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Kriti Nutrients Ltd.

BSE: 533210 Sector: Industrials
NSE: KRITINUT ISIN Code: INE798K01010
BSE 10:25 | 27 Jan 48.35 0.15
(0.31%)
OPEN

49.95

HIGH

49.95

LOW

47.60

NSE 10:14 | 27 Jan 48.30 0.15
(0.31%)
OPEN

49.20

HIGH

49.20

LOW

47.45

OPEN 49.95
PREVIOUS CLOSE 48.20
VOLUME 748
52-Week high 75.90
52-Week low 42.05
P/E 15.16
Mkt Cap.(Rs cr) 242
Buy Price 47.65
Buy Qty 21.00
Sell Price 48.35
Sell Qty 54.00
OPEN 49.95
CLOSE 48.20
VOLUME 748
52-Week high 75.90
52-Week low 42.05
P/E 15.16
Mkt Cap.(Rs cr) 242
Buy Price 47.65
Buy Qty 21.00
Sell Price 48.35
Sell Qty 54.00

Kriti Nutrients Ltd. (KRITINUT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 26th AnnualReport on the affairs of the Company together with the Audited Financial Statements forthe Financial Year ended on 31stMarch 2022.

FINANCIAL HIGHLIGHTS

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

(Rs In Lakhs )

PARTICULARS 31.03.2022 31.03.2021
Revenue from Operations 75288.02 69005.57
Other Income 335.38 245.07
Total Revenue 75623.40 69250.63
Operating Expenses 73356.28 66786.85
EBITDA 2267.12 2463.78
Finance Cost 210.55 93.84
Depreciation 373.41 341.65
Profit/ (Loss) before Exceptional Items and Tax 1683.16 2028.29
Exceptional Items 0.00 0.00
Profit/ (Loss) before Tax 1683.16 2028.29
Tax Expenses
(a) Current and Earlier year Taxes 455.36 539.40
(b) Deferred Tax (2.72) (16.78)
Profit/ (Loss) after Tax 1230.52 1505.67
Profit/(Loss) from discontinued operations 0.00 0.00
Tax expenses on discontinued operations 0.00 0.00

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31stMarch 2022 your Company hasachieved an operational turnover of Rs.75288.02/- Lakhs as compared to an operationalturnover of Rs.69005.57/- Lakhs in the previous Financial Year and the Profit after Taxis Rs.1230.52/- Lakhs as compared to Profit after Tax of Rs.1505.67/- Lakhs in theprevious Financial Year.

IMPACT OF COVID-19 PANDEMIC

The COVID-19 pandemic continued to be a global challenge creatingdisruption across the world. While the global economy showed early signs of recovery inthe beginning of 2021 the repeated waves of COVID infection overwhelmed the Country'shealth infrastructure. The partial lockdown situation in the Country during most part ofthe financial year under review led to rise in inflation impacting recovery especiallyacross emerging economies and dented the pace of economic activity.

The pandemic impacted the supply chain in both positive and negativeways. On one hand it has increased financial pressure on a lot of companies. On the otherhand it has accelerated some key transformations within the manufacturing sector viz.increasing focus on health care new products development/launching contactless deliverytechnology integration to drive efficiencies etc. Digital solutions and usage oftechnology has become essential for making supply chains more robust driving end-to-endvisibility ensuring data security and real-time product traceability and improvinggovernment industry collaboration as we are preparing for the future.

Despite these challenges we also saw many tailwinds in our business.Opening of the economy spurred growth in all our end markets. Leveraging on the trendsemerging from the external environment we continue to enhance our focus on deliveringvalue through customised integrated solutions new customer acqusitions and operationalexcellence and drive technology investments to maintain profitable growth and improvescalability of our businesses in the prevalent economic scenario.

DIVIDEND

Your directors pleased to recommend a dividend @ 18% (Rs.0.18/-perequity shares of Re. 1/- each on 50103520 Equity Shares) for the Financial Year 2021-22aggregating to Rs.90.19 Lakhs (Previous year @ 18% [Rs.0.18 per equity shares of Re. 1/-each on 50103520 Equity Shares aggregating to Rs.90.19 Lakhs]) payable to thoseShareholders whose names appear in the Register of Members as on the Book Closure/RecordDate.

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 Rs. 125 Lakhs (Previousyear Rs. 150 Lakhs) to the general reserves.

SHARE CAPITAL& LISTING OF SHARES

The paid-up Equity Share Capital as on 31st March 2022 wasRs. 501.04 Lakhs divided into 50103520 equity shares of Re. 1/- each. There is nochange in Equity Share Capital of the Company during the year the shares of the Companyare listed and regularly traded at the trading platform of BSE Ltd.

