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Kriti Nutrients Ltd.

BSE: 533210 Sector: Industrials
NSE: N.A. ISIN Code: INE798K01010
BSE 13:01 | 11 Aug 40.85 2.05
(5.28%)
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44.90

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NSE 05:30 | 01 Jan Kriti Nutrients Ltd
OPEN 44.90
PREVIOUS CLOSE 38.80
VOLUME 693795
52-Week high 44.90
52-Week low 12.50
P/E 8.75
Mkt Cap.(Rs cr) 205
Buy Price 40.30
Buy Qty 120.00
Sell Price 40.80
Sell Qty 200.00
OPEN 44.90
CLOSE 38.80
VOLUME 693795
52-Week high 44.90
52-Week low 12.50
P/E 8.75
Mkt Cap.(Rs cr) 205
Buy Price 40.30
Buy Qty 120.00
Sell Price 40.80
Sell Qty 200.00

Kriti Nutrients Ltd. (KRITINUTRIENTS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 23rd Annual Report on the affairs of theCompany together with Audited Financial Statements for the year ended on 31st March 2019.

1. FINANCIAL HIGHLIGHTS:

The summarized financial results for the year vis-a-vis the previous year are asfollows:

( र in Lakhs)
PARTICULARS 2018-19 2017-18
Revenue from Operations 48522.77 46103.60
Other Income 99.33 162.84
Total Revenue 48622.10 46266.44
Operating Expenses 45434.93 42971.44
EBIDTA 3187.17 3295.00
Finance Cost 241.49 517.44
Depreciation 268.01 260.54
Profit/ (Loss) before Tax 2677.67 2517.02
Tax Expenses 982.59 938.41
Net Profit/(Loss) after Tax 1695.08 1578.61

2. OPERATIONAL PERFORMANCE

During the Financial Year ended on 31st March 2019 your Company achieved a turnoverof ? 48522.77 Lakhs as against a turnover of ? 46103.60 Lakhs in the previousFinancial Year registering a growth of 5.25%. Profit after Tax was ? 1695.08 asagainst ? 1578.61 Lakhs in the previous Financial Year a growth of 7.38%.

3. DIVIDEND

Your Directors have recommended a dividend @ 18% (Rs.0.18per equity shares of ? 1each on 50103520 Equity Shares) for the Financial Year 2018-19 aggregating to Rs.90.19Lakhs payable to those Shareholders whose names appear in the Register of Members as onthe Book Closure / Record Date. This is subject to approval of the Members at theforthcoming Annual General Meeting.

4. CHANGE IN CONTROL

There was no change in control during the period under review.

5. BUSINESS TRANSFER

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

6. DEPOSIT

The Company did not receive / accept any deposits from Directors of the Company.

7. AUDITORS & THEIR REPORT

The Shareholders at their 20th Annual General Meeting (AGM) held on 11th August 2016had approved the appointment of M/s. R S Bansal & Co. Chartered Accountants (FRN:000939C) Indore Statutory Auditors to hold office for the period of five years from theconclusion of 20th AGM till the conclusion of 25th Annual General Meeting. The Auditors intheir Audit report have not made any adverse remark qualification or reservation.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

The Members at the 22nd Annual General Meeting of the Company held on 31st July 2019pursuant to the provisions of Section 152 approved the appointment of Mr. Saurabh SinghMehta (00023591) Director who was liable to retire by rotation and being eligibleoffered himself for reappointment. The Company has re-designated Mr. Shiv Singh Mehta (DIN00023523) Managing Director as Chairman & Managing Director with effect from 31stJuly 2018.

