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Kiri Industries Ltd.

BSE: 532967 Sector: Industrials
NSE: KIRIINDUS ISIN Code: INE415I01015
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VOLUME 86474
52-Week high 624.00
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P/E 15.60
Mkt Cap.(Rs cr) 1,597
Buy Price 0.00
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Sell Price 573.65
Sell Qty 30.00
OPEN 575.00
CLOSE 563.90
VOLUME 86474
52-Week high 624.00
52-Week low 227.05
P/E 15.60
Mkt Cap.(Rs cr) 1,597
Buy Price 0.00
Buy Qty 0.00
Sell Price 573.65
Sell Qty 30.00

Kiri Industries Ltd. (KIRIINDUS) - Director Report

Company director report

To the Members Kiri Industries Limited

Your Directors have pleasure in presenting their 18th Annual Report togetherwith Audited Accounts of the Company for the financial year ended on March 31 2016.

Standalone Performance:

The highlights of Company’s financial performance for the year ended March 312016 are as under:

(Rs. In Lakhs)

Particulars 2015-16 2014-15
Total Revenue 89560 78259
Profit Before Finance Cost Depreciation Tax and Prior period adjustments 9044 7291
Less : Finance Cost 6715 8444
Depreciation 2038 2022
Prior Period adjustments 20 196
Profit/(Loss) before taxation and extra ordinary items 271 (3371)
Add : Extra Ordinary Items 470 0
Profit/(Loss) Before Taxation 741 (3371)
Less : Provision for Taxation (151) 0
Add : Mat Credit Entitlement 151 0
Deferred Tax asset/(liability) 166 (315)
Net Profit/ (Loss) After Tax 907 (3686)

Highlights of Operations:

Total Revenue:

During the year under review total turnover of the Company increased by 14% from Rs.78259 Lakhs to Rs. 89560 Lakhs as compared to previous financial year ended March 312015 increase in revenue mainly due to increase in production and price of DyestuffIntermediate and basic chemicals as compared to the previous financial year.

Profit before Finance Cost Depreciation Tax and Prior period adjustments:

Profit before Finance cost Depreciation Tax and prior period adjustment increased by24% from Rs. 7291 Lakhs to Rs. 9044 Lakhs which is mainly due to increase in revenue ascompared to previous financial year.

Total Expense:

During the year under review the Total Expense increased by 9% amounting to Rs. 89288Lakhs as Compared to Rs. 81630 Lakhs of the previous financial year. The increases intotal expenses are mainly on account of increase in cost of material consumed EmployeeBenefits Expenses Manufacturing Expenses and selling and distribution expenses ascompared to the previous financial year.

Net Profit:

During the year under review the Company has reported profit after tax of Rs. 907 Lakhsas compared to previous year net loss of Rs. 3686 Lakhs mainly on account of increase inprice of products and decrease in finance cost due to significant reduction of debts ofthe Company.

Highlights of Consolidated Performance:

The highlights of Company’s consolidated financial performance for the year endedMarch 31 2016 are as under:

(Rs. In Lakhs)

Particulars 2015-16 2014-15
Total Revenue 104169 93276
Profit Before Finance Cost Depreciation Tax and Prior period adjustments 12538 10362
Less : Finance Cost 7348 8630
Depreciation 2686 2836
Prior Period adjustments 22 215
Profit/(Loss) before taxation and extra ordinary items 2482 (1319)
Add : Extra Ordinary Items 470 0
Profit/(Loss) Before Taxation 2952 (1319)
Less : Current Tax 701 392
Short Provision of Tax for earlier years 27 30
Deferred Tax (Assets) / Liabilites (193) 263
Mat Credit Entitlement (151) (392)
Net Profit (Loss) After Tax 2568 (1612)
Add : Share of Profit from Associate 17004 19764
Profit After Tax for the year 19572 18152

Highlights of Operations:

Total Revenue:

During the year under review the total revenue increased by 12% to Rs. 104169 Lakhsfrom Rs. 93276 Lakhs as compared to the previous financial year ended March 31 2015 dueto increase in prices of products of the Company and positive continuous support from Dyeand basic chemical business and significant contribution by joint venture company.

Profit before Finance Cost Depreciation Tax and Prior period adjustments:

During the year under review the Profit before Finance Costs Depreciation Tax andprior period adjustments increased by 21 % to Rs. 12538 Lakhs from Rs. 10362 Lakhs ascompared to the previous financial year. It was mainly due to increase in revenue fromoperations on account of increase in price of products of the Company.

Total Expense:

During the year under review the total expenses increased by 8% to Rs. 101688 Lakhsas compared to Rs. 94595 Lakhs of the previous financial year. The reasons for increase intotal expenses are only due to increase in Material Cost Administrative expenses andManufacturing Expenses as compared to the previous financial year.

Net Profit:

During the year under review the Company has reported net profit of Rs. 19572 Lakhs ascompared to the profit of Rs. 18152 Lakhs of the previous financial year. The increase innet profit mainly on account of increase in total revenue significant decrease in financecost increase in price of products of the Company positive contribution by dyes andbasic chemical division and joint venture of the Company.

Dividend:

Your Directors recommend dividend @ 0.15% on 4333500 Cumulative Redeemable PreferenceShares (Preference Shares) Rs. 10.00 each for the year ended March 31 2016. The aggregateamount of the dividend on 4333500 Preference Shares is Rs. 78235/- (Rupees SeventyEight Thousand Two Hundred and Thirty Five Only) including dividend distribution taxamounting to Rs. 13233 (Rupees Thirteen Thousand Two Hundred and Thirty Three Only).

Due to conserve resources for future business requirements and lesser profit availablefor appropriation your directors have not recommend dividend on Equity Shares.

Subsidiaries and Consolidated Financial Statements:

The Company has prepared Consolidated Financial Statements in accordance with theGenerally Accepted Accounting Principles (GAAP). The Company has presented financialstatements as per Schedule III as notified under the Companies Act 2013. Except whereotherwise stated the accounting policies are consistently applied. All the assets andliabilities have been classified as current or non current as per the Company’snormal operating cycle and other criteria set out in the Schedule III to the CompaniesAct 2013.

The Board reviewed the affairs of the Company’s subsidiaries during the year atregular intervals. In accordance with section 129(3) of the Companies Act 2013 theCompany has prepared Consolidated Financial Statements of the Company and itssubsidiaries/Associates and Joint Venture which form part of this Annual Report. Furtherin compliance of section 129 (3) of the Companies Act 2013 a statement containingsalient features of the Financial Statements of subsidiaries/Associates and Joint Venturein Form AOC-1 is given as Annexure A which forms part of the Directors Report.

