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Kriti Industries (India) Ltd.

BSE: 526423 Sector: Industrials
NSE: KRITIIND ISIN Code: INE479D01038
BSE 00:00 | 19 Aug 22.90 0.90
(4.09%)
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23.50

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23.75

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NSE 05:30 | 01 Jan Kriti Industries (India) Ltd
OPEN 23.50
PREVIOUS CLOSE 22.00
VOLUME 16407
52-Week high 50.95
52-Week low 16.40
P/E 17.22
Mkt Cap.(Rs cr) 114
Buy Price 20.75
Buy Qty 100.00
Sell Price 23.55
Sell Qty 366.00
OPEN 23.50
CLOSE 22.00
VOLUME 16407
52-Week high 50.95
52-Week low 16.40
P/E 17.22
Mkt Cap.(Rs cr) 114
Buy Price 20.75
Buy Qty 100.00
Sell Price 23.55
Sell Qty 366.00

Kriti Industries (India) Ltd. (KRITIIND) - Director Report

Company director report

Your Directors have the pleasure in presenting the 28th Annual Report together withAudited Financial Statements of the Company for the year ended on 31st March 2018.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2018 issummarized below:

(Rs. in Lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2017-18 2016-17 2017-18 2016-17
Total Turnover 44424.55 40648.29 46354.96 43224.17
Profit before Interest Depreciation & Taxes 3224.51 3001.46 3281.91 3036.43
Less: Interest 1252.94 1212.35 1301.85 1274.84
Profit before depreciation 1971.57 1789.11 1980.06 1761.59
Less: Depreciation 561.83 480.73 590.90 514.02
Profit/ (Loss) Before Tax 1409.74 1308.38 1389.16 1247.57
Provision for Taxation 487.28 436.93 469.75 432.61
Net Profit/(Loss) 922.46 871.45 919.41 814.96

STATE OF COMPANY'S AFFAIRS

The Company has achieved a total turnover of Rs. 44424.55 Lakhs (Rs. 40648.29 Lakhs)and Profit before Tax Rs. 1409.74 Lakhs (Rs. 1308.38 Lakhs) and Profit after Tax of Rs.922.46Lakhs (Rs. 871.45Lakhs).

On consolidate basis total turnover achieved Rs. 46354.96 Lakhs (Rs. 43224.17 Lakhs)and Profit before Tax Rs. 1389.16 Lakhs (Rs. 1247.57 Lakhs) and Profit after Tax of Rs.919.41 Lakhs (Rs. 814.96 Lakhs).

The Company has adopted Ind AS w.e.f. 1st April 2017 with a transition date of 1stApril 2016. Accordingly results for the year ended 31st March 2018 have been preparedin accordance with Ind AS prescribed under Section 133 of the Companies Act 2013 andother accounting principles generally accepted in India. Previous Periods figures havebeen restated as per Ind AS to make them comparable.

DIVIDEND

Your directors are pleased to recommend a dividend of @ 15% (Rs. 0.15/-per equityshares of Rs. 1/- each on 49603520 Equity Shares) for the Financial Year 2017-18aggregating to Rs. 74.40 Lakhs.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm that:-a) that inthe preparation of the annual financial statements for the year ended 31st March 2018the applicable accounting standards have been followed along with proper explanationrelating to material departures if any; b) that the Directors have selected suchaccounting policies and applied them consistently and have made judgment and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year ended 31 March 2018 and of the statementof profit and loss of the Company for that period; c) that proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d) that the annual financialstatements have been prepared on a going concern basis; e) that proper internal financialcontrols were in place and that the financial controls were adequate and were operatingeffectively. f) that the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions on Corporate Governance asprescribed in the Regulation 27 of SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges. A separate report on Corporate Governance asper schedule V {C} of SEBI (Listing obligations and Disclosure Requirements) Regulations2015 is included as a part of the Annual Report along with the Auditors' Certificate onits compliance.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were atan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee thereafter before the Board for approval.

Separate disclosure as per regulation 34 (3) and 53 (f) of SEBI (Listing obligationsand Disclosure Requirement) Regulations 2015 is made in the report. AOC-2 is annexedhereto as Annexure A and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is annexed hereto as Annexure B and forms a part ofthis Report.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Directors have laid down internal financial controls to be followed by your Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to 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 information. The Audit Committee evaluates the internal financialcontrol system periodically.

