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Kranti Industries Ltd.

BSE: 542459 Sector: Engineering
NSE: N.A. ISIN Code: INE911T01010
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OPEN 14.50
CLOSE 14.27
VOLUME 12000
52-Week high 32.50
52-Week low 11.50
P/E
Mkt Cap.(Rs cr) 13
Buy Price 14.00
Buy Qty 3000.00
Sell Price 14.99
Sell Qty 3000.00

Kranti Industries Ltd. (KRANTIINDUSTRIE) - Director Report

Company director report

DEAR SHAREOWNERS KRANTI INDUSTRIES LIMITED.

Your Directors are pleased to present the 25th Annual Report of the Company for theyear ended on March 31 2020.

FINANCIAL HIGHLIGHTS:

(In INR Lakh)

Standalone Consolidated
Particulars F.Y. 2019-20 F.Y. 2018-19 F.Y. 2019-20 F.Y. 2018-19
Revenue from Operations 4754.82 5788.11 4896.37 6070.01
Other Income 24.41 44.77 29.11 48.36
Total Revenue 4779.23 5832.88 4925.48 6118.37
Cost of Material Consumed 2891.39 3289.89 2905.05 3317.79
Changes in inventories of finished goods and WIP -55.79 28.11 -56.46 32.84
Manufacturing and Operating Expenses 723.49 890.22 745.74 955.39
Employee Benefits expenses 647.38 669.18 727.25 758.96
Sales administration and Other Expenses 234.76 182.40 247.38 201.37
Finance Cost 154.39 215.70 170.97 238.59
Depreciation and amortization expenses 281.51 265.64 315.55 307.66
Total Expenditure 4877.14 5541.15 5055.49 5812.60
Profit/(Loss) Before Tax -97.91 291.73 -130.01 305.76
Less: Provision for Taxes - - - -
(a) Current Tax - 53.05 - 53.05
(b) Deferred Tax -27.08 36.23 -34.38 40.74
(c)Current tax expenses relating to prior years 0.75 - 0.75 -
Profit for the year Before
Minority Interest -71.57 202.45 -96.38 211.97
Minority Interest and Share of Profits (Loss) of Associates - - -8.32 -0.84
Profit/(Loss) After Tax Carried to Balance sheet -71.57 202.45 -103.21 211.13

The financial performance of the Company for the year ended on March 31 2020 issummarized below:

PERFORMANCE OF THE COMPANY:

REVENUES-Standalone

During the year under review your company registered a total revenue of the Company ona standalone basis was stood at 47.79 Crores (approx.) as compared to total revenue of

58.32 Crores (approx.) in the previous year and company has earnings before interesttax depreciation and amortization on standalone basis was stood at 3.38 Cr. (approx.) ascompared to EBITDA of 7.73 Cr in the previous year.

REVENUES-Consolidated

During the year under review the total revenue of the Company on a consolidated basiswas stood at 49.25 Crores (approx.) as compared to total revenue of 61.18 Crores (approx.)in the previous year.

PROFITS/LOSS-Standalone

During the year under review Company's Net Loss on standalone basis wasreported at -71.58 lakhs (approx.) as compared to profit from business operations of202.45 lakhs (approx). Further due to some unavoidable incidents the expenses of theCompany was bit higher and due to bad market condition the market requirement of theproduct was lower than the previous year figures result of that company has suffered netloss for the year.

PROFITS/LOSS -Consolidated

In addition to above the Company has net loss of -103.21 Lakhs (approx.) as compareto net gain of 211.13 Lakhs (approx.) in the previous year.

DIVIDEND:

With a view to conserve capital given the challenging situation caused by outbreak ofthe COVID-19 pandemic the Board of Directors does not recommend any dividend for thecurrent financial year ended on March 31 2020.

SHARE CAPITAL OF THE COMPANY

During the year under review there was no change in the capital structure of theCompany. During the year The Authorized Share Capital of the Company wasRs.100000000/- (Rupees Ten Crores only) whereas the Paid-up Share Capital of theCompany was also stood at Rs.88020000/- (Rupees Eight Crore Eighty Lacs and TwentyThousand only) divided into 8802000 shares of Rs 10 each.