Listing Fees:

The Equity Shares of your Company are listed and actively traded on the BSE Limited(BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid AnnualListing fees to both the stock exchanges for the Financial Year 2016- 2017 within thestipulated time.

Directors:

During the year under review there is no change in composition of Board of Directorsof the Company.

Mr. Pravin Kiri Chairman of the Company retires at the ensuing Annual General Meeting(AGM) and being eligible offers himself for re-appointment. A brief profile of Mr. PravinKiri as required under Regulation 36(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is annexed to the Notice.

Declaration of Independent Directors:

During the year under review all the Independent Directors have given theirdeclarations stating that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. In the opinion of the Board they fulfill the conditionsof independence as specified in the Companies Act 2013 and Rules made thereunder and areindependent of the Management.

Board Meetings as well as separate meeting of Independent Directors:

During the year the Board met 5 (Five) times on May 29 2015 August 07 2015September 26 2015 November 07 2015 and February 09 2016. The intervening gap betweenany two meetings was within the period prescribed under the Companies Act 2013.

A separate meeting of Independent Directors of the Company was held on March 19 2016.At the meeting the Independent Directors reviewed the performance of Executive Directorsthe Board and the Chairman of the Company.

Statutory Auditors:

The members of the Company at their 16th Annual General Meeting (AGM) heldon September 26 2014 has re-appointed M/s V. D. Shukla & Co. Chartered AccountantsStatutory auditors of the Company for conducting Audit of the Company to hold office fromconclusion of 16th Annual General Meeting (AGM) till the conclusion of 19thAGM of the Company to be held in the year 2017 (subject to ratification of theirappointment and remuneration by the members at every AGM). M/s V. D. Shukla & Co.Chartered Accountants have given certificate under section 141 of the Companies Act 2013and confirmed their eligibility to the effect that their re-appointment if made would bewithin the limits prescribed under the Act and that they are not disqualified forre-appointment. The Board recommends their re-appointment as statutory auditors of theCompany.

Notes to the financial statements referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

Cost Auditors:

The Audit Committee of the Company at their meeting held on May 30 2016 hasrecommended to the Board of Directors for appointment and fixing of remuneration of M/s.V. H. Savaliya & Associates Cost Accountants for audit of cost records ofmanufacturing units of the Company for the financial year 2016-17. The Board of Directorsof the Company at their meeting held on May 30 2016 has appointed M/s. V. H. Savaliya& Associates as Cost Auditors at a remuneration of Rs. 200000/- plus Service Tax& out of pocket expenses subject to ratification by the members of the Company at theensuing Annual General Meeting. During the year under review the Cost Auditors’Report does not contain any qualification reservation or adverse remark.

Secretarial Auditors:

In compliance of the provision of section 204 of the Companies Act 2013 otherapplicable provisions of the Act the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and other applicable rules framed there under (subjectto modification or reenactment thereof from time to time) the Board of Directors at theirmeeting held on August 7 2015 has appointed M/s Kashyap R. Mehta & AssociatesPracticing Company Secretary Ahmedabad as Secretarial Auditor for conducting SecretarialAudit of the Company for the year 2015-16. The secretarial audit report is attachedherewith as "Annexure – B". Certain remarks in the secretarial auditreport do not have material impact on financial performance of the Company. The views ofthe management on each such remark are given hereunder:

1. There was delay in filing form FC-GPR in respect of allotment of 368825Equity Shares on conversion from Foreign Currency Convertible Bonds (FCCB) during the yearunder review.

Though there were some delays as observed in the report such delay in filing of FormFC-GPR with the Reserve Bank of India does not involve significant penalties.

2. The company had approached RBI during the year under review for compoundingof offences related to raising and utilization of FCCB proceeds for which compoundingorder has been received.

The Reserve Bank of India has compounded the said offences related to utilization ofFCCBs proceeds by payment of Compounding fees of Rs. 361000/-.

3. Ownership of an agricultural land intended for industrial purpose will betransferred in the name of the company upon receiving necessary approval for conversioninto non agriculture land.

The land is acquired for future expansion of the Company. Since a Company cannot holdagriculture land it is initially acquired in the name of Chairman of the Company and thesame would be transferred in the name of the Company after its conversion into non-agriculture land.

Details in respect of frauds reported by Auditors other than those which arereportable to the Central Government:

The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors as prescribedunder Section 143(12) of the Companies Act 2013 including rules made thereunder.

Policies:

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. In accordance with the provisions of theCompanies Act 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI (LODR) Regulations 2015") mandated toformulate and implement certain policies for all listed companies.

All our corporate governance policies are available on website of the Company. The keypolicies that have been adopted by the Company are as follows:

Sr. No. Name of Policy Brief Description Web Link
1. Whistle Blower Policy (Vigil Mechanism) The vigil mechanism shall provide for adequate safeguards against victimization of person(s) use such mechanism and make provision for direct access to the Chairman of the Audit Committee or the director nominated by the Audit Committee as the case may be in exceptional cases. http://www.kiriindustries.com/ pdf/policy/ Whistle%20Blower%20Policy%20KIL.pdf
2. Corporate Social Responsibility Policy Corporate Social Responsibility Policy provides guidelines for the Company to make CSR as one of the key business process fo r sustainable development for the Society. It aims at supplementing the role of the Government in enhancing welfare measures of the society based on the immediate and long term social activities. http://www.kiriindustries.com/pdf/policy/ CSR%20Policy%20KIL.pdf
The Company will act as a good Corporate Citizen subscribing to the principles of Global Compact for implementation.
3. Nomination and Remuneration Policy This policy formulates the criteria for determining qualifications positive attributes and independence for the appointment of a director (executive / non- executive) and also the criteria for determining remuneration of the directo rs ke y managerial personnel and other employees. http://www.kiriindustries.com/pdf/policy/ Nomination%20and%20Remuneration%20Policy.pdf
4. Website Content Archival Policy This policy deals with the retention and archival of corporate records of the company. http://www.kiriindustries.com/pdf/policy/ Website%20Archival%20Policy.pdf
5. Related Party Transaction Policy This policy regulates all transactions between the Company and its related parties. http://www.kiriindustries.com/pdf/policy/ Related%20Party%20Policy%20KIL.pdf
6. Policy on Preservation of Documents The main objective of this policy is to ensure that all the statutory documents / records are preserved in compliance with respective laws to ensure that the same are available in good order and to p revent from being altered damaged or destroyed and also readily available as and when required by the Company. http://www.kiriindustries.com/pdf/policy/ Policy%20on%20Preservation%20of%20Documents.pdf
7. Risk Management Policy The objective of the Risk Management Committee is to create and protect shareholder value by minimizing threats or losses and identifying and maximizing opportunities. http://www.kiriindustries.com/pdf/ Risk_Management_Policy.pdf
8. Policy of prevention of Sexual Harassment of Women at Workplace under (Prevention Prohibition and Redressal) Act 2013. The Company has implemented policy to provide protection against sexual harassment of women at work place and for the prevention and Redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. http://www.kiriindustries.com/pdf/policy/ Sexual%20Harrasment%20Policy.pdf
9. Material Subsidiaries Policy The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. http://www.kiriindustries.com/pdf/policy/ Materal%20Subsidiary%20Policy.pdf
10. Insider Trading Code The Code of Conduct provides the framework in dealing with securities of the Company. http://www.kiriindustries.com/pdf/ Code%20for%20Insider%20Trading- 2015amended.pdf

