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Kriti Industries (India) Ltd.

BSE: 526423 Sector: Industrials
NSE: KRITIIND ISIN Code: INE479D01038
BSE 00:00 | 24 Sep 145.95 -0.90
(-0.61%)
OPEN

149.90

HIGH

151.80

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144.00

NSE 05:30 | 01 Jan Kriti Industries (India) Ltd
OPEN 149.90
PREVIOUS CLOSE 146.85
VOLUME 39414
52-Week high 158.00
52-Week low 24.65
P/E 19.33
Mkt Cap.(Rs cr) 724
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 149.90
CLOSE 146.85
VOLUME 39414
52-Week high 158.00
52-Week low 24.65
P/E 19.33
Mkt Cap.(Rs cr) 724
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Members

Your Directors are pleased to present their 31st Annual Report on theaffairs of the Company together with the Consolidated and Standalone Audited FinancialStatements for the Financial Year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

The summarised financial highlights for the year vis-a-vis the previousyear are as follows:

( Rs. in Lakhs)

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 58916.50 53421.73 58916.50 53421.73
Other Income 106.48 187.16 86.08 168.74
Total Revenue 59022.98 53608.89 59002.58 53590.47
Operating Expenses 52057.63 48895.62 52057.63 48895.62
EBITDA 6965.35 4713.27 6944.95 4694.85
Finance Cost 1096.35 1725.71 1096.35 1725.71
Depreciation 748.89 715.16 748.89 715.16
Profit/ (Loss) before Exceptional Items and Tax 5120.11 2272.40 5099.71 2137.43
Exceptional Items (Impairment Loss) - 116.55 - 116.55
Tax Expenses 1297.11 231.93 1297.11 231.93
Profit/ (Loss) after Tax 3823.00 1923.92 3802.60 1905.50
Profit/(Loss) from discontinued operations - - (233.15) (59.75)
Tax expenses on discontinued operations - - (36.29) (3.31)
Profit/(Loss) after discontinued operations 3823.00 1923.92 3605.74 1849.06

OPERATIONAL PERFORMANCE

During the Financial Year ended 31st March 2021 your Company hasachieved on standalone basis an operational turnover of Rs.58916.50 Lakhs as compared toan operational turnover of Rs.53421.73 Lakhs in the previous Financial Year and the Profitafter Tax is Rs.3823.00 Lakhs as compared to Profit after Tax of Rs.1923.92 Lakhs in theprevious Financial Year. The profit margin of the company has been substantially increasedas compared to the previous year due to the strict control of the operating and financialcost.

On a Consolidated basis your Company has achieved operational turnoverof Rs.58916.50 Lakhs as compared to an operational turnover of Rs.53421.73 Lakhs in theprevious Financial Year and Profit After Tax of Rs.3802.60 Lakhs as compared to Profitafter Tax of Rs.1905.50 Lakhs in the previous Financial Year.

IMPCT OF COVID-19 PANDEMIC

According to The Reserve Bank of India (RBI) the resurgence ofCovid-19 has dented but not debilitated economic activity in the first half of the firstquarter of 2021-22. Although still extremely tentative the overall assessment is that theloss of momentum is not as severe as it was at this time a year ago. The impact of thesecond wave on the real economy seems to be limited so far in comparison with the firstwave. Evidently the localised nature of lockdowns better adaptation of people towork-from-home protocols online delivery models e-commerce and digital payments wereat work. Real economy indicators moderated in April and May 2021 as many states-imposedrestrictions to arrest the renewed surge in infections.

"The second wave" has intensified in metros/cities andrelative to the first wave it has spread rapidly across states regions and into ruralpockets. On the global front a strong bounce back in the US economy appears to beunderway notching an annualised growth rate of 6.4% in Q1:2021 on the back of stimulusvaccinations and easing of lockdowns.

The British economy has emerged out of lockdown from the onset ofQ2:2021. New surges of the virus have pushed the Eurozone into a double-dip recessionwith widely differentiated growth profiles among members.

