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Kriti Nutrients Ltd.

BSE: 533210 Sector: Industrials
NSE: N.A. ISIN Code: INE798K01010
BSE 14:12 | 13 Dec 32.25 -0.15
(-0.46%)
OPEN

30.20

HIGH

33.80

LOW

30.20

NSE 05:30 | 01 Jan Kriti Nutrients Ltd
OPEN 30.20
PREVIOUS CLOSE 32.40
VOLUME 8855
52-Week high 56.95
52-Week low 24.55
P/E 8.12
Mkt Cap.(Rs cr) 162
Buy Price 31.80
Buy Qty 99.00
Sell Price 32.25
Sell Qty 813.00
OPEN 30.20
CLOSE 32.40
VOLUME 8855
52-Week high 56.95
52-Week low 24.55
P/E 8.12
Mkt Cap.(Rs cr) 162
Buy Price 31.80
Buy Qty 99.00
Sell Price 32.25
Sell Qty 813.00

Kriti Nutrients Ltd. (KRITINUTRIENTS) - Director Report

Company director report

Your Your Directors have pleasure in presenting the 22nd Annual Report together withAudited Financial Statements of the Company for the period 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

2017-18

2016-17

Total Turnover 46103.60 45755.04
Profit before Interest Depreciation & Taxes 3295.00 1676.41
Less: Interest 517.44 472.84
Profit before depreciation 2777.56 1203.57
Less: Depreciation 260.54 244.60
Profit/ (Loss) Before Tax 2517.02 958.97
Provision for Taxation 938.41 330.42
Net Profit/(loss) 1578.61 628.55

YEAR IN RETROSPECT

The Company has achieved a total turnover of Rs. 46103.60 Lakhs (Previous year Rs.45755.04 Lakhs) including exports of Rs. 13355.55 Lakhs (Previous year Rs. 13559.57 Lakhs)and Profit before Tax of Rs. 2517.02 Lakhs (Previous year Rs. 958.97 Lakhs) and Profitafter Tax of Rs. 1578.61 Lakhs (Previous year Rs. 628.55 Lakhs) The Company has adoptedInd AS w.e.f. 1st April 2017 with a transition date of 1st April 2016. Accordinglyresults for the year ended 31st March 2018 have been prepared in accordance with Ind ASprescribed under Section 133 of the Companies Act 2013 and other accounting principlesgenerally accepted in India. Previous Periods figures have been restated as per Ind AS tomake them comparable.

DIVIDEND

Your directors are pleased to recommend a dividend @ 18% (Rs. 0.18/- per equity sharesof Rs. 1/- each on 50103520 Equity Shares) for the Financial Year 2017-18 aggregating toRs. 90.19.

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 31st March 2018 and of thestatement of profit and loss of the Company for that period; c) that proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing 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 Requirement)Regulations 2015 with the Stock Exchanges. A separate report on Corporate Governance asper schedule V {C} of SEBI (Listing obligations and Disclosure Requirement) Regulations2015 is included as a part of the Annual Report along with the Practicing CompanySecretary Certificate on its compliance.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also 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 Company's system of financial and compliance controls with reference to thefinancial statements and risk management is embedded in the business process by which theCompany pursues its objectives. Management is responsible for establishing and maintainingadequate disclosure controls and procedures and adequate internal controls over financialreporting with respect to financial statements besides its effectiveness in the context ofapplicable regulations. The Internal Auditor the Audit Committee as well as the Board ofDirectors conduct from time to time an evaluation of the adequacy and effectiveness of thesystem of internal controls for financial reporting with respect to financial statements.

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 Mr. Saurabh Singh Mehta Director (DIN 00023591) of the Company shall retireby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor re-appointment as a Director of the Company.

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 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 M/s R.S. Bansal and Company Chartered Accountants (FRN: 000939C) appointed as auditors of thecompany up to Annual General Meeting of the Company to be held in the year 2021 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 31.03.2019.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. The company is in process to file theCost Audit Report to the Central Government within the stipulated time.

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.

STATUTORY INFORMATION

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 part a 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:

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

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.

• Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from its subsidiary.

• 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.

• During the year under review there were no cases filed or reported pursuant tothe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

• There was no amount required to be transferred to the Investor Education andProtection Fund by the Company during the year ended 31st March 2017.

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 Nutrients Limited
CIN L25206MP1990PLC005732 Shiv Singh Mehta
Regd. Office: Mehta Chamber 34 Siyaganj Managing Director
Indore DIN 00023523