In addition to above considering the visionary expansion of the Company it thoughtfit to increase the Authorized Share Capital of the Company from an existing of Rs.10Crores to Rs.15 Crores subject to the approval of members at the ensuing Annual GeneralMeeting (AGM) of the Company.

Hence the Board of Directors have recommended the same for obtaining the approval ofmembers at the ensuing Annual General Meeting (AGM) of the Company.

DEPOSITS:

During the year the Company has not accepted any deposits from its members asprescribed under Section 73 of the Companies Act 2013 read with the Companies (Acceptanceof Deposit) Rules 2014

On the other hand the Company has repaid all the balance deposits to the respectivedepositors by transferring the same directly into their bank accounts.

The Company would further like to confirm that there has been no default in repaymentof deposits or payment of interest thereon during the year.

TRANSFER TO RESERVES:

The company has not proposed any amount to be transferred to General Reserve.

LISTING:

Currently the Equity Shares of the Company are listed on SME Platform of BSE Limited.And there are no arrears on account of payment of Listing Fees to the Stock Exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors:

During the year the Board of Directors of the Company was duly constituted incompliance with the Companies Act 2013 as well as Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board of the Company consists of 06 (Six) Members including 03 (Three) IndependentDirectors; 01 (One) Non-Executive Woman Director AND 02 (Two) Executive Directors(including One Chairman & Managing Director) and the same are detailed below:

Name of the Directors DIN No. Designation
1 Indubala Subhash Vora 02018226 Non-Executive Director
2 Sachin Subhash Vora 02002468 Chairman & Managing Director
3 Sumit Subhash Vora 02002416 Executive Director
4 Shashikant Vishnupant Bugde 01490772 Independent Director
5 Prakash Vasant Kamat 07350643 Independent Director
6 Pramod Vinayak Apshankar 00019869 Independent Director

As per the provisions of the Companies Act 2013 Sumit Subhash Vora (DIN: 02002416)retires by rotation at the ensuing AGM and being eligible seeks reappointment. Based onthe performance evaluation and recommendation of the nomination and remunerationcommittee the Board recommends his reappointment. During the year there was no change inthe composition of Board of Directors of the Company.

Key Managerial Personnel:

In terms of Section 203 of the Act there were two Key Managerial Personnel (KMP) duringthe year details are given below;

Name of the KMP Designation
1 Sheela Kailash Dhawale Chief Financial Officer
2 Bhavesh Subhash Selarka Company Secretary and Compliance Officer

The remuneration and other details of the KMP for the FY 2019-20 are provided in theextract of the Annual Return which forms part of this Directors Report.

INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence and that there has been nochange in the circumstances which may affect their status as independent director duringthe year as prescribed under sub-section (6) of section 149 of The Companies Act 2013 andRegulation 25 of Securities and Exchange Board of India (Listing obligations andDisclosure Requirements) Regulations 2015.

During the period under review Independent Directors were met on 27thJanuary 2020 without the presence of non-independent directors and members of themanagement and the all the independent directors attended the same.

BOARD PERFORMANCE EVALUATION:

The Company has developed a framework for performance evaluation of the BoardCommittees and other individual Directors (including Independent Directors) which includecriteria for performance evaluation of Non-Executive Directors and Executive Directors.The framework includes evaluation on various parameters such as information flow Boarddynamics decision making Company performance and strategy Board and committee's effectivenessand peer evaluation. The evaluation of all the Directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board.

The Board carried out annual performance evaluation of the Board its Committees andIndividual Directors. The Independent Directors carried out annual performance evaluationof the Chairperson the non-independent directors and the Board as a whole. The Chairmanof the respective Committees shared the report on evaluation with the respective Committeemembers. The performance of each Committee was evaluated by the Board based on report onevaluation received from respective Committees. A consolidated report was shared with theChairman of the Board for his review and giving feedback to each Director.

The Board evaluates the annual performance of the Board its Committees and IndividualDirectors every year. All the Non-Executive and Independent Directors are eminentpersonalities having wide experience in the field of Business Industry Law andAdministration. Their presence on the Board is advantageous and fruitful in takingbusiness decisions.

FAMILIARIZATION PROGRAM FOR THE BOARD MEMBERS:

Your Company has in place a structured familiarization program for all Board Members.including Independent Directors.