Public Deposits:

During the year under review the Company has not accepted any deposits from publicwithin the meaning of provisions of Section 73 of the Companies Act 2013 and otherapplicable provisions of the Act the Companies (Acceptance of Deposits by Companies)Rules 2014 and other applicable rules framed there under (subject to modification orre-enactment thereof from time to time).

Restructuring/Settlement of Debts:

During the year the Company had entered into settlement agreements with AssetsReconstruction Companies/banks/NCDs holder and FCCBs holder for settlement/restructuringof debts of the Company. On account of settlement/restructuring and initial payment ofinstallments under settlement the total debts had been reduced from Rs. 85316 Lakhs toRs. 41393 Lakhs as on March 31 2016. The Company is able to meet repayment of settleddebts during the settlement period.

Changes In Capital Structure: Allotment of Equity Shares

During the year under review the Board of Directors of the Company at their meetingheld on August 07 2015 has allotted total 3824825 Equity Shares which includesallotment of 2456000 equity shares upon conversion of warrants 368825 equity sharesupon conversion of partly paid up Series B and Series C Foreign Currency Convertible Bonds(FCCBs) and 1000000 equity shares to Kiri Employee Stock Option Trust in accordance withKiri ESOP Scheme 2014.

Therefore after allotment of above mentioned equity shares issued and paid up equityshare capital has been increased from Rs. 2273 Lakhs to Rs. 2655 Lakhs.

Employee Stock Option Scheme: Brief Details of Options Granted

Nomination and Remuneration Committee of the Company inter alia administers andmonitors the Company’s employees’ stock option scheme (ESOP Scheme) inaccordance with the applicable SEBI Regulations. During the year ended March 31 2016total 875000 options were granted and vested to the eligible employees under the ESOPScheme. During the year ended March 31 2016 there has been no material change in theCompany’s existing ESOP Scheme and the said scheme is in compliance with theapplicable Regulations.

The applicable disclosures as stipulated under the Companies Act 2013 as well as SEBIRegulations as on March 31 2016 is mentioned herein below. The Company has received acertificate from the statutory auditors that the scheme has been implemented in accordancewith the SEBI Regulations and the resolutions passed by the shareholders. The certificatewould be placed at the AGM for inspection by the members.

Whether the scheme is in terms of SEBI (SBEB) Regulations 2014 (if applicable) The Company has implemented the Kiri ESOP Scheme is in accordance with the SEBI (ESOS and ESOP) Guidelines 1999.
Total number of shares covered by these options 1000000 Shares covered under this ESOP Scheme.
Pricing formula Rs. 35/- per Equity Share.
Options granted 875000
Time within which options may be exercised Options granted to the eligible employees shall be execercised 20% every year after one year from the date of grant of such options.
Options Vested 875000
Options exercised Nil
The total Number of Shares arising as a result Nil
of exercised of option
Options lapsed Nil
The exercised Price N.A. since options granted to employees has not exercised the options as on March 31 2016.
Variation of terms of options No variations made in the terms of the options granted under Kiri Employee Stock Option Scheme – 2014.
Money realized by exercised of options N. A.
Brief details of significant terms Kiri ESOP Scheme 2014 provides total 1000000/- options to eligible employees of the Company at price of Rs. 35.00 per share. Employees are eligible to exercise 20% options every year after 1 year from grant of such options. Kiri ESOP scheme managed by independent trust created by the Company for implementation of Scheme under supervision and direction of Nomination and Remuneration Committee of the Company.
Subsequent changes or cancellation or exercise of such options No Changes is made for cancelation or exercise of such options.
Diluted earnings per share pursuant to issue of equity shares on exercise of options Rs. 2.87 per share
Total number of options in force 875000
Employee wise details of options granted
i) Key Managerial Personnel 875000
ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year Nil
iii) identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant Nil

The Nomination and Remuneration Committee of the Company at its meeting held on April08 2016 has granted 125000 options to Eligible Employees. Out of 875000 optionsgranted and vested to eligible employees they have exercised 175000 options on May 122016.

The disclosures pursuant to regulation 14 of the SEBI (Share Based Employee Benefits)Regulations 2014 read with SEBI circular (Ref. No: CIR/CFD/POLICY CELL/2/2015 dated June16 2015 on ESOP disclosures for the financial year 2015-16 is available athttp://www.kiriindustries.com/pdf/Disclosure%20of%20Employee%20Stock%20Option.pdf.

Directors Responsibility Statement:

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 with respectto Directors’ Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended March 31 2016 ona ‘going concern’ basis;

e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; f) they havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. Therefore disclosure in form AOC-2 as per provisions of section 188 of theCompanies Act is not required and hence not annexed with this report.

Composition of Committees

Currently the board has Five Committees: the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee the StakeholdersRelationship Committee and Risk Management Committee.

As required under section 177 (8) of the Companies Act 2013 the composition of theAudit Committee is mentioned herein below:

Name of Member Designation
Mr. Keyoor Bakshi Chairman
Mr. Manish Kiri Member
Mr. Mukesh Desai Member
Mrs. Veena Padia Member

A detailed note on the composition of the board and other committees are provided inthe corporate governance report which is forming part of this annual report.

Corporate Social Responsibility:

Your Company has always been committed to the cause of social service since itsinception and has repeatedly channelized its resources and activities which positivelyaffects the society socially ethically and also environmentally. Your Company has takenup various Corporate Social Responsibility ("CSR") initiatives and enhancedvalue in the society.

In compliance with the provisions prescribed under Section 135 of the Companies Act2013 your Company constituted a Corporate Social Responsibility (CSR) Committee. YourCompany has formulated CSR Policy which encompasses its philosophy and guides itssustained efforts for undertaking and supporting socially useful programs for the welfare& sustainable development of the society.