Board of Directors of your company has passed the Board Resolutionrelated to additional listing of its 50103520 equity shares of Re. 1/- each on the MainBoard of National Stock Exchange Limited and your company is in process to file anapplication to the National Stock Exchange of India Limited for seeking approval forlisting of the shares.

DEPOSITS

Your Company has not accepted deposit from the public falling withinthe ambit of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 and there were no remaining unpaid or unclaimed deposits as on31stMarch2022. Further the Company has not accepted any deposit or loans incontravention of the provisions of the Chapter V of the Companies Act 2013 and the Rulesmade there under.

S. No. Particulars Amt in Rs.
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

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 Smt. Purnima Mehta (DIN: 00023632) Director of theCompany as director liable to retire by rotation who is eligible for reappointment.

Managing and Whole-time Directors:

Following directors have been re-appointed by passing resolutions atthe 25th Annual General Meeting held on 7thAugust 2021:

1. Shri Shiv Singh Mehta (DIN: 00023523) as the Chairman and ManagingDirector of the company for a further period of 5 (Five) years w.e.f. 12thJanuary 2022 to 11thJanuary 2027 and for attaining the age of 70 years during the tenure.

2. Shri Saurabh Singh Mehta (DIN: 00023591) as the Whole-time Directorof the company for a further period of 5 (Five) years w.e.f. 1stAugust 2022 to 31stJuly 2027.

INDEPENDENT DIRECTORS

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

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel's (KMPs) of the Companyduring the period under review:

i. Mr. Shiv Singh Mehta (DIN 00023523) Chairman and Managing Director

ii. Mr. Saurabh Singh Mehta (DIN 00023591) Whole-time Director

iii. Mr. Shashank Belkhede Chief Financial Officer

iv. Mrs. Swati Tiwari Company Secretary and Compliance Officer(appointed w.e.f. 24.03.2021 and resigned w.e.f. 16thAugust 2021)

v. Mr. Raj Kumar Bhawsar Company Secretary and Compliance Officer(appointed w.e.f. 16thAugust 2021).

There is no change in the KMPs of the Company except as stated aboveduring the period under review.

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 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 consideration.

MEETINGS

During the year total four (4) Board Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013/SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of DirectorsKMPs and Senior Management Personnel and for determination of their remuneration. Thesalient features of Nomination & Remuneration Policy is stated in the CorporateGovernance Report.The Nomination & Remuneration Policy duly approved by the Board hasbeen posted on the Company's website http://kritinutrients.com/

COMMITTEES OF THE BOARD:

In accordance with the Companies Act 2013 and SEBI (LODR) Regulations2015 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

Apart from the aforesaid committees the Company has also constitutedInternal Complain Committee (ICC) under the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. A detailed note on the Committees isprovided in the Corporate Governance Report.

HOLDING SUBSIDIARY AND ASSOCIATE COMPANY

During the period under review the Company did not have anySubsidiary Associate Company and Joint Venture. Therefore disclosure in the Statementpursuant to section 129 of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 in Form AOC-I is not applicable to the company. However yourcompany is a subsidiary of Sakam Trading Private Limited which holds about 52.09% of thetotal paid-up capital of the company.

RELATED PARTY TRANSACTIONS

During the period under review all related party transactions thatwere entered on an arm's length basis and in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors KMPs or other designated persons which may have a potential conflict with theinterest of the Company at large. Since there is no material related party transactionsin the company. Therefore the company is not required to annex Form AOC-2 with thisreport.

Separate disclosure as per regulation 34(3) of SEBI (LODR) Regulations2015 is made in the report. The policy on Related Party Transactions duly approved by theBoard on the recommendation of the Audit Committee has been posted on the Company'swebsite http://kritinutrients.com/.

Your Board is proposing to pass an Ordinary Resolution under Regulation23 of the SEBI (LODR) Regulations 2015 read with section 188 of the Companies Act 2013for entering into transactions for transfer of resources etc. with the related Parties.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as "AnnexureA" and forms a part of this Report. The salient features of CSR policy are stated inthe aforesaid Report on CSR activities. The policy on CSR duly approved by the Board hasbeen posted on the Company's website http:// kritinutrients.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 B" to this Report. A statement of top-10employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended may beobtained by request to the Company Secretary of the Company at cs@kritiindia.com.

None of employees are in receipt of the remuneration in excess of Rs.102.00 Lakh or more per annum or Rs. 8.50 Lakhs per month for part of the year. Also noneof the employees received remuneration in excess of that drawn by the Managing Director orWhole-time director. Except Shri Saurabh Singh Mehta as he is drawing remuneration inexcess of that drawn by Shri Shiv Singh Mehta Chairman and Managing Director of theCompany.