During the period under review the Members at the (01/2018-19) Extraordinary GeneralMeeting of the Company held on 18th March 2019 pursuant to the provisions of Sections149 152 read with Schedule IV of the Companies Act 2013 consented to the reappointmentof:

i. The Board of Directors at its meeting held on 16th May 2019 have passed resolutionfor revision in the remuneration payable to Shri Shiv Singh Mehta (DIN:00023523) Chairman& Managing Director of the Company (who is also the Chairman and Managing Director ofKriti Industries (India) Ltd.) who was reappointed at the Extra Ordinary General Meetingheld on 18th March 2019 for a term of three 3 years with effect from 12th January 2019 to11th January 2022 for the remaining part of his tenure from 1st April 2019 to 11thJanuary 2022 as proposed in the resolution subject to the approval of the Members of theCompany in General Meeting.

ii. The Board of Directors at its meeting held on 16th May 2019 passed a resolutionfor the reappointment of Shri Saurabh Singh Mehta as Whole Time Director of the Company asper provisions of Sections 196 197 203 read with Schedule V and other applicableprovisions of the Companies Act 2013 as amended from time to time for a period of threeyears with effect from 01st August 2019 on the payment of remuneration as proposed in theresolution subject to the approval of the Members of the Company in General Meeting.

iii. CA. Manoj Fadnis (DIN: 00780354) as Independent Director is not liable to retireby rotation for the period of second term of five years with effect from 01st April 2019.

iv. Mr. Rakesh Kalra (DIN: 01087055) as Independent Director is not liable to retire byrotation for the period of second term of five years with effect from 01st April 2019.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Purnima Mehta (DIN 00023632) Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting and being eligiblehas offered herself for re-appointment.

Mr. Bhuwanesh Shastri Independent Director (DIN: 00104236) has resigned from the Boardwith effect from 20th April 2019. The Board at its meeting held on 16th May 2019appointed Mr. Chandrasekharan Bhaskar (DIN: 00003343) as an Additional IndependentDirector of the Company who holds office up to the date of this Annual General Meeting(AGM).

Necessary information on the Director (s) seeking appointment/ reappointment will begiven in the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149 (6) of the Companies Act 2013 and the SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL

The following were the key managerial personnel of the Company during the period underreview: i) Mr. Shiv Singh Mehta (DIN 00023523) Chairman & Managing Director ii) Mr.Saurabh Singh Mehta (DIN 00023591) Whole Time Director iii) Mr. Suresh Chandra JajooChief Financial Officer iv) Mr. Vijay Khandelwal Company Secretary and ComplianceOfficer (ceased w.e.f. 10th October 2018) and reappointed w.e.f. 01st November 2018

BOARD EVALUATION

The Board of Directors of the Company is committed to get its performance evaluated toidentify its strengths and areas in which it may improve. To that end the Nomination andRemuneration Committee established the process for evaluation of performance of Directorsincluding Independent Directors the Board and its Committees. The evaluation ofperformance of Executive Directors was done by Independent Directors.

The Company devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which included criteria and process forperformance evaluation of the Non-Executive Directors and Executive Directors to appraiseknowledge to perform the role time and level of participation performance of dutiesprofessional conduct independence etc. The appointment/re-appointment/ continuation ofDirectors on the Board shall be based on the outcome of the evaluation process.

During the year under review as per the policy for the performance evaluation aformal evaluation of performance of Directors including Independent Directors Board andits Committees was made by Independent Directors and the Nomination and RemunerationCommittee in their respective meetings and the evaluation result was placed before theBoard for its information and consideration.

MEETINGS

During the year five Board Meetings and five Audit Committee Meetings were convenedand held. The details of these are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for the selection and appointment of Directors key managerialpersonnel and senior management personnel for the determination of their remuneration. Thesalient features of Nomination & Remuneration Policy are stated in the CorporateGovernance Report.

The Nomination & Remuneration Policy duly approved by the Board has been postedon the Company's website www.kritinutrients.com.

9. SUBSIDIARY COMPANY ASSOCIATE COMPANY AND JOINT VENTURE

During the period under review the Company did not have any Subsidiary AssociateCompany and Joint Venture. A further statement pursuant to Section 129 of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 in Form AOC-I isattached as Annexure A and forms a part of this report.