MSME sector the second highest employer after agriculture has beenimpacted very much and would require financial assistance. The government might tweak theexisting Emergency Credit Line Guarantee Scheme to provide immediate help to the sectorthe sources added. Currently around 6.5 Cr Micro Small and Medium Enterprises (MSMEs)contribute 30% of the GDP.Recently the RBI also announced a loan restructuring scheme forsmall borrowers amid the pandemic.

However it is said that fiscal stimulus would be effective only oncelocal lockdowns ease and restrictions on business due to curfews are lifted. Most of thestates have imposed curfews in their states to contain spiraling COVID infections anddeaths. Also the second COVID wave has dealt a blow to both consumer and investorsentiments which also need to be lifted.

It is understood that "Niti Aayog" is working on the focusareas of economy and what could be done to stimulate demand in sectors that have beenimpacted the most by COVID. However rating agencies have lowered growth forecasts forIndia saying that the second wave of infections will hamper economic recovery. Theyhowever projected that the negative impact on economic output will be limited to theApril-June quarter. Moody's has projected growth of 9.3% for current fiscal lowerthan 13.7% estimated earlier.

S&P Global Ratings has said growth could drop to 9.8% in a‘moderate' scenario of infections and could be even as low as 8.2% in a‘severe' scenario. S&P had earlier estimated growth of 11% for the currentfiscal. According to Fitch Ratings India's slow pace of vaccination could mean thatthe country remains vulnerable to further waves of the pandemic.

As per the official estimate the country's economy is projectedto contract by 8% in 2020-21.

Soon after the pandemic hit the country and a nationwide lockdown wasimposed the government in March 2020 announced a H1.70 Lakh Cr- Pradhan Mantri GaribKalyan Yojana (PMGKP) to protect the poor and vulnerable from the impact of thepandemic.It was followed by the "Aatmanirbhar Bharat Abhiyan" package in May2020 largely focused on supply-side measures and long-term reforms.To boost consumptionduring the festival season the government in October 2020 announced measures that wereworth close to H73000 Cr to stimulate consumer spending in an effort to rein in theslowdown due to the pandemic. Aatmanirbhar Bharat Abhiyaan 3.0 unveiled in November 2020ahead of Diwali was worth H2.65 Lakh Cr. Of the total amount the maximum of H1.45 LakhCr was allocated to give a boost to manufacturing activities.

The business of Kriti was affected more in second wave as compared tofirst wave during peak seasons however with a focused attention on other non-seasonalproducts and better inventory management Kriti has been able to maintain the volumes byregistering marginal growth in different verticals and achieving better efficiency andcost reduction in FY 2020-21.

DIVIDEND

Your directors are pleased to recommend a dividend @ 20% (H0.20 perequity shares of H1/- each on 49603520 Equity Shares) for the Financial Year 2020-21aggregating to H99.21 Lakhs (Previous year @ 15% {H0.15 per equity shares of H1/- each on49603520 Equity Shares aggregating to H74.40 Lakhs}) payable to those Shareholderswhose names appear in the Register of Members as on the Book Closure/Record Date i.e. 31stJuly 2021.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities duringthe period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under review.

TRANSFER TO RESERVES

During the year the Company has transferred H200.00 Lakhs to thegeneral reserves (previous year H100.00 Lakhs was transferred to the general reserves).

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2021 was H496.04Lakhs divided into 49603520 equity shares of H1/- each. There is no change in EquityShare Capital of the Company during the year the shares of the Company are listed andregularly traded at the trading platform of BSE Ltd.

DEPOSITS

Your Company has not accepted any deposit from the public fallingwithin the ambit of section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and there were no remaining unpaid or unclaimeddeposits as on 31st March 2021. Further the Company has not accepted any deposit orloans in contravention of the provisions of the Chapter V of the Companies Act 2013 andthe Rules made there under.

