 17-14, International Plaza, Singapore 079903). Kushal Tradelink

Limited has provided corporate guarantee for the term loan to DBS Bank Ltd., Singapore.

112

Note 7 Long Term Provisions ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Provision for Gratuity 18.5019.99

Total 18.5019.99

Note 9 Trade Payables

Note 11 Short-term Provisions

( ` in lakhs)

( ` in lakhs)

Particulars

Particulars

As at

March 31, 2017

As at

March 31, 2017

As at

March 31, 2016

As at

March 31, 2016

Disclosures required u/s 22 of MSMED Act, 2006: There are no Overdue Principal remaining unpaid to any supplier.

Further, there are no interest paid/ accrued/ due to any such supplier.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the

basis of information collected by the management. This has been relied by auditor.

Acceptances NILNIL

Other than Acceptances 97104.0466566.68

Total 97104.0466566.68

Provision for Income Tax 673.08419.31

Provision for Interim Dividend NIL711.80

Total 673.081131.11

Note 10 Other Current Liabilities ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Current Maturities of Long Term Debt NIL36.69

Statutory Dues 3.786.10

Payable for Expenses 90.9217.18

Advance from Customers 2.86122.94

Deposit 6.276.27

Unclaimed Dividend 40.182.38

Total 144.01191.56

Note 8 Short Term Borrowings ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

The working capital facilities are secured by hypothecation of Current Assets of the company and mortgage of some of

the Fixed Assets and Investment properties of the company. Further, they are secured by some personal properties of

promoters and personal guarantee of Executive Directors and their relatives.

From Banks Working Capital Facilities 10838.09NIL

Total 10838.09NIL

113

Note 12 Tangible Assets ( ` in lakhs)

(a) Land

Free hold Land 135.23 0.00 0.00 0.00 0.00 0.00 135.23135.23 0.00 135.23

(b) Buildings

Own use 2190.52 0.00 0.00 35.98 21.92 0.00 2154.542190.52 57.90 2132.62

(c) Plant and Equipment

Owned Plant & Machinery 40.00 6.04 0.00 12.68 2.99 0.00 27.3246.04 15.67 30.37

(d) Furniture and Fixtures

Owned 14.02 3.98 0.00 9.32 2.15 0.00 4.7018.00 11.47 6.53

(e) Vehicles(office )

Owned 139.45 0.00 26.00 73.49 16.79 14.01 65.95113.45 76.27 37.18

(f) Vehicles commercial

Owned 34.11 0.00 0.00 27.76 3.40 0.00 6.3534.11 31.17 2.95

(g) Office equipment

Owned 0.68 0.00 0.00 0.51 0.11 0.00 0.170.68 0.62 0.06

(h) Computers

Owned 27.72 2.98 0.00 19.48 5.63 0.00 8.2430.70 25.11 5.59

Total 2581.74 13.00 26.00 179.22 53.01 14.01 2402.522568.74 218.22 2350.52

Previous year 1799.82 7.90 20.78 136.70 55.64 13.12 1663.121786.94 179.22 1607.71

A. Tangible assets Gross block Accumulated depreciation and impairment Net block



Additions Disposals Balanceas at31 March,2017




Depreciation / amortisationexpensefor theyear

Eliminaed ondisposalofassets

Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. ` Amt. `

Note 13 Non-current Investments ( ` in lakhs)


Investment in Quoted Shares ( At Cost )* 15.13 NIL 15.13* 15.13 NIL 15.13*

Investment Properties NIL 244.55 244.55NIL 244.55 244.55

Total 15.13 244.55 259.6815.13 244.55 259.68

Quoted QuotedUnquoted UnquotedTotal Total

*This in Non Trade Investment comprising of 84894 Quoted Shares of Shree Rama Multi Tech Ltd. Having Market

Value of ̀ 12.50 per Share. [MV ̀ 10.61 Lakh] [PY MV ̀ 5.02 Lakh (` 5.91/- per share)]

Note 14 Long Term Loans and Advances ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March31, 2016

(a) Security Deposits (Unsecured, Considered Good) 2.900.96

(b) Other Advances Investment Properties 133.36133.36

Total 136.26134.32

Note 15 Other Non-current Assets ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March31, 2016

Unamortised Preliminary Expenses 94.95105.07

Total 94.95105.07

114

Note 16 Inventories ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March31, 2016


Stock in Transit 965.551079.07

Total 1193.141535.82

Note 17 Trade Receivables ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March31, 2016

Trade Receivables outstanding for a period exceeding six months from



Trade Receivables outstanding for a period less than six months from



Total 115301.3182,250.29

Note 18 Cash and Bank Balance ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March31, 2016