10. RELATED PARTY TRANSACTIONS

During the period under review all related party transactions were on an arm's lengthbasis and in the ordinary course of business. There were no materially significant relatedparty transactions made by the Company with Promoters Directors key managerial personnelor other designated persons which could have had a potential conflict with the interestof the Company at large.

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

The policy on Related Party Transactions duly approved by the Board on therecommendation of the Audit Committee was posted on the Company's websitewww.kritinutrients.com.

11. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as Annexure C and forms a part of thisReport. The salient features of the CSR policy is stated in Annual Report on CSRactivities.

The policy on CSR duly approved by the Board has been posted on the Company's websitewww.kritinutrients.com.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended in respect of employees of the Company forming part of Directors' Reportis given in Annexure D to this Report.

13. CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is attached as Annexure E and forms partof this report.

14. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The details of Loans Guarantees and Investment are given in note no.5 and 12 to theFinancial Statements.

15. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34 (3) read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 along with the requisite certificate from the Secretarial Auditor of the Companyconfirming compliance with the conditions of corporate governance is appended and forms apart of this report.

16. RISK MANAGEMENT

The Company has a defined process to ensure that risks are identified and mitigationsteps are put in place. The Company's Risk Management process focuses on ensuring thatthese risks are identified on a timely basis and reasonably addressed.

The Audit Committee oversees financial risks and controls. Major risks are identifiedby the businesses and functions and these are systematically addressed through mitigatingactions on a continuing basis.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for:

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directorsof the Company in appropriate or exceptional cases. Details of the Vigil Mechanism Policyare made available on the Company's website www.kritinutrients.com.and have also beenprovided in the Corporate Governance Report forming a part of this Report.

18. 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 its knowledge and ability confirm that:

a) That in the preparation of the annual financial statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) That the Directors have selected such accounting policies and applied themconsistently and have made judgment and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31 March 2019 and of the statement of profit and loss of the Companyfor that period;

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) That the annual financial statements have been prepared on a going concern basis;

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

f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

19. INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that InternalFinancial Controls have been established in the Company and that such controls areadequate and operating effectively. The Company has laid down certain guidelines andprocesses which enables the implementation of appropriate internal financial controlsacross the organisation. Such internal financial controls encompass policies andprocedures adopted by the Company for ensuring orderly and efficient conduct of businessincluding adherence to its policies safeguarding of its assets prevention and detectionof frauds and errors the accuracy and completeness of accounting records and the timelypreparation of reliable financial information. The Statutory Auditors in their auditreport has opined that these controls are operating effectively. The Internal Audit teamdevelops an audit plan based on the risk profile of the business activities. The annualinternal audit plan is approved by the Audit Committee which also reviews compliance tothe plan. The Internal Audit team monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action(s) in their respective area(s)and thereby strengthen the controls. Significant audit observations and correctiveaction(s) thereon are presented to the Audit Committee. The Audit Committee reviews thereports submitted by the Internal Auditors.

The Board has implemented systems to ensure compliance of all applicable laws. Thesesystems were effective and operative. At every quarterly interval the Managing Directorand the Company Secretary place before the Board a certificate certifying the complianceof laws and regulations as applicable to the business and operations of the Company afterobtaining confirmation from all business unit and functional heads responsible forcompliance of such applicable laws and regulations.

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

20. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT - 9 under Section 92 of the Companies Act2013 for the financial year ending 31st March 2019 is annexed hereto as Annexure F andforms a part of this Report.

21. COST AUDITOR

In pursuance of Section 148 of the Companies Act 2013 your Directors appointed Mr.SPS Dangi Cost Accountant Indore to conduct the audit of the Cost Accounting recordsfor financial year 2018-19.

The Board of Directors of the Company on the recommendation of the Audit Committee atits meeting held on 16th May 2019 reappointed Mr. SPS Sangi as the Cost Auditors of theCompany to conduct the Audit of the Cost Accounting records for the financial year2019-20. 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 payable to Mr. SPS Dangi Cost Auditors for the financial year2019-20 for the ratification by Members in the ensuing Annual General Meeting.