S. No. Particulars Amt in H
1. Details of Deposits accepted during the year Nil
2. Deposits remaining unpaid or unclaimed at the end of the year Nil
3. Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4. Deposits not in compliance with law N.A.
5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

There are no deposit which are not in compliance with the requirementsof Chapter V of the Companies Act 2013 and there rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors liable to retire by rotation seeking re-appointment:

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mrs. Purnima Mehta (DIN 00023632) Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible has offered herself for re-appointment.

Managing and Whole-time Directors seeking their reappointment at theensuing Annual General Meeting:

Upon the recommendation of the Nomination and Remuneration Committeeyour Board of Directors has recommended the re-appointment of the following directors bypassing Special resolutions at the ensuing Annual General Meeting:-

1. Re-appointment of Shri Shiv Singh Mehta (DIN: 00023523) as theChairman and Managing Director of the company for a further period of 5 (Five) yearsw.e.f. 1st October 2021 to 30th September 2026 and will also attaining the age of 70 yearsduring the proposed tenure.

2. Re-appointment of Smt. Purnima Mehta (DIN: 00023632) as theWhole-time Director of the company for a further period of 3 (Three) years w.e.f. 1stJuly 2022 to 30th June 2025.

Necessary information on the Director(s) seeking appointment/re-appointment has been given in the Notice of the ensuing Annual General Meeting.

Independent Directors

During the period under review Shri Chandrasekharan Bhaskar wasre-appointed as the Independent Director for his second term of five consecutive yearscommencing from 12th May 2021 to 11th May 2026 by taking prior approval of members inthe Annual General Meeting held on 8th Aug. 2020.

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under section 149(6) of the Companies Act 2013 and the SEBI ListingRegulations. The Board considered and formed an opinion that all the independent directorsmeet the criteria of independence as required under the provisions of the Companies Act2013 and the SEBI (LODR) Regulations 2015. All the Independent Directors have alsoregistered themselves with Independent Directors' Databank.

Key Managerial Personnel

The following are the Key Managerial Personnel (KMPs) of the Company:

i) Shri Shiv Singh Mehta (DIN 00023523) Chairman and ManagingDirector;

ii) Mrs. Purnima Mehta (DIN 00023632) Whole-time Director;

iii) Shri Kamal Kanodia Chief Financial Officer; iv) Ms. ApekshaBaisakhiya Company Secretary and Compliance Officer.

There is no change in the KMPs of the Company during the financialyear.

BOARD EVALUATION

The Board of Directors of the Company is committed to get itsperformance evaluated in order to identify its strengths and areas in which it may improveits functioning. To that end the Nomination and Remuneration Committee (NRC) hasestablished the process for evaluation of performance of Directors including IndependentDirectors the Board and its Committees. The evaluation of performance of ExecutiveDirectors is done by Independent Directors.

The Company has devised a Policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors which includescriteria and process for performance evaluation of the Non-Executive Directors andExecutive Directors to judge the knowledge to perform the role time and level ofparticipation performance of duties professional conduct independence etc. Theappointment/re-appointment/ continuation of Directors on the Board shall be based on theoutcome of the evaluation process.

During the year under review as per the policy for the performanceevaluation formal evaluation of performance of Directors including Independent Directorsthe Board and its Committees was made by the Independent Directors and the NRC in theirrespective meetings and the evaluation result was placed before the Board for itsinformation and further consideration.

MEETINGS

During the financial year five (5) Board Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and SEBI (LODR) Regulations 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of DirectorsKey Managerial Personnel and Senior Management Personnel and for determination of theirremuneration. The salient features of Nomination and Remuneration Policy are stated in theCorporate Governance Report. The Nomination and Remuneration Policy duly approved by theBoard has been posted on the Company's website https://kritiindustries.com

COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015 the Board has the following four (4) committees:

i). Audit Committee

ii). Nomination and Remuneration Committee

iii). Stakeholders' Relationship Committee

iv). Corporate Social Responsibility Committee

The Company has also constituted Internal Complain Committee (ICC)under the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. A detailed note on the Committees is provided in the CorporateGovernance Report.