Cash and Cash Equivalents

Cash on hand 18.6419.07

Balances with banks in Current Accounts 1251.18713.31

Balance earmarked for Unclaimed Dividend 40.182.38

1310.00734.76

Other Bank Balances

Fixed Deposits 641.1795.00

641.1795.00

Total 1951.17829.76

Note 19 Short Term Loans and Advances ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March 31, 2016

Prepaid Expenses 181.4219.56

Balance with Tax Authorities 480.12712.54

Advance to Suppliers

To Related Parties 1043.144836.41

To Others 6.000.42

Advance to Employee NIL17.27

Short Term Deposits & Other Advances NIL12.31

Total 1710.685598.51

115

Note 20 Other Current Assets ( ` in lakhs)

ParticularsAs at

March 31, 2017

As at

March31, 2016

Interest Accrued but Not Due 36.010.60

Total 36.010.60

Note 21 Revenue From Operations ( ` in lakhs)

( ` in lakhs)

( ` in lakhs)

Particulars

Particulars

Particulars

For the year ended

March 31, 2017

For the year ended

March 31, 2017

For the year ended

March 31, 2017

For the year ended

March 31, 2016

For the year ended

March 31, 2016

For the year ended

March 31, 2016

21(i) Sale of Merchandise 158839.18235856.93

21(ii) Other Operating Income 151.10101.49

Total 158990.28235958.42

21(i) Sale of Various Merchandise 158839.18235856.93

Total - Sale of Traded Goods 158839.18235856.93

21(ii) Other Operating Income Comprises:

Rate Differences / Discount/ Delay Payment Charges 75.3754.95

Recovery From Customers Towards Various Charges 33.4817.25

Import Claims 3.6720.63

Round Off 0.030.02

Other Operating Income 38.558.64

Total 151.10101.49

Note 22 Other Income( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

Interest on FDRs 76.4852.00

Net Gain/(Loss) on Sale of Fixed Assets (7.69)(7.99)


Other Income NIL8.27

Total 87.1797.37

Note 23 Purchase of Merchandise ( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

Various Merchandise 147001.24219591.61

Total 147001.24 219591.61

116

Note 24 Changes in Inventories of Stock In Trade

Note 25 Employee Benefit Expenses

Note 26(i) Other Borrowing Costs

( ` in lakhs)

( ` in lakhs)

( ` in lakhs)

Particulars

Particulars

Particulars

For the year ended

March 31, 2017

For the year ended

March 31, 2017

For the year ended

March 31, 2017

For the year ended

March 31, 2016

For the year ended

March 31, 2016

For the year ended

March 31, 2016

Inventories at the end of the year:


Stock in transit 965.551079.07

1193.141535.82

Inventories at the beginning of the year:


Stock in transit NIL965.55

997.461193.14

Net (increase) / decrease (195.68)(342.68)

Salaries and Bonus 101.69144.44

Managerial Remuneration 28.9561.70

Contribution to Provident Fund 8.267.88

ESIC Expenses 1.131.48

Gratuity 2.572.19

Staff Welfare Expenses 2.371.87

Management Consultancy Charges NIL23.74

243.30 Total 144.97

Bank Charges 139.58202.31

Bank Loan Process Fees 23.09NIL

Other Finance Charges 0.680.19

202.50 Total 163.35

Note 26 Finance Costs( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

(a) Interest Expense on:

Borrowings 873.17156.76

Income Tax 7.1227.76

(b) Other Borrowing Costs [Note 26(i)] 163.35202.50

387.02 Total 1043.64

117

Note 27 Other Expenses ( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

Insurance Premium 4.243.72

Audit Fees [Note 27(i)] 9.3613.62

Electricity Expenses 15.0513.63

Municipal Expenses 7.186.95

Loss on Foreign Currency Transaction 7.4020.16

Repairs & Maintenance 4.155.41

Vehicle Repair & Fuel Expenses 40.9832.63

Rent Expenses 16.836.75

Miscellaneous Expenses 319.31218.87

Marketing Expenses NIL53.95

Vat Expense/ Interest on VAT NIL55.76

Penalty on VAT NIL8.96

CSR Expenses 13.6015.75

Total 438.10 456.16

Note 27(i) Payment to Auditor( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016

Audit Fees

As Auditor 9.0513.62

For taxation matters 0.16NIL

For Other Matters 0.15NIL

13.62 Total 9.36

Note 28 Contingent Liabilities and Commitments ( ` in lakhs)