The Board members are provided with the necessary documents brochures reports andinternal policies to enable them to familiarize with the Company's procedure andpractice. Periodic presentations are made at the Board Meetings Board Committee Meetingsand Independent Directors Meetings on business and overall performance updates of theCompany business strategy and risk involved.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act 2013 withrespect to Director's Responsibility Statement your Directors make the followingstatements:

The Directors Confirms that: a) In the preparation of the annual accounts forthe year ended on March 31 2020 the applicable accounting standards have been followedand there are no material departures from the same.

b) They have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2020 and of the loss of theCompany for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITOR'S REPORT:

STATUTORY AUDITOR'S:

A D V & Associates Chartered Accountants (FRN: 128045W) were appointed asAuditor of the Company for a term of 5 (Five) consecutive years at the AGM held on 23rdAugust 2019. The Auditor have confirmed that they are not disqualified from continuing asAuditor of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remarks.

SECRETARIAL AUDITOR:

The Board has appointed Mr. Harsheet Jayesh Patel Proprietor of H. J. Patel and Co.Practicing Company Secretaries to conduct the Secretarial Audit of the Company for theFinancial Year 2019-20.

The Secretarial Audit Report for the financial year ended March 31 2020 is annexedherewith and marked as Annexure I' to this Report.

The Secretarial Audit Report contains 3 qualification reservation or adverse remarksor disclaimer as follows:

Auditor's Qualification 1 : Whereas in terms of Regulation 7 (3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 regarding delayed insubmission of a compliance certificate to the exchange certifying that all activities inrelation to share transfer facility are maintained either in-house or by Registrar to anissue and share transfer agent registered with the board.

Management Reply: Due to some technical and administrative reasons the Company failedto submit a compliance certificate within time limit to the exchange as prescribed inRegulation 7 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Company submitted above said compliance certificate with delay of 4days. Whereas the management would like to confirm that for such delay in submission theCompany did not receive any notice from the stock exchange. The management also ensuresthat such kind of delay in submission of necessary information and documents to the StockExchange shall not happen in future.

Auditor's Qualification 2 : Whereas in terms of Regulation 31 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 regarding delayed insubmission of a statement showing holding of securities and shareholding pattern for theyear ended on 31st March 2019 on half yearly basis. The Company has alsoreceived the notice of penalty in this regard from the stock Exchange.

Management Reply: The Company got listed on SME Portal of BSE Limited on 28th February2019 and it was assumed that being a Listed Company on SME Portal the Company was notrequired to submit return for the Quarter of March 2019 and the management decided tosubmit its first quarterly results on sue moto basis for end of June 2019 quarter andthen onwards the Company will comply with Half Yearly provisions as specified in SEBI(LODR) Regulations 2015 (as amended). Due to above mentioned ambiguity the Companydidn't submitted the same within

21 days (i.e.; till 2April 1 2019) from end of March quarter 2019 which on receipt ofreminder mail from stock exchange the Company had immediately submitted its ShareholdingPattern on 24th April 2019. The management also ensures that such kind of delay insubmission of necessary information and documents to the Stock Exchange shall not happenin future.

Auditor's Qualification 3 : Whereas in terms of Regulation 44(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 regarding delayed insubmission of details related to voting results of Annual General Meeting of the Company.

Management Reply: Due to some technical and administrative reasons the Company delayedin submission of details relating to the voting results of Annual General Meeting of theCompany as mentioned in Regulation 44 (3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Whereas the management would like to confirm that forsuch delay in submission the Company did not receive any notice from the stock exchange.The management also ensures that such kind of delay in submission of necessary informationand documents to the Stock Exchange shall not happen in future.

COST AUDITOR:

During the period under review the provisions relating to the Cost Audit was notapplicable to the Company.

INTERNAL FINANCIAL CONTROL:

Internal Financial Controls are an integral part of the management framework andprocesses that address financial and financial reporting risks. The key internal financialcontrol has been documented automated wherever possible and embedded in the respectivebusiness processes.

The management has put in place effective Internal Control Systems to providereasonable assurance for:

Management reviews and control self-assessments.

Safeguarding assets and their usage.

Continuous control monitoring by the concern expert officials at team.