HOLDING SUBSIDIARY COMPANY AND ASSOCIATE COMPANY

Kriti Auto & Engineering Plastics Private Limited is the WhollyOwned Subsidiary of your Company Statement in respect of the same as required undersection 129 of the Companies Act 2013 read with Rule 5 of the Companies (Accounts)Rules 2014 in Form AOC-1 is attached as "Annexure A" and forms part of thisreport. Due to COVID-19 the subsidiary was not having sustainable business. Accordinglythe Board of Directors of the Company at their meeting held on 24th March 2021 decided todiscontinue the operations of the said subsidiary. An appropriate disclosure has beengiven in the notes to the Financial Statements.

Further your company is a subsidiary of Sakam Trading Private Limitedwhich holds about 52.10% of the total paid-up capital of the company .

RELATED PARTY TRANSACTIONS

During the period under review all related party transactions thatwere entered were on an arm's length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany with Promoters Directors KMPs or other designated persons or their relativewhich may have a potential conflict with the interest of the Company at large. Sincethere is no material related party transactions in the company. Therefore the company isnot required to annex Form AOC-2 with this report.

Separate disclosure as per regulation 34(3) of SEBI (LODR) Regulations2015 is made in the notes to the accounts attached with the financial statement thereforenot reproduced here under. The policy on Related Party Transactions duly approved by theBoard has been posted on the Company's website http:// kritiindustries.com/.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as "AnnexureB" and forms a part of this Report. The salient features of CSR policy are stated inaforesaid Report on CSR activities.The policy on CSR duly approved by the Board has beenposted on the Company's website http://kritiindustries.com/.

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended in respect of employees of the Company forming part ofDirectors' Report is given in "Annexure C" to this Report.A statement oftop-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedmay be obtained by request to the Company Secretary of the Company at cs1@kritindia.com.

Details of employees who received remuneration in excess of Rs. Onecrore and Two Lakh or more per annum:

During the year following persons has drawn remuneration in excess ofH102.00 Lakh or more per annum or H8.50 Lakhs per month for part of the year. Inaccordance with the provisions of section 197 of the Companies Act 2013 read with Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Name Shri Shiv Singh Mehta Smt. Purnima Mehta
Designation of Employee Managing Director Whole Time Director
Remuneration Received H269.65 Lakhs H 269.65 Lakhs
Nature of employment Contractual basis Contractual basis
Qualification & Experience of the Employee B.E. MBA B.A. (Hons) PGDBM
Date of commencement of employment 01.10.2010 01.10.1999
Age 67 years 61 years
Past employment details Nil Nil
% of the Equity shares held by the Employee 2067299 Equity Shares (4.17%) 297587 Equity Shares (0.60%)
in the Company

 

Name of Director or Manager of the Company relative of such Employee; - Smt. Purnima Mehta Whole time Director and Spouse of Employee - Shri Shiv Singh Mehta Chairman and Managing Director and Spouse of Employee;
- Shri Saurabh Singh Mehta Non Executive Director and Son - Shri Saurabh Singh Mehta Non- Executive Director and Son

During the year none of the employees received remuneration in excessof that drawn by the Managing Director or Whole-time director and none of the employeeshold two percent of the equity shares of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS & OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is attached as"Annexure D" and forms part of this report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of Loans Guarantees and Investment are given in the notesto the Financial Statements. Hence no further disclosure is being given here to avoidrepetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3)read with Schedule V of the SEBI (LODR) Regulations 2015 along with the requisitecertificate from the Practicing Company Secretary of the Company confirming compliancewith the conditions of the corporate governance is appended and forms a part of thisreport alongwith the certificate of Disqualification of Directors received from PracticingCompany Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

RISK MANAGEMENT

The Company has a well-defined process to ensure the risks areidentified and mitigation steps are put in place. The Company's Risk Managementprocess focus on ensuring that these risks are identified on a timely basis and reasonablyaddressed. The Audit Committee oversees financial risks and controls. Major risks areidentified by the businesses and functions and these are systematically addressed throughmitigating actions on continuing basis

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables theDirectors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons who use theVigil Mechanism; and