March 31, 2017

For the year ended

March 31, 2016







Total 439.55 257.81

118

Note 29 Related Party Transaction

As per the Accounting Standard 18, disclosures of transactions with related parties (As identified by the Management), as defined in Accounting Standard are given below:

a) Associates

1) Ashapura Paper Mills Private Limited

2) Kushal Wealth Creators Private Limited

3) Riddhi Siddhi Recyclers Private Limited

b) Key Managerial Personnel

1) Sandeep Agrawal (Chairman and Managing Director)

2) Mahendra Agrawal (Whole Time Director- resigned on 20.01.2017)

3) Manoj Agrawal (Executive Director- appointed on 14.11.2016)

4) Kushal Agrawal (Additional Director- appointed on 20.01.2017)

5) CA Vimal Shah (Chief Financial Officer)

6) CS Mittali Christachary (Company Secretary)

c) Relatives of Key Managerial Personnel with whom transactions done during the Year

1) Sudha Agrawal

2) Tulsiram Agrawal

( ` in lakhs)

For the year ended

March 31, 2017

For the year ended

March 31, 2016

1 Sale Of Goods Ashapura Paper Mills Private Limited 3373.832524.75



2 Purchase of Goods Ashapura Paper Mills Private Limited 5046.703318.60



3 Rent Sudha Agrawal 5.405.40

4 Remuneration Sandeep Agrawal 14.6914.38

Mahendra Agrawal 14.2611.66

Manoj Agrawal NIL3.40

Kushal Agrawal NIL1.16

5 Salary Tulsiram Agrawal 9.002.25

CA Vimal Shah 4.395.31

CS Mittali Christachary 2.273.69

Sr.No

Nature of Transaction Name of Related Party

Note 30 Other Statutory Disclosures


March 31, 2017

For the year ended

March 31, 2016

Value of Imports on CIF Basis- Traded Goods NIL7163211 USD

Value of Exports on CIF Basis- Traded Goods NIL7201665 USD

Expenditure in Foreign Currency NILNIL

119

Note 31

Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof:

Kushal Tradelink Limited has constituted the Corporate Social Responsibility Committee consisting of 3 Directors as member of committee.

Average net profit of the company for last three financial years is ̀ 787.70 Lakhs .

Prescribed CSR Expenditure is ̀ 15.75 Lakhs.

Details of CSR spent during the financial year.

(a) Total amount spent during the financial year: ` 23.25Lakhs

(b) Amount unspent, if any: NIL

Note: Total Amount of ` 23.25 Lakhs was spent during the year including amount of ` 7.34 Lakhs (CSR Expenditure of FY 2015-16 for which provision was made last year)

Note 32

As per the Accounting Standard 21 on “Consolidated Financial Statements” as specified in the Companies (Accounting Standard) Rules 2006 (as amended), the company has presented consolidated financial statements separately.

Note 33

General Disclosure

Note 34

Issue of Bonus Shares & Capitalisation of Reserves

The company has issued bonus share in the ratio of 1:1

on 18th March, 2017 to the shareholders as on record

date 17th March, 2017. Paid Up Capital of the company

has been increased from Rs 2372.67 Lacs (before

bonus) to Rs. 4745.33 Lacs (after bonus).

As per Section 63 of Companies Act, 2013, Securities

Premium amounting to Rs. 1982.00 Lacs and Free

Reserves amounting to Rs. 390.67 Lacs has been

capitalized for the purpose of Issue of fully paid Bonus

Shares.

Note 35

The company had declared following Interim Dividends

during the Financial Year

1) 1st Interim Dividend of ` 71179983 (30% of

Face value of Equity shares of ̀ 2 each) nd 2) 2 Interim Dividend of ` 71179983 (30% of

Face value of Equity shares of ̀ 2 each) rd 3) 3 Interim Dividend of ` 71179983 (30% of

Face value of Equity shares of ̀ 2 each )t h 4) 4 Interim Dividend (Proposed) of

` 71179983 (15% of face value of equity

shares of ̀ 2 each)

Particular Purchase Sale

Various Merchandise 219591.61 235856.94

Total 219591.61 235856.94

120

( ` in lakhs)

( ` in lakhs)

Segment revenue

a) Segment revenue from sales to external customers and 38421.84 170076.23 27617.97

b) Segment revenue from transactions with other segments; NIL NIL NIL

Segment result 920.30 14240.35 497.19

Total carrying amount of segment assets 19550.33 51831.73 21963.68

Total amount of segment liabilities 10492.03 37123.27 20397.05

Total cost incurred during the period to acquire segment assets NIL NIL NIL

that are expected to be used during more than one period

(tangible and intangible fixed assets)

Total amount of expense included in the segment result for NIL NIL NIL

depreciation and amortisation in respect of segment assets

for the period

Total amount of significant non-cash expenses, other than NIL NIL NIL

depreciation and amortisation in respect of segment assets,

that were included in segment expense and, therefore,

deducted in measuring segment result.