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure C of this report. For other details regarding the CSRCommittee please refer to the corporate governance report which forms part of thisreport.

In compliance of Section 135 of the Companies Act 2013 the Company shall ensure thatin every financial year at least 2% of average net profit of last three years has beenutilized towards CSR activities. Our Company has incurred losses since last threefinancial years therefore; the provision of section 135 is not applicable to the Companyfor mandatory contributing fund for CSR activities.

However the Company during the year 2015-16 has contributed directly or throughNGO/Trust Rs. 9.56 Lakhs towards promoting education medical aids disaster relief andenviornmental sustainability.

The detail about CSR policy is available on the website of the Company i.e.http://www.kiriindustries.com/pdf/policy/CSR%20Policy%20KIL.pdf.

Manner of Evaluation of Board Its Committees and Individual Directors:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out itsannual performance evaluation as well as the directors individually and evaluation of theworking of its Committees i.e. Audit Nomination and Remuneration StakeholdersRelationship Corporate Social Responsibility. A structured questionnaire was preparedafter taking into consideration inputs received from the directors covering variousaspects of the Board’s functioning such as adequacy of the composition of the Boardand its Committees Board culture execution and performance of specific dutiesobligations and governance.

Pursuant to applicable provisions of the Companies Act 2013 and Regulation 19 of SEBI(LODR) Regulations 2015 the Board in consultation with its Nomination &Remuneration Committee has formulated a framework containing inter-alia the criteriafor performance evaluation of the entire Board of the Company its Committees andindividual Directors including Independent Directors.

Board members had submitted their response for evaluating the entire Board respectivecommittees of which they are members and of their peer Board members including Chairmanof the Board. The Independent Directors had met separately on March 19 2016 without thepresence of Non-Independent Directors and the members of management and discussedinter-alia the performance of Non-Independent Directors and Board as a whole and theperformance of the Chairman of the Company after taking into consideration the views ofExecutive and Non -Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector‘s performance. The performance of evaluation of all the IndependentDirectors have been done by the entire Board excluding the Director being evaluated. Onthe basis of performance evaluation done by the Board it shall be determined whether toextend or continue their term of appointment whenever the respective term expires. TheDirectors expressed their satisfaction with the evaluation process.

Familiarisation Programme:

The Company has undertaken various steps to make the Independent Directors completeunderstanding about the Company. The details of such familiarization programmes have beendisclosed on the Company’s website i.e. http://www.kiriindustries.com/pdf/Familiarization%20Programme.pdf.

Particulars of Loans given Investments made Guarantees given and Securitiesprovided:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in notes to the financial statement of the Companyfor the year ended March 31 2016.

Extract of annual return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is annexed to this report as "AnnexureD".

Conservation of energy research and development technology absorptions and foreignexchange earnings and outgo:

Additional information on conservation of energy technology absorption foreignexchange earnings & outgo as required to be disclosed in term of Section 134(3)(m) ofthe Companies Act 2013 together with the Companies (Accounts of Companies) Rules 2014 isannexed to this report as "Annexure E".

Risk Management:

The board of directors of the Company has formed a risk management committee to frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.

The Risk Management policy of the Company is available on website of the Company i.e.http://www.kiriindustries.com/pdf/Risk_Management_Policy.pdf.

Particulars of Employees:

A Statement pursuant to section 197 read with Rule 5 of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 have been attached hereto as "AnnexureF".

Corporate Governance & Management Discussion and Analysis Report:

Corporate Governance is all about ethical conduct openness integrity andaccountability of an enterprise. Good Corporate Governance involves a commitment of theCompany to run the business in a legal ethical and transparent manner. It involves a setof relationships between a company’s management its Board shareholders andStakeholders. It is a key element in improving the economic efficiency of the enterprise.Credibility offered by Corporate Governance helps in improving the confidence of theinvestors – both domestic and foreign and establishing productive and long lastingbusiness relationship with all stakeholders.

Besides complying with the prescribed Corporate Governance practices as per the ListingRegulations the Company has voluntarily adopted various practices of governance confirmingto highest ethical and responsible standard of business. Strong governance practices ofthe Company have been rewarded in terms of improved share valuations stakeholder‘sconfidence improved market capitalization and gaining new business.

Certificate of the CEO/CFO inter-alia confirming the correctness of the financialstatements compliance with Company‘s Code of Conduct adequacy of the internalcontrol measures and reporting of matters to the auditors and the Audit Committee in termsof Regulation 17(8) of SEBI (LODR) Regulations 2015 is attached to this Annual report.

As stipulated in Schedule V of the SEBI (LODR) Regulations 2015 Management Discussionand Analysis Report as well as Report on Corporate Governance given as forms part of thisAnnual Report.

The Compliance Certificate from the Statutory Auditors regarding compliance ofconditions of corporate governance as stipulated in SEBI (LODR) Regulations 2015 isattached to this Annual report.

Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

Your Directors declared and confirm that during the year under review there is nocase filed under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Acknowledgement:

Your Directors would like to express their appreciation for the assistance andco-operation received from the government banks customers suppliers businessassociates and members during the year. Your Directors would also like to place on recordsincere appreciation for the significant contribution made by the employees through theirdedication and commitment towards the Company.

For and on behalf of Board of Directors
Date : August 12 2016 Pravin Kiri
Place: Ahmedabad Chairman

ANNEXURE A

Form AOC-I

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

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

Part "A": Subsidiaries

(Rs. in Lakhs)

Sr. No. Name of the subsidiary Reporting period for the subsidiary concerned if different from the holding company’s reporting period Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. Share capital Reserves & surplus Total assets Total Liabilities Invest -ments Turnover Profit/ (Loss) before taxation Provision for taxation Profit (Loss) after taxation Proposed Dividend % of Shareholding
1 Chemhub Trading DMCC 31.03.2016 1USD = INR 66.33 36.14 (564.19) 1100.21 1100.21 Nil 1651.01 (155.62) Nil (155.62) Nil 100

 

Names of subsidiaries which are yet to commence operations : Not Applicable
Names of subsidiaries which have been liquidated or sold during the year : Not Applicable

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures (Rs. in Lakhs)

Pvt Ltd Holdings (Singapore) Pte. Ltd Chemical Industries Ltd
(Associate Company) (Associate Company) (Joint Venture)
2. Latest audited Balance Sheet Date March 31 2016 December 31 2015 March 31 2016
3. Shares of Associate/Joint Ventures held by the company on the year end
- No. of Equity shares 2625000 2623354 30000000
Amount of Investment in Associates/Joint Venture 1443.75 9550.24 3000.00
Extend of Holding % 47.61% 37.57% 40.00%
- No. of 5% Non Cumulative Redeemable Preference shares. - - 28000000
Amount of Investment in Associates/Joint Venture - - 2800.00
Extend of Holding % - - 40.00%
4. Description of how there is significant influence