Maintenance of Proper Accounting Records and

Adequacy and Reliability of the information used for carrying on BusinessOperations.

Key elements of the Internal Control Systems are as follows:

Existence of Authority Manuals and periodical updating of the same for allFunctions.

Existence of clearly defined organizational structure and authority.

Existence of corporate policies for Financial Reporting and Accounting.

Existence of Management information system updated from time to time as may berequired.

Existence of Annual Budgets and Long-Term Business Plans.

Existence of Audit System.

Periodical review of opportunities and risk factors depending on the Global /Domestic Scenario and to undertake measures as may be necessary.

The Company has an Auditor to ensure compliance and effectiveness of the InternalControl Systems in place.

The management is regularly reviewing the internal progress reports of the Company forperformance review which carried out in all the key areas of the operations. Additionallythe management approves all the future plans and reports for significant issues raised bythe Auditors. Regular reports on the business development future plans and projectionsare given to the Board of Directors.

Periodical reports are regularly circulated for perusal of Board of Directors of theCompany for the appropriate action as required.

Normal foreseeable risks of the Company's assets are adequately covered bycomprehensive insurance. Risk assessments inspections and safety audits are carried outperiodically.

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Compliance Report along with Declaration by the Management is annexed as Annexure II'and Annexure III" to this report.

CORPORATE GOVERNANCE:

Corporate Governance is about maximizing the value and to ensure fairness to all itsshareholders. Your Company is renowned for its exemplary governance standards and believesthat sound corporate governance is critical to enhance and retain investor trust. YourCompany ensures that performance is driven by integrity.

The Companies Act 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 have strengthened thegovernance regime in the country The Board also exercises its fiduciary responsibilitiesin the widest sense of the term.

Your Company has in place all the statutory committees required under the law. Detailsof the Board Committees along with their terms of reference composition and meeting ofthe Board and its Committees held during the year are provided in this Director'sReport which is presented in a separate section forming part of this Report. Also theCorporate Governance Report is annexed as Annexure IV' to this report

MEETINGS OF THE BOARD:

Eight (08) meetings of the Board of Directors were held during the year all thedirectors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time. The requisite quorum waspresent in all the meetings and the maximum interval between any two meetings did notexceed 120 days as prescribed by The Companies Act 2013.

The particulars of the meeting held and attended by each director are detailed below:

Date of Meeting Board Strength No. of Directors Present
1 April 1 2019 6 6
2 April 21 2019 6 6
3 May 13 2019 6 6
4 July 26 2019 6 6
5 September 11 2019 6 6
6 November 13 2019 6 6
7 December 20 2019 6 6
8 January 27 2020 6 6

The 24th Annual General Meeting (AGM) of the Company was held on 23rd August 2019.

COMMITTEES OF THE BOARD:

As on March 31 2020 the Board had 03 (Three) Committees namely:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. The Stakeholders Relationship committee.

A majority of the committees consists entirely of independent directors. During theyear all recommendations made by the committees were approved by the Board. A detailednote on the composition of the Board and its committees is provided herewith.

A. AUDIT COMMITTEE:

The Audit Committee comprises Shashikant Bugde (Chairman) Pramod Apshankar and SachinVora. During the year all the recommendations made by the Audit Committee were acceptedby the Board.

During the period under review Audit Committee members met 5 (Five) times on May 132019 August 30 2019 November 13 2019 December 20 2019 and January 24 2020.

Name of the Director Category Position in the Committee No. of meeting attended
Shashikant Bugde Independent Director Chairman 5
Pramod Apshankar Independent Director Member 5
Sachin Vora Managing Director Member 5

In addition to above Audit Committee composition The Company Secretary of the Companyshall act as the Secretary to the Audit Committee.

The present constitution of the Audit Committee meets the requirements of theregulation 18 of the LODR and Section 177 of the Companies Act 2013. The Audit CommitteePolicy are available on the Company website

(http://www.krantiindustries.com/policies.html)

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises Pramod Apshankar (Chairman)Shashikant Bugde and Prakash Kamat. During the year under review there was no suchappointment made thus Nomination and Remuneration Committee meeting was not required tocall.