Note 36

Particulars India Ajman, U.A.E. Singapore

Note 37

Disclosure on Specified Bank Notes (SBNS)

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December, 30 2016, the denomination wise SBNs and other notes as per the notification is given below:


on 08-11-2016

Add. Permitted Receipts NIL 315684 315684

Less. Permitted Payments NIL 354516 354516

Less. Amount Deposited in bank NIL NIL NIL


on 30-12-2016

Sr

No.SEPCIFIED BANK NOTES OTHER DENOMINATION TOTAL

NOTES i.e. ` 100,50,10

and new notes Denomination

in 500 & 2000 ETC

i.e. ` 1000 & ` 500

Denomination

For the purposes of this clause, the term 'Specified Bank Notes' shall have the same meaning provided in the

notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.

3407(E), dated the 8th November, 2016.

121

Note 38

During the financial year 2015-16, the Dividend Distribution Tax has been directly routed through Reserve & Surplus under surplus / (deficit) in statement of Profit & Loss in note no 4. However, in the year under consideration the company has debited / routed the Dividend Distribution Tax through provision for Current Tax in Statement of Profit & Loss and accordingly previous year figures has been regrouped – rearranged.

Note 39

Previous year's figure have been recast, regrouped and rearranged, wherever necessary to confirm to this year's classification.










122

FORM AOC 1

(Pursuant to first proviso to sub-section (3) of section 129 read with

rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement

of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in ` In Lakhs)

Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: NONE 2. Names of subsidiaries which have been liquidated or sold during the year: NONE

1. Sl No. 1

2. Name of the subsidiary: Kushal Impex Pte Ltd.

3. The date since when subsidiary was acquired 16-01-2014

4. Reporting period for the subsidiary concerned, if different The reporting period is same as holding company. i.e.

from the holding company's reporting period 01.04.2016 to 31.03.2017

5. Reporting currency and Exchange rate as on the last Reporting Currency : US Dollars

date of the relevant Financial year in the case of foreign Exchange Rate : Rs. 64.86/ USD

subsidiaries.

6. Share capital ` 61.72

7. Reserves & surplus ` 769.56

8. Total assets ` 21974.08

9. Total Liabilities ` 21142.80

10. Investments NIL

11. Turnover ` 27565.17

12. Profit before taxation ` 368.89

13. Provision for taxation ` 62.71

14. Profit after taxation ` 306.18

15. Proposed Dividend NIL

16. % of shareholding 100%

1. Sl No. 2

2. Name of the subsidiary: Kashish Worldwide F.Z.E

3. The date since when subsidiary was acquired 10-01-2016

4. Reporting period for the subsidiary concerned, if different The reporting period is same as holding

from the holding company's reporting period company. i.e. 01.04.2016 to 31.03.2017

5. Reporting currency and Exchange rate as on the last Reporting Currency :AED

date of the relevant Financial year in the case of foreign Exchange Rate : Rs. 17.66/1 AED

subsidiaries.

6. Share capital ` 32.43

7. Reserves & surplus ` 14675.50

8. Total assets ` 51831.73

9. Total Liabilities ` 37123.81

10. Investments NIL

11. Turnover ` 170076.23

12. Profit before taxation ` 14240.35

13. Provision for taxation NIL

14. Profit after taxation ` 14240.35

15. Proposed Dividend NIL

16. % of shareholding 100%

123

Part “B”: Associates and Joint Ventures

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

Name of Associates/Joint VenturesAssociate/Joint Venture

1. Latest audited Balance Sheet Date

2. Shares of Associate/Joint Ventures held by the company on the year end

i. No:

ii. Amount of Investment in Associates/Joint Venture

iii. Extend of Holding %

3. Description of how there is significant influence

4. Reason why the associate/joint venture is not consolidated

5. Networth attributable to Shareholding as per latest audited Balance Sheet

6. Profit / Loss for the year

i. Considered in Consolidation

ii. Not Considered in Consolidation

NOT APPLICABLE

1. Names of associates or joint ventures which are yet to commence operations: NONE

2. Names of associates or joint ventures which have been liquidated or sold during the year: NONE










124

late shri tulsiramji agrawalpapers. the company uses raw material like new doubled lined kraft...

Documents