Due to Percentage of stake of the Company

5. Reason why the associate/joint venture is not consolidated N.A
6. Net worth attributable to Shareholding as per latest audited Balance Sheet 1268.31 80524.11 7902.98
7. Profit / Loss for the year
i. Considered in Consolidation (0.66) 17003.92 1927.31
ii. Not Considered in Consolidation (0.72) 28255.38 2890.97

Names of associates or joint ventures which are yet to commence operations : NotApplicable

Names of associates or joint ventures which have been liquidated or sold during theyear : Not Applicable

For and on behalf of the Board of Directors of
Kiri Industries Limited
Pravin Kiri Manish Kiri
Chairman Managing Director
(DIN No 00198275) (DIN No 00198284)
Suresh Gondalia Jayesh Vyas
Company Secretary Chief Financial Officer
Place : Ahmedabad
Date : May 30 2016

Form No. MR-3

Secretarial Audit Report

for the financial year ended on 31st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9

of the Companies (Appointment and Remuneration Personnel) Rules 2014]

To

The Members Kiri Industries Limited

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Kiri IndustriesLimited [CIN: L24231GJ1998PLC034094] (‘hereinafter called the Company’)having Registered Office at 7th Floor Hasubhai Chambers Town HallEllisbridge Ahmedabad Gujarat – 380 006. The Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March2016 complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent in the mannerand subject to the reporting made hereinafter: We have examined the books papers minutebooks forms and returns filed and other records maintained by the Company for thefinancial year ended on 31st March 2016 according to the provisions of: (i)The Companies Act 2013 (the Act) and the rules made thereunder; (ii) The SecuritiesContracts (Regulation) Act 1956 (‘SCRA’) and the rules made thereunder; (iii)The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder; (iv)Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to theextent of Foreign Direct Investment Overseas Direct Investment and External CommercialBorrowings; (v) The following Regulations and Guidelines prescribed under the Securitiesand Exchange Board of India Act 1992 (‘SEBI Act’):

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992/ 2015

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

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999/ Securities And Exchange Board Of India(Share Based Employee Benefits) Regulations 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not Applicable during the audit period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not Applicable during the audit period); and (vi) Various common laws applicable tothe manufacturing and other activities of the Company such as Labour Laws Land Laws etc.and sector specific laws such as The Environment (Protection) Act 1986 The Water(Prevention and Control of Pollution) Act 1974 The Water (Prevention and Control ofPollution) Cess Act 1977 The Air (Prevention and Control of Pollution) Act 1981 ThePublic Liability Insurance Act 1991 and Explosives Act 1884 for which we have relied onCertificates/ Reports/ Declarations/ Consents/Confirmations obtained by the Company fromthe experts of the relevant field such as Advocate Labour Law Consultants EngineersOccupier of the Factories Registered Valuers Chartered Engineers Factory Manager ChiefTechnology Officer of the Company Local Authorities Effluent Treatment Adviser etc. andhave found that the Company is generally regular in complying with the provisions ofvarious applicable Acts except that there were some delays in payment of certainundisputed statutory dues which were subsequently paid in full. We have also examinedcompliance with the applicable clauses of the following:

(i) Secretarial Standards (SS-1 & SS-2) issued by The Institute of CompanySecretaries of India (ii) Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Listing Agreements entered into by theCompany with the Stock Exchanges During the period under review the Company has compliedwith the provisions of the Act Rules Regulations Guidelines Standards etc. mentionedabove subject to the following observations:

1. There was delay in filing form FC-GPR in respect of allotment of 368825Equity Shares on conversion from Foreign Currency Convertible Bonds (FCCB) during the yearunder review.

2. The company had approached RBI during the year under review for compoundingof offences related to raising and utilization of FCCB proceeds for which compoundingorder has been received.

3. Ownership of an agricultural land intended for industrial purpose will betransferred in the name of the company upon receiving necessary approval for conversioninto non agriculture land.

We further report that:

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

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

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report that duringthe audit period the Company has not passed any Special Resolution.

FOR KASHYAP R. MEHTA & ASSOCIATES
COMPANY SECRETARIES
KASHYAP R. MEHTA
PROPRIETOR
Place : Ahmedabad FCS-1821 : COP-2052
Date : August 12 2016 FRN: S2011GJ166500

Note: This report is to be read with our letter of even date which is annexed as Annexure1 and forms an integral part of this report.

Annexure - 1

To

The Members Kiri Industries Limited

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 theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

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

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

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

FOR KASHYAP R. MEHTA & ASSOCIATES
COMPANY SECRETARIES
KASHYAP R. MEHTA
PROPRIETOR
Place : Ahmedabad FCS-1821 : COP-2052
Date : August 12 2016 FRN: S2011GJ166500

REPORTING OF CORPORATE SOCIAL RESPONSIBILITY (CSR)

Sr. No. Particulars
1. Period for which CSR is being reported From 01.04.2015 to 31.03.2016
2. (a) Whether information includes information about subsidiary company(s): No
(b) If yes then indicate number of such subsidiary company(s) Not Applicable
3. (a) Whether information includes information about any other entity(s) (e.g. supplies value chain etc.) No
(b) If yes then indicate number of such entity(s) Not Applicable
4. Does the company have a written CSR policy Brief contents of the CSR policy Yes
5. Please refer link below:
http://kiriindustries.com/pdf/policy/
CSR%20Policy%20KIL.pdf
6. The Composition of the CSR Committee CSR Committee consist following members:
1. Mrs. Veenaben Padia - Chairman
2. Mr. Pravin Kiri - Member
3. Mr. Manish Kiri - Member
4. Mr. Mukesh Desai - Member
7. Average net profit of the company for last three financial years: In compliance of Section 135 of the Companies Act 2013 that the Company shall ensure that the Company spends in every financial year at least 2% amount of average net profit of last three years in CSR activities. However the company has incurred loss in preceding three financial years therefore the provision of Section 135 of the Act does not apply to the Company for the current financial year.
8. Prescribed CSR Expenditure Not Applicable
(2%. of the amount as in item 7 above)
9. Details of CSR spent during the financial year Rs. 9.56 Lakhs
10. Total amount to be spent for the financial year Not Applicable
11. Amount unspent if any Not Applicable

12. Manner in which the amount spent during the financial year

Sr. No. CSR project or activity identified. Sector in which the Project is covered Location of Projects or programs Amount outlay (budget) Amount spent on the projects or programs Cumulative expenditure upto to the reporting period Amount spent: Direct or through implementing Agency
1. Promoting Health Care Social Activities Ahmedabad/ Vadodara/ Bombay NIL 7.21 7.21 Direct
Medical Aid Ahmedabad NIL 0.20 0.20 Direct
Promoting education Education Ahmedabad NIL 0.64 0.64 Direct
Disaster Relief Medical aid Nepal

NIL

1.00

1.00

Direct

Environmental Environmental Jaipur

NIL

0.51 0.51 Direct
Sustainability Sustainability
2. Overheads: NIL N.A.