Name of the Director Category Position in the Committee
Pramod Apshankar Independent Director Chairman
Shashikant Bugde Independent Director Member
Prakash Kamat Independent Director Member

Pursuant to the provisions of Section 178 of the Companies Act 2013 and the relatedrules made thereunder read with Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Hereinafter referred to as"SEBI Regulations") the Board of Directors of the Company hasconstituted the Nomination and Remuneration Committee to perform such role as prescribedunder the Companies Act 2013 and SEBI Regulations.

The purpose of this committee is to screen and to review individuals qualified to serveas executive directors non-executive directors and independent director consistent withcriteria approved by the Board of Directors and to recommend for approval by the Boardof Directors. It reviews and discusses all matters pertaining to candidates and evaluatesthe candidates. Such committee may also regularly evaluate the usefulness of suchperformance parameters and make necessary amendments.

The Nomination and Remuneration Policy are available on our website

(http://www.krantiindustries.com/policies.html)

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Pramod Apshankar (Chairman)Shashikant Bugde Prakash Kamat and Sachin Vora. During the period under review SRCommittee members met on 27th January 2020

Name of the Director Category Position in the Committee
Pramod Apshankar Independent Director Chairman
Shashikant Bugde Independent Director Member
Prakash Kamat Independent Director Member
Sachin Vora Managing Director Member

Bhavesh Selarka has been appointed as the Secretary to the Committee. Bhavesh Selarkawho is also the Compliance Officer and Company Secretary under Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 may becontacted at:

KRANTI INDUSTRIES LIMITED
At Gat No. 267/B/1 Post Pirangut
Taluka-Mulshi District Pune- 412 115
Tel (020) 66755676
E-mail: cs@krantiindustries.com

No complaints were received during the year under review.

BOARD POLICIES:

In addition to above the Board has also adopted below mentioned policies: (a) VigilMechanism / Whistle Blower Policy (b) Code of Conduct for Directors and Senior Management(c) Code of Conduct for Independent Directors (d) Insider Trading Policy (e) Code of FairDisclosure of Unpublished Price Sensitive Information (f) Policy for Determination ofMateriality (g) Policy on Materiality of Related Party Transactions (h) Nomination andRemuneration Policy (i) Risk Management Policy

All above named policies and codes are available on our website(www.krantiindustries.com)

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The management of your Company would like to share the highlights of its performancereview on the conservation of energy technology absorption foreign exchange earnings andoutgo as below:

A. CONSERVATION OF ENERGY/ RESOURCES:

Company has continuously striving towards improving the energy conservation measures inall areas. Company ensures strict compliance with all the statutory requirements and hastaken several sustainable steps voluntarily to contribute towards better environment.

Steps taken or impact on conservation of energy:

The Company has considered and implemented various processes for conservation of energylike usage of LED lights reducing compressed air losses by arresting leakages e.t.c.

Steps taken by the Company for utilizing alternate sources of energy:

The Company has installed a roof top Solar system of around 125 KW capacity under BOOTmodel wherein we have signed a Power Purchase Agreement with the developer company for ourcaptive consumption. Further installing the rooftop solar energy for electricitygeneration have been more beneficial as the Units charges is economical as compared tostate electricity board.

Capital investment on energy conservation equipment's:

The Company makes every possible effort to save the energy thus it used secondarysources to reduce daily consumption of electricity like genset the plot of the company issuch that it receives abundant of sunlight and nature air circulation. The usage ofelectricity is for machining purposes which also under severe observation to avoidunnecessary wastage or leakage of supplied power.

Water Management:

The Company with persistent efforts to conserve rainwater wherein we have a system inwhich we collect the rainwater from the roof of our company and get stored in anunderground water tank having capacity of around 30000 ltrs.

Waste Management:

The Company has strived to ensure reuse recycling and responsible disposal of waste byadopting a suitable method.

Health safety and environment:

The Company has committed to providing a safe and healthy working environment to ouremployees contractors and achieving high standards of environmental protection.

During the year under review the company has ZERO accidents or Fatalities in thepremises of company.

B. TECHNOLOGY ABSORPTION:

Company is committed towards technology driven innovation and lays strong emphasis ininculcating driven culture within the organization.