B. Direct access to the Chairperson of the Audit Committee of the Boardof Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available on theCompany's website http://kritiindustries.com/ and have also been provided as"Annexure E" of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with section 134(5) of the CompaniesAct 2013 the Board of Directors to the best of their knowledge and ability confirmthat:-

a) that in the preparation of the annual financial statements for theyear ended 31st March 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b) that the Directors have selected such accounting policies andapplied them consistently and have made judgment and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year ended 31st March 2021 and of the profit of the Company for thatperiod;

c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) that the annual financial statements have been prepared on agoing concern basis;

e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.

f) that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring thatInternal Financial Controls have been established in the Company and that such controlsare adequate and operating effectively. The Company has laid down certain guidelines andprocesses which enables implementation of appropriate internal financial controls acrossthe organization. Such internal financial controls encompass policies and proceduresadopted by the Company for ensuring orderly and efficient conduct of business includingadherence to its policies safeguarding of its assets prevention and detection of fraudsand errors the accuracy and completeness of accounting records and the timely preparationof reliable financial information. The Statutory Auditors in their audit report haveopined that these controls are operating effectively. The Audit team develops an auditplan based on the risk profile of the business activities. The annual internal audit planis approved by the Audit Committee which also reviews compliance to the plan. TheInternal Audit team monitors and evaluates the efficacy and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company. Based on the report of internal audit functionprocess owners undertake corrective action(s) in their respective area(s) and therebystrengthen the controls. Significant audit observations and corrective action(s) thereonare presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the InternalAuditors.

The Board has implemented systems to ensure compliance of allapplicable laws. These systems were effective and operative. At every quarterly intervalthe Managing Director and the Company Secretary place before the Board a certificatecertifying compliance of laws and regulations as applicable to the business and operationsof the Company after obtaining confirmation from all business unit and functional headsresponsible for compliance of such applicable laws and regulations.

During the Financial Year no frauds were reported by auditors in termsof section 143(12) of the Companies Act 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on 31st March 2021 is available on the Company's website onhttps://kritiindustries.com/form-mgt-7/

AUDITORS & THEIR REPORT

The shareholders at their 30th Annual General Meeting (AGM) held on 8thAugust 2020 upon the recommendation of Audit Committee and Board of Directors of thecompany had approved the re-appointment of M/s. Rakesh Kumar & Associates CharteredAccountants (FRN: 002150C) Indore as Statutory Auditors to hold office for a second termof 5 consecutive years from the conclusion of 30th AGM till the conclusion of 35th AnnualGeneral Meeting to be held in the year 2025 at such remuneration as may be approved by theAudit Committee and Board of Directors of the company as per the provisions of section 139of the Companies Act 2013 As required under Regulation 33(d) of the SEBI (LODR)Regulation 2015 the auditor has confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year2020-21 referred to in the Auditor's Report are self-explanatory and does not containany qualification reservation or adverse remark therefore do not call for any furthercomments.

COST AUDITOR

Your company is maintaining the cost records as specified by theCentral Government under section 148(1) of the Companies Act 2013 is required to bemaintained by the Company and accordingly such accounts and records are made andmaintained In pursuance of Section 148 of the Companies Act 2013 Directors appointedShri S.P.S. Dangi Cost Accountant 100004) Indore to conduct the Audit of the CostAccounting records for the financial year 2020-21.The Company has filed Cost Audit Reportfor the year 2019-20 to the Central Government The Board on the recommendation of theAudit Committee at meeting held on 15th May 2021 has re-appointed Shri S.P.S. Dangi asthe Cost Auditors to conduct the Audit of the Cost Accounting records for the financialyear 2021-22. As required under section 148(3) of the Companies Act 2013 read with Rule14 of Companies (Audit and Auditors) Rules 2014 the remuneration payable to the CostAuditors is to be ratified by the shareholders Therefore the Board of Directors recommendthe remuneration payable to Shri S.P.S. Dangi Cost Auditors for the financial 2021-22 forthe ratification by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies 2013 and theCompanies (Appointment and Remuneration Managerial Personnel) Rules 2014 the Board hasappointed M/s Kaushal Agrawal & Co. Company Secretaries Indore to conductSecretarial Audit for the financial year 2020-21. The Secretarial Audit Report for thefinancial year ended March 2021 in Form MR-3 is attached as "Annexure F" andforms part of this Report. The observations made by secretarial auditor in their auditreport are self explanatory for Para No. i to iv ; hence no further explanation isrequired.