NIL

NIL

NIL

N.A.
Total 9.56 9.56

Our CSR responsibilities:

We hereby affirm that the CSR policy as approved by the Board has been implementedand the CSR committee monitors the implementation of the CSR projects and activities incompliance with our CSR objectives.

For Kiri Industries Limited
Place : Ahmedabad Pravin Kiri
Date : August 12 2016 Chairman

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on March 31 2016

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L24231GJ1998PLC034094
2 Registration Date May 14 1998
3 Name of the Company Kiri Industries Limited
4 Category/Sub-category of the Company Company Limited by Share
Indian Non-government Company
5 Address of the Registered office & contact details 7th Floor Hasubhai Chambers Opp. Town
Hall Ellisbridge Ahmedabad- 380 006.
Email: info@kiriindustries.com
Phone: 079-26574371/72/73
Fax: 079-26574374
6 Whether listed company Yes
7 Name Address & contact details of the Registrar & Cameo Corporate Services Limited
Transfer Agent if any. Address-"Subramanian Building" No.1 Club
House Road Chennai- 600002
E-mail-cameo@cameoindia.com
(O):-044-28460390 (F):-044-28460129

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

Sr. No. Name of Description of main products / services NIC Code of Product / Service % of total turnover of the Company
1 Dyes 20114 26.80
2 Intermediaries 2011 67.70
3 Basic Chemicals 2011 5.50

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

No. Associate held Section
1 Chemhub Trading DMMCC NA Subsidiary 100.00 2(87)
2 SMS Chemicals Co. Ltd. NA Subsidiary 100.00 2(87)
- Non Operating
3 Synthesis International Limited NA Subsidiary 100.00 2(87)
-Under Process to wind up
4 Kiri Investment & Trading NA Subsidiary 100.00 2(87)
Singapore Pvt. Ltd
- Under Process to wind up
5 Kiri Infrastructure Limited U45201GJ2008PTC053728 Associate Company 47.61 2(6)
6 DyStar Global Holdings NA Associate Company 37.57 2(6)
(Singapore) Pte. Ltd.
7 Lonsen Kiri Chemical U24114GJ2008PLC053537 Joint Venture 40.00 2(6)
Industries Limited

IV. SHARE HOLDING PATTERN:

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year [As on 01-April-2015] No. of Shares held at the end of the year [As on 31-March-2016] % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 6740878 0 6740878 29.66 9196878 0 9196878 34.64 4.9772
b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.0000
c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.0000
d) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.0000
e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.0000
f) Any other 0 0 0 0.00 0 0 0 0.00 0.0000
Sub Total (A) (1) 6740878 0 6740878 29.66 9196878 0 9196878 34.64 4.9772
(2) Foreign
a) NRI Individuals 0 0 0 0 0 0 0 0.00 0.0000
b) Other Individuals 0 0 0 0 0 0 0 0.00 0.0000
c) Bodies Corp. 0 0 0 0 0 0 0 0.00 0.0000
d) Any other 0 0 0 0 0 0 0 0.00 0.0000
Sub Total (A) (2) 0 0 0 0 0 0 0 0.00 0.0000
TOTAL (A) 6740878 0 6740878 29.66 9196878 0 9196878 34.64 4.9772
B. (1) Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.0000
b) Banks / FI 764051 0 764051 3.36 736016 0 736016 2.77 -0.5899
c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.0000
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.0000
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.0000
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.0000
g) FIIs 4127600 0 4127600 18.16 5232013 0 5232013 19.71 1.5431
h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.0000
Capital Funds
i) Others (specify)
Stressed Assets 394246 0 394246 1.73 0 0 0 0.00 -1.7348
Stabilisation Fund
Foreign Portfolio 0 0 0 0.00 1144808 0 1144808 4.31 4.3119
Investors
Sub-total (B)(1):- 5285897 0 5285897 23.26 7112837 0 7112837 26.79 3.5303

 

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
[As on 01-April-2015]

[As on 31-March-2016]

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
(2) Non-Institutions
a) Bodies Corp. 2495828 0 2495828 10.98 2493615 0 2493615 9.39 -1.5905
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 2624112 153 2624265 11.55 2622505 153 2622658 9.88 -1.6697
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 4249628 0 4249628 18.70 3131600 0 3131600 11.80 -6.9050
c) Others (specify)
Clearing Members 274954 0 274954 1.21 97148 0 97148 0.37 -0.8440
Foreign Nationals 28510 102630 131140 0.58 28510 102630 131140 0.49 -0.0831
Hindu Undivided 392800 0 392800 1.73 349281 0 349281 1.32 -0.4129
Families
Non Resident Indians 529736 0 529736 2.33 414794 0 414794 1.56 -0.7687
Trusts 0 0 0 0 1000000 0 1000000 3.77 3.7665
Sub-total (B)(2):- 10595568 102783 10698351 47.08 10137453 102783 10240236 38.57 -8.5075
Total Public (B) 15881465 102783 15984248 70.34 17250290 102783 17353073 65.36 -4.9772
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0.00 0.0000
Grand Total (A+B+C) 22622343 102783 22725126 100.00 26447168 102783 26549951 100.00

(ii) Shareholding of Promoter

Sr. No. Shareholders Name Shareholding at the end of the year [As on 31.03.2016]
No. of Shares Shareholding at the beginning of the year [As on 01.04.2015] % of total Shares of the Company % of Shares Pledged / encumbered to total Shares No. of Shares % of total Shares of of the Company % of Shares Pledged / encumbered to total Shares % Change in Shareholding during the year
1 Mr. Pravin A. Kiri 2501680 11.01 34.15 2501680 9.42 50.20 -1.59
2 Mr. Manish P. Kiri 1822728 8.02 41.81 1822728 6.87 28.20 -1.16
3 Mrs. Arunaben P. Kiri 461550 2.03 83.80 461550 1.74 0.39 -0.29
4 Mrs. Anupama M. Kiri 1951238 8.59 0.00 4407238 16.60 0.00 8.01
5 Pravin Kiri HUF 3682 0.02 100.00 3682 0.01 100.00 0.00

The Percentage of Shareholding at the beginning of the year is calculated on the basisof total paid up share capital of Rs. 227251260 divided into 22725126 Equity Shares of Rs.10 each. As on August 7 2015 the Board of Directors of the Company has allotted of2456000 equity shares upon conversion of Warrants issued on preferential basis 368825equity shares issued upon conversion of partly paid up Series B and C Foreign CurrencyConvertible Bonds (FCCBs) and 1000000 Equity Shares to Kiri Employee Stock Option Trustunder Kiri ESOP Scheme-2014 therefore percentage of shareholding at end of the financialyear calculated as per post paid up share capital of Rs. 265499510 divided into 26549951Equity Shares of Rs. 10 each.