The Company has best of operating machines and highly precisions equipment forproduction and quality management also the Company has hired the optimal of quality teamwho dedicates their full enthusiasm and work tirelessly for delivering best quality andservices. The team along with state-of-the-art quality equipment's as necessary forthe Machine Shop.

The Company is all well equipped with its current quality control machining and willmodify itself for any future advancement.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign Exchange Earnings during the year under review is NIL

Foreign Exchange Outgo during the year is given below (In Rs. Lakh)

Particulars As on March 31 2020 As on March 31 2019
Spares for Repairs 0.00 0.00
Travelling Expense 0.64 2.12
Advance for Capital Goods & Material 2.00 98.65

Value of Imports calculated on CIF Basis:

Particulars As on March 31 2020 As on March 31 2019
Capital Goods 559.20 255.49
Raw Material 0.00 1.93

PARTICULARS OF REMUNERATION OF DIRECTORS AND CERTAIN SPECIFIED EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 the ratio of remuneration of eachDirector to the median of the employees' remuneration a statement containing thenames of employees in terms of remuneration drawn is furnished in Annexure V'.

There are no employees drawing remuneration in excess of the limits specified underSection 197 of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 read with Rule12 (1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return in prescribed Form MGT-9 is enclosed as Annexure ‘VI' tothis Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT:

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statement provided in this Annual Report.

During the year under review the Company did not provide any further loans guaranteesand investments as covered under section 186 of the Companies Act 2013.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. The Board of the Company consists of 06 (Six) Members including 03

(Three) Independent Directors; 01 (One) Non-Executive Woman Director and 02 (Two)Executive Directors (including One Chairman & Managing Director)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES (RPT):

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure VII'to the Board's Report.

RISK MANAGEMENT SYSTEM:

The Company has a robust risk management framework comprising risk governance structureand defined risk management processes. The risk governance structure of the Company is aformal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass riskidentification classification and evaluation. The Company identifies all strategicoperational and financial risks that the Company faces by assessing and analyzing thelatest trends in risk information available internally and externally and using the sameto plan for risk activities.

Pursuant to Section 134 (3) (n) of the Companies Act 2013 a Risk Management Policyhas been framed by the Board at its meeting dated May 30 2016. In terms of therequirement of the Act the Board has developed and implemented the Risk Management Policyand the Board reviews the same periodically.

Our senior management teams review the risks faced by the Company and monitor thedevelopment and deployment of risk mitigation action plans and the status is updated tothe members of the Audit Committee and the Board of Directors on regular basis.

This Policy seeks to minimize the adverse impact of these risks thus enabling theCompany to control market opportunities effectively and enhance its long-term competitiveadvantage. Several risks can impact the achievement of a particular business objective.Similarly a single risk can also impact the achievement of several business objectives.

The focus of risk management is to assess risks and deploy mitigation measures. This isdone through periodic review of the risk and strategy of the Board.

During the last financial year the Company's risk management practices wereprimarily focuses on the effectiveness of strategic programs in improving our competitiveposition which provides unique place to the Company in today's competitive businessworld our good team of employees and professionals always prepared to address anyincidents that may cause business disruptions to our physical and technological modelstrengthening internal control to detect fraudulent activity leadership development andmonitoring possible impact of changes in our regulatory environment.

The Risk Management Policy inter alia includes identification therein of elements ofrisk including Cyber Security and related risks as well as those risks which in theopinion of the Board may threaten the existence of the Company. The Risk managementprocess has been established across the Company and is designed to identify assess andframe a response to threats that affect the achievement of its objectives. The Company hasmade a comprehensive approach to risk management fully integrating risk management withstrategic financial and customer management so that goals and responsibilities arealigned across the Company.

The Board manages risk systematically across the entire enterprise as well as at thebusiness and transaction level. This comprehensive approach is designed to ensure thatrisk-based decision-making is appropriate at all levels of the organization.

STATE OF COMPANY'S AFFAIRS:

Discussion on state of Company's affairs has been covered as part of theManagement Discussion and Analysis (MDA). MDA for the year under review as stipulatedunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report. In this we have attempted to include discussion on all the specifiedmatters to the extent relevant or within limits that in our opinion are imposed by theCompany's own competitive position.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 The Management Discussion andAnalysis Report are presented as Annexure VIII' of this Report.