DIRECTORS

In terms of Section(s) 149 152 and all other applicable provisions of the CompaniesAct 2013 for the purpose of determining the directors liable to retire by rotation theIndependent Directors are not included in the total number of directors of the Company.Accordingly Mrs. Purnima Mehta Director (DIN: 00023632) of the Company shall retire byrotation at the ensuing Annual General Meeting and being eligible has offered herself forre-appointment as a Director of the Company. The Board recommended her re- appointment.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company Mr. Saurabh Singh Mehta (DIN: 00023591) was appointed as anAdditional Director in the category of Non-executive Director w.e.f. 7th February 2018and he holds office as such up to the date of ensuing Annual General Meeting. Mr. SaurabhSingh Mehta is not disqualified from being appointed as a Director in terms of Section 164of the Companies Act 2013. The Company has received requisite notice in writing from amember proposing his candidature as a Director at the ensuing Annual General Meeting. YourBoard based on the recommendation of the Nomination and Remuneration Committee recommendsappointment of Mr. Saurabh Singh Mehta as Director who is liable to retire by rotation.

The Board of Director of the Company expresses its deep condolences on the sad demiseof Dr. Swatantra Singh Kothari on 7th November 2017. The Board express wishes to put onrecord its sincere and deep appreciation for his invaluable guidance and contribution fromtime to time in building up the Company's growth.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors undersub-section (7) of Section 149 of the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

During the year under review there was no change.

MEETINGS

During the Financial year Four Board Meetings and Five Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulation 2015.

PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act 2013 and as stipulated under ChapterIV (17) (10) SEBI (Listing obligations and Disclosure Requirements) Regulation 2015 theBoard of Directors adopted a formal mechanism for evaluating its performance and as wellas that of its Committees and individual Directors. A structured evaluation processcovering various aspects of the Boards functioning such as Composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc.

The Directors were satisfied with the evaluation results which reflected overallengagement of the Board and its Committees with the company.

AUDITORS AND AUDITOR'S REPORT

Pursuant to the provisions of section 139 and other applicable provisions if any ofCompanies Act 2013 read with Rule 3 of Companies (Audit and Auditors) Rules 2014 RakeshKumar & Associates Chartered Accountants (FRN 002150C) appointed as auditors of thecompany up to Annual General Meeting of the Company to be held in the year 2020 on suchremuneration as may be fixed by the Board from time to time. As per amended Companies Act2013 notified w.e.f. 7th May 2018 no ratification of appointment of Auditors is requiredin every Annual General Meeting.

The notes on Financial Statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments.

COST AUDITOR

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 your Directors had on the recommendation of the Audit Committeeappointed Mr. S.P.S. Dangi proprietor of M/s S.P.S Dangi Cost Auditor (F.R.No 100004) toaudit the cost accounts of the Company for the financial year ending 31st March 2019.Resolution seeking Member's ratification for the remuneration payable to Mr. S.P.S. Dangiproprietor of M/s S.P.S Dangi Cost Auditor (F.R.No 100004) is included at Item No.5 ofthe Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Kaushal Agrawal & Co. Practising Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith.

SUBSIDIARY COMPANY

Kriti Auto & Engineering Plastics Private Limited wholly owned subsidiary of thecompany achieved gross turnover of Rs. 1930.41 Lakhs (Previous Year Rs. 2575.87 Lakhs)incurred a net loss after tax of Rs 3.07 Lakhs (Previous Year Rs. 56.44 Lakhs) during theyear. A Statement containing the salient features of the financial statement of subsidiaryas prescribed under the first proviso to sub-section (3) of section 129 of the CompaniesAct 2013 read with rule 5 of The Companies (Accounts) Rules 2014 is attached and formspart of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 Accounting Standard (AS)-21 and Ind AS-27"Consolidated Financial Statements" the audited Consolidated FinancialStatements form part of the Annual Report. The Financial Statements of subsidiary Companyhas been prepared in the same form and manner as that of the Company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of Loans Guarantees and Investment in pursuance to Section 186 of theCompanies Act 2013 are given in the Notes to the Financial Statements.

STATUTORY INFORMATION

LOANS AND ADVANCES FROM DIRECTORS

The Loans and Advances as on 31 March 2018 taken from Directors is Rs. 210 Lakhs .

PUBLIC DEPOSIT

The company has not received/accepted any deposits from public during the year underreview within the meaning of section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 and there is no overdue unpaid/unclaimed deposit asat 31st March 2018.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed hereto as Annexure C and forms a part of thisreport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per section 134(3)(m) read with Rule 8 of the Companies (Accounts)Rules 2014 is annexed hereto as Annexure D and forms a part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT-9 as required under Section 92 of theCompanies Act 2013 for the financial year ending 31st March 2018 is annexed hereto asAnnexure E and forms a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The details of the Policy is explained in the CorporateGovernance Report and also posted on the website of the Company.