Further Shri Shiv Singh Mehta Chairman and Managing Director iswithdrawing remuneration from the company and from the other Company cumulatively notexceeding the higher maximum limit admissible from any one of the companies. None of theemployees hold 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 C" and forms part of this Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

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 confirming compliance with theconditions of the Corporate Governance is appended and forms a part of this reportalongwith 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 Management processfocus 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://kritinutrients.com / and have also been provided as"Annexure D" of part 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 31stMarch 2022 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 31stMarch 2022 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 a goingconcern 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 have opined that thesecontrols are operating effectively. The Audit team develops an audit plan based on therisk profile of the business activities. The annual internal audit plan is approved by theAudit Committee which also reviews compliance to the plan. The Internal Audit teammonitors and evaluates the efficacy and adequacy of internal control systems in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of internal audit function process ownersundertake corrective action(s) in their respective area(s) and thereby strengthen thecontrols. Significant audit observations and corrective action(s) thereon are presented tothe 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

The Annual Return in Form MGT-7 of the Company as at March 31 2022 isavailable on the Company's website and can be accessed athttps://kritinutrients.com/annual-return

AUDITORS AND THEIR REPORT

The shareholders at their 25thAnnual General Meeting (AGM) held on7thAugust 2021 upon the recommendation of Audit Committee and Board of Directors of thecompany had appointed of M/s M Mehta & Co Chartered Accountants (FRN: 000957C)Indore as Statutory Auditors to hold office for a term of 5 consecutive years from theconclusion of 25thAGM till the conclusion of 30th AGM to be held in the year2026 on such remuneration as may be mutually decided by the Auditors and Board ofDirectors of the company as per the provisions of section 139 of the Companies Act 2013.As required under Regulation 33(d) of the SEBI (LODR) Regulation 2015 the auditor hasconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year2021-22 referred to in the Auditor's Report are self-explanatory and does not contain anyqualification 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 your Directorsappointed Mr. S.PS. Dangi Cost Accountant (FRN 100004) Indore to conduct the Audit ofthe Cost Accounting records for the financial year 2021-22.

The Board on the recommendation of the Audit Committee at its meetingheld on 30thMay 2022 has appointed Mr. S.P.S. Dangi Cost Accountant (FRN 100004) as theCost Auditors to conduct the Audit of the Cost Accounting records for the financial year2022-23. As required under section 148(3) of the Companies Act 2013 read with Rule 14 ofthe Companies (Audit and Auditors) Rules 2014 the remuneration payable to the CostAuditors is to be ratified by the shareholders. Therefore the Board of Directorsrecommend the remuneration of Rs. 35000/- payable to Cost Auditors for the financial year2022-23 for the ratification by the Members in the ensuing Annual General Meeting. TheCompany has filed the Cost Audit Report for the year 202021 to the Central Government.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard had appointed M/s. Ajit Jain & Co. Company Secretaries Indore to conductSecretarial Audit for the financial year 2021-22.

The Secretarial Audit Report for the financial year ended 31st March2022 in Form MR-3 is attached as "Annexure E" and forms part of this Report.Report of the Secretarial Auditor does not contain any qualification reservation oradverse remark therefore do not call for any comments. Further the Board of Directorsof the Company on the recommendation of the Audit Committee at its meeting held on 30thMay 2022 has re-appointed M/s. Ajit Jain & Co. Company Secretaries to conductSecretarial Audit for the financial year 2022-23.

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 2014-15 is required to be transferred to IEPF within the duedate as specified in the Notice of the AGM and shares of the respective shareholders onwhich no dividend is claimed for a consecutive 7 (Seven) years will also be transferred toIEPF Authority as per the requirement of the IEPF rules on due date. The details relatedto dividend 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://kritinutrients. com/

An amount of Rs. 189885/- in respect of unpaid/unclaimed dividenddeclared for the FY 2013-2014 was transferred to the Investor Education and ProtectionFund Authority as well as 57710 equity shares of face value of Rs. 1 each in respect ofdivided remained unpaid/unclaimed for a consecutive 7 (Seven) years by the Company duringthe year ended 31stMarch 2022.

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 6REDRESSAL) 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 THROUGH REMOTE E-VOTING ANDE-VOTING 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/OAVM and no physical meeting will be held and your company has made 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 on31stMarch 2022 to which the financial statements relate and the date of this report.

e) The company has not filed any application or there is no applicationor proceeding pending against the company under the Insolvency and Bankruptcy Code 2016(31 of 2016) during the year under review;

f) There is no requirement to conduct the valuation by the bank andValuation done at the time of one-time Settlement during the period under review.

g) There are no voting rights exercise by any employee of the Companypursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital andDebenture) Rules 2014.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation andgratitude for all the cooperation extended by Government Agencies Bankers FinancialInstitutions Business Associates and Shareholders. The Directors also record theirappreciation for the dedicated services rendered by all the Executive Staff and Workers ofthe Company at all levels in all units and for their valuable contribution in the workingof the Company.

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