22. 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 Board appointedM/s. Kaushal Agrawal & Co. Company Secretaries Indore to conduct Secretarial Auditfor the financial year 2018-19. The Board of Directors of the Company on therecommendation of the Audit Committee at its meeting held on 16th May 2019 has appointedKaushal Agrawal & Co. to conduct Secretarial Audit for the financial year 2019-20. TheSecretarial Audit Report for the financial year ended 31st March 2019 in Form MR-3 isattached as Annexure G and forms part to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

24. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

An amount of ? 220145 in respect of unpaid/unclaimed dividend declared in FY2010-2011 was transferred to the Investor Education and Protection Fund by the Companyduring the year ended 31st March 2019.

Some 886570 equity shares of face value of ? 1 each in respect ofunpaid/unclaimed dividend declared in FY 2010-2011 was transferred to the IEPF.

The details of the nodal officer appointed by the company under the provisions of IEPFis available on the Company's website at www.knl. kritiindia.com

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

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The following is asummary of sexual harassment complaints received and disposed of during the year:

Sr. No. Particulars No. of complaints
1. Number of complaints pending at the beginning of the year -
2. Number of complaints received during the year -
3. Number of complaints disposed off during the year -
4. Number of cases pending at the end of the year. -

26. GENERAL:

Your Directors state that during the year under review:

a) The Company had no deposits covered under Chapter V of the Companies Act 2013.

b) There were no changes in the share capital of the Company.

c) The Company had not issued equity shares with differential rights as to dividendvoting or otherwise.

d) The Company had not issued shares (including sweat equity shares) to employees ofthe Company under any scheme.

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

f) The Company complied with the applicable Secretarial Standards under the CompaniesAct 2013.

g) The cost records as specified by the Central Government under sub-section (1) ofsection 148 of the Companies Act 2013 are required to be maintained by the Company andaccordingly such accounts and records are made and maintained.

h) There have been no material changes and commitments affecting the financial positionof the Company which have occurred between financial year ended on 31st March 2019 towhich the financial statements relate and the date of this report.

27. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation and gratitude for all theco-operation extended by Government agencies bankers financial institutions businessassociates and shareholders. The Directors also record their appreciation for thededicated services rendered by all the executive staff and workers of the Company at alllevels in all units and for their valuable contribution to the working of the Company

For and on behalf of the Board of Directors
Date: 16th May 2019 Shiv Singh Mehta
Place: Indore

Chairman & Managing Director

(DIN: 00023523)

ANNEXURE A

Form AOC-I

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures

Part A: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

NOT APPLICABLE

The Company do not have any subsidiary as on 31st March 2019.

Sr. No. Particulars
1. Names of subsidiary which is yet to commence operations -
2. Names of subsidiary which has been liquidated or sold during the year -

Part B: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

NOT APPLICABLE

The Company do not have any Associates and Joint Ventures as on 31st March 2019.

Sr. No. Particulars
1. Names of associates or joint ventures which are yet to commence operations -
2. Names of associates or joint ventures which have been liquidated or sold during the year -

ANNEXURE B

Form AOC-II

(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 of contracts/arrangements entered into by theCompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S LENGTH BASIS:

Your Company has not entered into any contract or arrangement or transaction with itsrelated parties which is not at arm's length during Financial Year 2018-19.

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM'S LENGTH BASIS:

There are no material contracts or arrangement or transactions with related partiesmade by the Company as per explanation provide in Regulation 23 of SEBI (LODR) 2015.Asper Sec 188 of Companies Act 2013 Disclosure of Related party transaction are as follows:

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 Industries (India) 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:
Kriti Industries (India) Ltd. Sale of Consumable Item Ongoing 16.05.2019
31.07.2018
25.10.2018
24.01.2019
Kriti Industries (India) Ltd. Purchase of Consumable Item Ongoing 18.02.2019

Note:

1. Appropriate approval has been taken for related party transactions

2. Advance Paid:- Nil

ANNEXURE - D

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 ASAMENDED AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2019.