S. No. of the Report Auditor's Observation Management's Explanation
v. Number of shares transferred to Investor Education and Protection Fund as filled in Form IEPF-4 was not matched with number of shares disclosed at BSE under shareholding pattern for the quarter ended 31.03.2021 The IEPF-4 disclose the total number of shares transferred by the company to IEPF authority whereas the shareholding pattern states the shares available with the IEPF authority and the difference between these two figures due to sum of shares claimed by the claimant from the IEPF authority.
vi. Under the head of "indebtedness" amount of H1005.00 Lakhs shown in Form MGT-9 under the head unsecured Loans for the financial year ended 31.03.2020 (enclosed with Board Report dated 29.06.2020) not matched with of the Audited Financial Statements for the Financial Year ended 31.03.2020. There was typographical error in providing details in the Form MGT-9. However in the Financial Statements the correct figures was shown. Further that in the Form No. DPT-3 as well as Annual Return in Form no. MGT-7 correct figure was shown.

Further the Board of Directors of the Company on the recommendation ofthe Audit Committee at its meeting held on 15th May 2021 has appointed M/s. Ajit Jain& Co. Company Secretaries to conduct Secretarial Audit for the financial year2021-22.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theRules") notified by the Ministry of Corporate Affairs the unclaimed and unpaiddividends amount for the year 2013-14 is required to be transferred to IEPF in the duedate as specified in the Notice of the AGM and shares of the respective shares on which nodividend is claimed for a consecutive 7 (Seven) years will also be transferred to IEPFAuthority as per the requirement of the IEPF rules on due date. The details related todividend remains unpaid-unclaimed in the Company has been given in the CorporateGovernance Report attached with the annual report of the Company. The details of the nodalofficer appointed by the company under the provisions of IEPF is available on theCompany's website at http://kritiindustries.com/ An amount of H268980/- in respectof unpaid/unclaimed dividend declared for the FY 2012-2013 was transferred to the InvestorEducation and Protection Fund Authority as well as 104287 equity shares of face value ofH1 each in respect of unpaid/unclaimed dividend declared in FY 2012-2013 was alsotransferred and credited to the IEPF Authority by the Company during the year ended 31stMarch 2021.

The investors may claim their unpaid dividend and the shares from theIEPF Authority by applying in the Form IEPF-5 and complying with the requirements asprescribed.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The company has complied with provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Internal Complaints Committee (ICC) hasbeen set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. There were nocomplaints received during the year:

PROVISION OF VOTING BY ELECTRONIC MEANS THOURHG REMOTE EVOTING ANDEVOTING AT THE AGM:

Your Company is providing E-voting facility as required under section108 of the Companies Act 2013 read with Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The ensuing AGM will be conducted through VideoConferencing/OVAM and no physical meeting will be held and your company has make necessaryarrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. Thedetails regarding e-voting facility is being given with the notice of the Meeting.

GENERAL

Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) toemployees of the Company under any scheme.

b) Neither the Managing Director nor the Whole-time Directors receiveany remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standardsunder the Companies Act 2013.

d) There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between financial year ended on 31stMarch 2021 to which the financial statements relate and the date of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation andgratitude for all the co-operation extended by Government Agencies Bankers FinancialInstitutions Business Associates and investors and all other stakeholders. The Directorsalso record their appreciation for the dedicated services rendered by all the ExecutiveStaff and Workers of the Company at all levels in all units and for their valuablecontribution in the working and growth of the Company

For and on behalf of the Board of Directors
Shiv Singh Mehta
Date: 15th May 2021 Chairman and Managing Director
Place: Indore (DIN: 00023523)

.