VIGIL MECHANISM:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 of the Companies Act 2013 andRegulation 22 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015. Under the policy the Directors and Employeesare free to report any violation of the applicable laws and regulations and the code ofconduct of the Company. The reportable matters are to be disclosed to the Audit Committee.

During the year under review the Company has not received any complaints under thesaid mechanism.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

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

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace. The Company has also constituted InternalComplaints Committee as required under the said enactment.

During the year under review there were no such cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the period under review there have been noticed the material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of the report which is listed as below:

GLOBAL PANDEMIC COVID-19

Towards the end of the financial year The World Health Organization (WHO) on January30 2020 confirmed that the current outbreak in the China is a ‘Public HealthEmergency of International Concern' (PHEIC). On March 11 2020 WHO declared2019-nCoV/ COVID-19 as a ‘Pandemic'. The outbreak of which have infectedmillions has resulted in deaths of a significant number of people globally. Covid-19 isseen having an unprecedented impact on people and economies worldwide. The rapid outbreakof the coronavirus (COVID-19) presents an alarming health crisis that the world isgrappling with. The impacts of the COVID-19 pandemic are unfolding in real time. TheCOVID-19 outbreak has already had a significant effect on the economies of affectedcountries and international financial markets.

The ongoing COVID-19 pandemic has increased the estimation uncertainty in thepreparation of the Financial Statements for the year ended March 31 2020.

The Company has developed various accounting estimates in these Financial Statementsbased on forecasts of economic conditions which reflect expectations and assumptions as atMarch 31 2020 about future events that the Management believe are reasonable in thecircumstances. There is a considerable degree of judgement involved in preparingforecasts. The underlying assumptions are also subject to uncertainties which are oftenoutside the control of the Company. Accordingly actual economic conditions are likely tobe different from those forecast since anticipated events frequently do not occur asexpected and the effect of those differences may significantly impact accountingestimates included in these financial statements.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focused on controlling the fixed costsmaintaining liquidity and closely monitoring the supply chain to ensure that themanufacturing facilities operate smoothly. The Ministry of Home Affairs Government ofIndia on March 24 2020 notified the first ever nationwide lockdown in India to containthe outbreak of Covid-19 pandemic. The operations were disrupted at our manufacturingplants due to series of lockdowns and other restrictions by the government have posedserious challenges to Company. As a result of lockdown the company manufacturing remainedon halt from 22nd March 2020 and the company commence its partial resumption ofoperations w. e. f. 05th May 2020 The COVID-19 pandemic has adversely affected thebusiness and operations of the Company for which the revenue of the Company has beenaffected to that extent and would have bearing till full normalcy restored Other than theabove mentioned situation affecting the Company there is no material change andcommitment that have occurred after the closure of the Financial Year 2019-20 till thedate of this Report which would affect the financial position of your Company.

DETAILS OF SUBSIDIARIES & ASSOCIATE:

The Company is having a Subsidiary Company whose details are given below in additionto this there is one Associate Companies (AC) of our Company:

Name of the Entity Nature Date on becoming a subsidiary Date of cessation of subsidiary
WONDER PRECISION PRIVATE LIMITED Subsidiary 31st March 2013 -
KRANTI SFCI PRIVATE LIMITED Associate 17th December 2018 -

Details of Subsidiary and Associate Company in FORM AOC-1 is annexed as Annexure IX'to Board's Report

SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively. The applicableSecretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Boardof Directors' and ‘General Meetings' respectively have beenduly complied by your Company.

GREEN INITIATIVE:

In compliance with the Ministry of Corporate Affairs (MCA) Circulars and SEBI Circulardated May 12 2020 the Annual Report 2019-20 the Notice of the 39th AGM andinstructions for e-voting are being sent only through electronic mode to those memberswhose email addresses are registered with the Company / depository participant(s).

We urge members to support our commitment to environmental protection by choosing to receivethe Company's communication through email. Members holding shares in demat mode whohave not registered their email addresses are requested to contact their respective DP andregister their email addresses with their respective depository participants as per theprocess advised by their respective DP.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

Issue of equity shares with differential rights as to dividend voting orotherwise.

Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except Employees' Stock Options Schemes referred to in thisReport.