SECRETARIAL STANDARD COMPLIANCE

Company is in compliances with applicable Secretarial Standards

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a) Issue of equity shares with differential rights as to dividend voting or otherwise. b)Issue of shares (including sweat equity shares) to employees of the Company under anyscheme. c) Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from its subsidiary. d) No significant or materialorders were passed by the Regulators or Courts or Tribunals which impact the going concernstatus and Company's operations in future. e) During the year under review there were nocases filed or reported pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. f) Amount of Rs. 336850.00 wastransferred to the Investor Education and Protection Fund by the Company during the yearended 31st March 2018.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

Place: Indore By order of the Board
Date: 16th May 2018
Kriti Industries (India) Ltd
CIN L25206MP1990PLC005732 Shiv Singh Mehta
Regd. Office: Mehta Chamber 34 Siyaganj Managing Director
Indore DIN 00023523

ANNEXURE A

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insubsection (1) of section 188 of the Companies Act 2013 including certain arms lengthtransactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's lengthbasis: Kriti Industries (India) Limited has not entered into any contract orarrangement or transaction with its related parties which is not at arm's length duringFinancial Year 2017-18.

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

Name(s) of the related party and nature of relationship: Nature of contracts / arrangements Duration of the contracts / arrangements Salient terms of the contracts or arrangements or transactions including the value if any: Date(s) of approval by the Board
Kriti Nutrients Ltd. Sale of Export incentive License Ongoing Transactions were entered into in the ordinary course of business and on arm's length basis Transactions were approved by the Board in their meetings held on: 13.09.2017
Kriti Nutrients Ltd. Purchase of HDPE Ongoing 14.12.2017
Kriti Nutrients Ltd. Sales of Cap Wooden Pallets etc. Ongoing 07.02.2018
Sakam Trading Pvt. Ltd. Rent Paid Ongoing 16.05.2018

Note:

1. Appropriate approvals have been taken for related party transactions.

2. Advance paid - NIL

By order of the Board
Place: Indore Shiv Singh Mehta
Date: 16th May 2018 Managing Director
DIN 00023523

ANNEXURE C

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

S. No. Name of Director/KMP & Designation Remuneration for the FY 2017-18 (Rs. in Lakhs) % increase (Decrease) in Remuneration in the FY 2017-18 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. Shiv Singh Mehta Managing Director 76.82 6.75% 42.68 Profit after tax Increased by 5.85 % in FY 2017-18
2 Mrs. Purnima Mehta Executive Director 47.38 8.10% 26.32
3 Mr. Vinod Kumar Mittal Chief Financial Officer 25.10 4.28% Not Applicable
4 Mrs. Priyanka Gupta Company Secretary 2.60 14.54% Not Applicable

ii) The median remuneration of employees of the Company during the financial year wasRs. 1.80 Lakhs iii) In the financial year there was increases of Rs. 0.26 Lakhs in themedian remuneration of employees; iv) There were 507 permanent employees on the rolls ofCompany as on March 31 2018; v) The Profit before Tax for the financial year ended March31 2018 Increased by 7.75% vi) The company has not come out with public issue. The marketcapitalisation as on March 31 2018 was Rs. 277.28 Crore (Rs. 215.53 Crore as on March 312017) vii) The variable remuneration of the Managing Director / Whole Time Director as acommission base on profit of the company viii) The remuneration based on annual appraisalsis paid as per the remuneration policy of the company.

ANNEXURE D

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) read with Rule 8 of the Companies (Accounts)Rules 2014 and forming part of the Directors' Report for the year ended 31st March 2018.

A. CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy:

a) Energy Conservation measures taken:

(i) Energy conservation devices have been installed and the equipments are maintainedproperly to reduce energy consumption.

(ii) New systems are being devised to reduce electric power fuel and waterconsumption.

b) Additional Investment and proposals for reduction of consumption of energy:

By relocating modifying the available equipment energy conservation measures arebeing implemented. Company has installed solar equipments during the year of Rs. 13.97Lakhs.

c) Impact of above measures:

The above measures have resulted in energy saving and subsequent decrease in the costof production.

B. TECHNOLOGY ABSORPTION

1. The efforts made towards technology absorption:

The company has through R & D developed processes adopted which helped in reducingthe energy consumption.

2. Benefits derived like product improvement cost reduction product development orimport substitution:

With the installation of various additional equipments it was possible to achieveconsistency in production and quality of products.

3. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): Nil

C. FOREIGN EXCHANGE EARNING & OUTGO

(Rs. In Lakhs)
2017-18 2016-17
1. Earning NIL NIL
FOB rate of Export
2. Outgoing
a) CIF Value of Imports 5605.59 7328.22
b) Expenditure in Foreign Currency NIL 3.96