(iii) Change in Promoters’ Shareholding (please specify if there is no change)

Sr. No. Name of Promoters and Promoter Group

Shareholding at the beginning of the year

Date Reason

Increase/Decrease in Shareholding

Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of shareholding No. of shares % of total shares
1 Mr. Pravin A. Kiri 2501680 11.01 01.04.2015 No Change 0.00 0.00 2501680 11.01
31.03.2016 At the end of the year 0.00 0.00 2501680 9.42
2 Mr. Manish Kiri 1822728 8.02 01.04.2015 No Change 0.00 0.00 1822728 8.02
31.03.2016 At the end of the year 0.00 0.00 1822728 6.87
3 Mrs. Aruna Kiri 461550 2.03 01.04.2015 No Change 0.00 0.00 461550 2.03
31.03.2016 At the end of the year 0.00 0.00 461550 1.74
4 Mrs. Anupama Kiri 1951238 8.59 07.08.2015 Increase due to Conversion of warrants into Equity Shares 2456000 0.00 4407238 19.39
31.03.2016 At the end of the year 0.00 0.00 4407238 16.60
5 Pravin Kiri - HUF 3682 0.02 01.04.2015 No Change 0.00 0.000 3682 0.02
31.03.2016 At the end of the year 0.00 0.00 3682 0.01

The Percentage of Post shareholding changes of promoters and promoters group calculatedon basis of increased capital of the Company i.e.Rs. 265499510

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs):

Sr. No. Name of shareholders Date Reason (+/-) Change Shareholding of the year

Shareholding at the beginning during the year

Cumulative Shareholding

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 LTS INVESTMENT FUND LTD. 01.04.2015 At the beginning of the year 1475126 6.4912 1475126 6.4912
10.04.2015 Sale Decrease 30000 0.1320 1445126 6.3592
09.10.2015 Purchase Increase 368825 1.3892 1813951 6.8322
31.03.2016 At the end of the Year 1813951 6.8322
2 GMO EMERGING MARKETS FUND 01.04.2015 At the beginning of the year 1452360 6.3910 1452360 6.3910
10.04.2015 Purchase Increase 39986 0.1760 1492346 6.5669
17.04.2015 Purchase Incr ease 28750 0.1265 1521096 6.6935
22.05.2015 Purchase Incr ease 3100 0.0136 1524196 6.7071
29.05.2015 Purchase Incr ease 2500 0.0110 1526696 6.7181
05.06.2015 Purchase Incr ease 37848 0.1665 1564544 6.8846
12.06.2015 Purchase Incr ease 21400 0.0942 1585944 6.9788
19.06.2015 Purchase Incr ease 16415 0.0722 1602359 7.0510
26.06.2015 Purchase Incr ease 15446 0.0680 1617805 7.1190
03.07.2015 Purchase Incr ease 842 0.0037 1618647 7.1227
17.07.2015 Purchase Incr ease 12868 0.0566 1631515 7.1793
24.07.2015 Purchase Incr ease 54667 0.2406 1686182 7.4199
31.07.2015 Purchase Incr ease 19400 0.0854 1705582 7.5053
07.08.2015 Purchase Incr ease 3600 0.0136 1709182 6.4376
31.03.2016 At the end of the Year 1709182 6.4376
3 ARES DIVERSIFIED 01.04.2015 At the beginning of the year 909314 4.0014 909314 4.0014
10.04.2015 Purchase Incr ease 208686 0.9183 1118000 4.9197
31.03.2016 At the end of the Year 1118000 4.2109
4 UNO METALS LTD 01.04.2015 At the beginning of the year 665000 2.9263 665000 2.9263
31.03.2016 At the end of the Year 665000 2.5047
5 AKG FINVEST LTD 01.04.2015 At the beginning of the year 665000 2.9263 665000 2.9263
31.03.2016 At the end of the Year 665000 2.5047
6 MANAN AJAYBHAI SHAH 01.04.2015 At the beginning of the year 456151 2.0073 456151 2.0073
10.07.2015 Sale Decrease 456151 2.0073 0 0
10.07.2015 Purchase Incr ease 456151 2.0073 456151 2.0073
31.03.2016 At the end of the Year 456151 1.7181
7 KALPESH KINARIWALA 01.04.2015 At the beginning of the year 440144 1.9368 440144 1.9368
03.04.2015 Sale Decrease 6000 0.0264 434144 1.6351
10.04.2015 Sale Decrease 24800 0.1091 409344 1.5417
17.04.2015 Sale Decrease 5200 0.0229 404144 1.5222
01.05.2015 Sale Decrease 26721 0.1176 377423 1.4215
17.07.2015 Sale Decrease 116374 0.5121 261049 0.9832
24.07.2015 Sale Decrease 261049 1.1487 0 0
31.03.2016 At the end of the Year 0 0 0 0
8 KAMINI BAKSHI 01.04.2015 At the beginning of the year 300979 1.3244 300979 1.3244
31.03.2016 At the end of the Year 300979 1.1336 300979 1.1336
9 GENERAL INSURANCE CORPORATION OF INDIA 01.04.2015 At the beginning of the year 273000 1.2013 273000 1.2013
31.03.2016 At the end of the Year 273000 1.0283 273000 1.0283
10 KIRI EMPLOYEE STOCK OPTION TRUST 01.04.2015 At the beginning of the year 0 0 0 0
11.09.2015 Purchase Incr ease 1000000 3.7665 1000000 3.7665
31.03.2016 At the end of the Year 1000000 3.7665 1000000 3.7665