The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

There has been no change in the nature of business of the Company.

The Company has taken adequate insurance to cover the risks to its employeesproperty (land and buildings) plant equipment other assets and third parties.

E-VOTING/BALLOT VOTING

In terms of requirements of the Companies Act 2013 and the relevant rules madethereunder the Company has provided 'remote e-voting' (e-voting from a place other thanvenue of the AGM) facility through Central Depository Services (India) Limited (CDSL) asan alternative for all members of the Company to enable them to cast their voteselectronically on the resolutions mentioned in the notice of the 25th Annual GeneralMeeting (AGM) of the Company.

GENERAL SHAREHOLDERS INFORMATION:

Annual General Meeting 25th AGM of Kranti Industries Limited
Date Friday September 18 2020
Time 03.30 PM onwards
Mode Video Conferencing or Other Audio- Visual Means
Venue At Gat No. 267/B/1 Post Pirangut Taluka Mulshi District-
Pune- 412115
Financial Year Reported April 1 2019 to March 31 2020
Cut-Off date for Notice August 14 2020
Cut-Off date for AGM September 11 2020
Date of Book Closure September 12 2020 to September 182020
E-voting Period September 15 2020 09.00 AM to September 17 2020 05.00
PM
Event Code for AGM and E- 200163
voting
Stock Code 245459
ISIN 911T01010
CIN L29299PN1995PLC095016

CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis" whichseek to describe the Company's objectives projections estimates expectations orpredictions may be considered to be "forward looking statements" withinthe meaning of applicable securities laws or regulations. Actual results could differmaterially from those expressed or implied. Important factors that could make a differenceto the company's operations include global and Indian demand-supply conditions finishedgoods prices stock availability and prices cyclical demand and pricing in the company'smarkets changes in the government regulations tax regimes economic developments withinIndia and countries with which the company conducts business besides other factors suchas litigation and other labour negotiations.

FUTURE OUTLOOK:

Financial Year 2019-20 has been a challenging year with weakening consumer sentimentgiven the macro-economic conditions and finally the COVID-19 outbreak and its terribleimpact on lives and livelihoods. The human impact of the virus and the containment effortshave resulted in supply and demand disruptions resulting in a sharper growthdeceleration. The situation remains volatile with the trajectory of the virusundetermined evolving hot spot geographies the success of containment measuresuncertain the severity and duration of resulting economic crisis and the extent ofstructural damage unknown. There are many unknowns today and hence the near-term outlookis extremely uncertain. We stand united with the nation in the fight against COVID-19 aswe navigate our way through these dynamic uncertain times together. Our focus remains onsafety of our people protecting supply lines serving demand of our customerscontributing to the society and optimizing cost and cash. Despite the near-termambiguity we remain confident of the medium to long-term growth prospects.

The outlook appears uncertain for the economy auto sector in FY 2020-21. However weare hopeful that many people may prefer to use personal vehicles over public transport.This could help widen the market for our products as and when consumer sentiment revives.Favorable monsoons may strengthen rural demand in the second half of FY 2020-21.

To protect the integrity of the Balance Sheet we have taken a number of initiatives toimplement cost austerity. We will execute our orders on schedule and focus on seeking neworders. There will be a clear focus on maximizing sales revenue. There will also be anemphasis on cost reduction through control on unproductive cost and expenses if any andensure improvement in better and qualitative service to reach up to the satisfaction ofour customers.

Your management is ready for all challenges of unexpectedly changing businessenvironment and is willing to perform their duties at their best ability and showing theiroptimistic vision towards the future growth and development of the Company.

ACKNOWLEDGEMENT:

Your Directors wish to convey their gratitude and place on record their appreciationfor the employees at all levels for their hard work co-operation and dedication duringthe year. Your Directors sincerely convey their appreciation to customers shareholdersvendors suppliers bankers business associates regulatory and government authoritiesfor their continued support.

For and on Behalf of Board of Directors KRANTI INDUSTRIES LIMITED

Sd/- Sd/-
SACHIN VORA SUMIT VORA
DIN: 02002468 DIN: 02002416
CHAIRMAN & MANAGING DIRECTOR EXECUTIVE DIRECTOR
Date : August 17 2020
PLACE: PUNE

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