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the Company
1 Name: Mr. Pravin Kiri
At the beginning of the year 01.04.2015 2501680 11.01 2501680 11.01
Date of Change NA
Reason NA
No. of shares NA
At the End of the year 31.03.2016 2501680 9.42
2 Name: Mr. Manish Kiri
At the beginning of the year 01.04.2015 1822728 8.02 1822728 8.02
Date of Change NA
Reason NA
No. of shares NA
At the End of the year 31.03.2016 1822728 6.87
3 Name: Mr. Suresh Gondalia
At the beginning of the year 01.04.2015 271 0.00 27 0.00
Date of Change 25.08.2015
Reason Sale
No. of shares 244
At the End of the year 31.03.2016 27 0.00
4 Name: Mr. Jayesh Vyas
At the beginning of the year 01.04.2015 0.00 0.00 0.00 0.00
Date of Change NA
Reason NA
No. of shares NA
At the End of the year 31.03.2016 0.00 0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

(Rs. in Lakhs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
(Including Deposit)
Indebtedness at the beginning of the financial year
i) Principal Amount 76647.42 466.31 - 77113.73
ii) Interest due but not paid 8202.53 - - 8202.53
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 84849.95 466.31 - 85316.26
Change in Indebtedness during the financial year
* Addition 254.75 515.48 - 770.23
* Reduction (44587.94) (105.53) - (44693.50)
Net Change (44333.19) 409.95 - (43923.20)
Indebtedness at the end of the financial year
i) Principal Amount 40262.01 876.26 - 41138.27
ii) Interest due but not paid 254.75 - - 254.75
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 40516.76 876.26 - 41393.02

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager: (Rs. inLakhs)

Sr. No. Particulars of Remuneration

Name of MD and WTD

Total
Name Mr. Pravin Kiri Mr. Manish Kiri Amount
Designation Chairman - Whole Time Director Managing Director
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 12.00 12.00 24.00
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0 0
(c) Profits in lieu of salary under section 0 0 0
17(3) Income- tax Act 1961
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission 0
- as % of profit 0 0 0
- others specify 0 0 0
5 Others please specify 0 0 0
Total (A) 12.00 12.00 24.00
Ceiling as per the Act

11 % of the Net profits of the Company.

B. Remuneration to other Directors:

Particulars of Remuneration Name of Directors
Independent Directors Mr. Keyoor Bakshi Mr. Mukesh Desai Mrs. Veenaben Padia Total Amount
Fee for attending board committee meetings 71500 61500 47500 180500
Commission 0 0 0 0
Others please specify 0 0 0 0
Total 71500 61500.00 47500 180500
Overall Ceiling as per the Act

1 % of the Net profits of the Company.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: (Rs. in Lakhs)

Sr. No. Particulars of Remuneration

Name of Key Managerial Personnel

Total
Name Mr. Jayesh Vyas Mr. Suresh Gondalia Amount
Designation Chief Financial Officer Company Secretary
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 18.00 12.30 30.30
(b) Value of perquisites u/s 17(2) 0.00 0.00 0.00
Income-tax Act 1961
(c) Profits in lieu of salary under section 0.00 0.00 0.00
17(3) Income- tax Act 1961
2 Stock Option 7.00 14.00 21.00
3 Sweat Equity 0.00 0.00 0.00
4 Commission 0.00
- as % of profit 0.00 0.00 0.00
- others specify 0.00 0.00 0.00
5 Others please specify 0.00 0.00 0.00
Total (A) 25.00 26.30 51.30

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

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)
A. COMPANY
Penalty
Punishment None
Compounding
B. DIRECTORS
Penalty
Punishment None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment None
Compounding

 

ANNEXURE E
Foreign Exchange Earnings & outgo:
(Rs. In Lakhs)
Particulars 2015-16 2014-15
Total Foreign Exchange outgo 195.17 149.12
Total Foreign Exchange earnings 14432.91 23420.43

Energy Absorption:

Sr. No. Particulars Particulars
1. Steps taken or impact on conservation of energy The Company has started using gas as compared to other sources of energy and has also initiated generation of in-house power. The Company has also started using steam generated through basic chemical plant for manufacturing of intermediates which leads to reduce usage of electricity and coal resulting in reduction of cost and pollution free operations. During the year the Company has incurred energy conservation capital expenditure of Rs. 123.09 Lakhs for increase efficiency of boilers and turbine for in house power generation replacement of electric motor better quality and power saver lighting system.
2. Steps taken by the company for utilising alternate sources of energy
3. Capital investment on energy conservation equipments

Technology Absorption:

Efforts made towards technology absorption; The Company continuously developing technology in-house.
Benefits derived like product improvement cost reduction product development or import substitution As results of in-house developed technology company is able to develop better product mix for its customers.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) The Company has not imported any technology since last three financial years.
Details of technology imported N.A.
Year of import N.A.
Whether the technology been fully absorbed N.A.
if not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
Expenditure incurred on Research and Development Rs. 56.88 Lakhs

ANNEXURE - F

Disclosure pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Persons) Rules 2014 (i)Ratio of the remuneration of each director to the median remuneration of the employees ofthe company for the financial year:

Sr. No. Name of Directors Ratio of remuneration
1. Mr. Pravin Kiri Chairman (Whole Time Director) 8.13 : 1
2. Mr. Manish Kiri Managing Director 8.13 : 1

(ii) Percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Sr. No. Name of Directors/ Chief Financial Officer/ Company Secretary Percentage increase in remuneration
1. Mr. Pravin Kiri Chairman -
2. Mr. Manish Kiri Managing Director & CEO -
3. Mr. Jayesh Vyas Chief Financial Officer -
4. Mr. Suresh Gondalia Company Secretary 6.19

(iii) Percentage increase in the median remuneration of employees in the financialyear:

Median 14.78 %

(iv) Number of permanent employees on the rolls of company:

As on March 31 2016 total 652 permanent employees on the rolls of company.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

a. The Average percentile increase in the salaries of employees other than themanagerial personnel in the F.Y. 2015-16 is 15.14%.

b. There is no increase in the managerial remuneration during the F.Y. 2015-16. Henceno comparison with the percentile increase of the salaries of employees other than themanagerial personnel.

(vi) Affirmation that the remuneration is as per the Nomination and Remuneration Policyof the Company.

The Company affirms that the remuneration is as per the Nomination and Remunerationpolicy of the Company.

None of the employees of the company who has drawn salary more than the amountprescribed under the Companies [Appointment and Remuneration of Managerial Personnel]Rules 2014 read with the circular issued by the Ministry of Corporate Affairs on June 302016. Therefore the Company is not required to provide statement under section 197[12] ofthe Act read with Rule 5[2] of the Companies [Appointment and Remuneration of ManagerialPersonnel] Rules 2014 and hence the said statement is not available for inspection at theRegistered Office of the Company.

For and on behalf of the Board of Directors
Place : Ahmedabad Pravin Kiri
Date : August 12 2016 Chairman