1. The ratio of remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2018-19

Sr. No. Name of Directors Ratio
1. Mr. Shiv Singh Mehta -
2. Mrs. Purnima Mehta 0.58
3. Mr. Saurabh Singh Mehta 47.29
4. Mr. Rakesh Kalra 0.58
5. CA Manoj Fadnis 0.58
6. Mr. Bhuwanesh Shastri 0.33

2. The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary in the financial year 2018-19

S. No. Name of Directors/KMP Designation % increase (Decrease) in Remuneration Paid
1 Mr. Shiv Singh Mehta Chairman & Managing Director -
2 Mrs. Purnima Mehta Director -
3 Mr. Saurabh Singh Mehta Whole Time Director 9.56
4 Mr. Rakesh Kalra Independent Director -
5. CA Manoj Fadnis Independent Director -
6. Mr. Bhuwanesh Shastri Independent Director -
7. Mr. SC Jajoo Chief Financial Officer 5.27
8. Mr. Vijay Khandelwal Company Secretary and Compliance Officer (upto 10th October 2018)
9. Mr. Vijay Khandelwal Company Secretary and Compliance Officer (w.e.f. 1st November 2018) 10.31

3. The percentage increase in the median remuneration of employee(s) in thefinancial year 2018-19: 9%

4. The number of permanent employees on the role of the Company as on 31stMarch 2019: 230

5. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

The increase in remuneration is not solely based on Company's performance but alsoincludes various other factors like individual performance experience relevantexpertise skills academic background industry trends economic situation and futuregrowth prospects etc. besides Company's performance. There were no exceptionalcircumstances for the increase in managerial remuneration in comparison to remuneration ofother employees.

6. The remuneration paid to the Directors is as per the Remuneration Policy ofthe Company.

7. Statement of Particulars of Employees as per Section 197 of The CompaniesAct 2013 read with rule 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended and forming part of the Directors' Reportfor the year ended 31st March 2018: Not Applicable

ANNEXURE E

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT 2013 AND RULE 8 OF THECOMPANIES (ACCOUNTS) RULES 2014.

A. Conservation Of Energy

1) Steps taken or impact on conservation of energy:

1. Installation of variable frequency drives on higher ratings Motors to reduceelectricity consumption resulting in 25% saving on power.

2. PID system implement in ACM machine for consistent feeding resulting in 8% saving onpower.

3. Switching off transformers during shutdown periods to save transformer load currentresulting in 2% saving on transformer full load current.

4. Conducted process line Audit/study (Thermography) for thermal losses by externalcompetent agency to identify the areas of heat losses resulting in 6 % saving in annualcoal consumption.

5. Replacement of old steam piping by adequate size resulting in 1% saving in annualcoal consumption.

6. Use of high density insulation to reduce radiation losses resulting in 1 % saving inannual coal consumption.

7. Installation of auto temperature controllers resulting in 0.5% saving in annual coalconsumption.

8. PLC based operation to optimize use of steam.

9. Replacement of all conventional lights by LED lights resulting in 50% saving inpower consumption.

10. Centralized air compressor resulting in 55% saving in power consumption.

11. Installation of mist cooling tower resulting in 500 KWH per day saving in powerconsumption.

12. Improvement in lecithin circulation process for sampling purpose resulting in 50KWH per day saving in power consumption.

13. Improvement in lecithin tanker unloading system to reduce unloading time resultingin 60 KWH per day saving in power consumption

2) Steps taken by the company for utilising alternate sources of energy:

1. Approx. 12 Lacs unit generated from solar power by using open power supply.

3) Capital investment on energy conservation equipment: Approx ? 24 Lakhs

B. Technology Absorption

1) Efforts made towards technology absorption: As listed in point A(1) above.

2) Technology imported during the last three years reckoned from beginning ofthe financial year:

During the last three years reckoned from beginning of the financial year the flowingtechnology imported:

1. Filtration of value added product to meet International standards of Products.

2. Edible oil refining technology to meet European norms.

3. Product sizing technology to meet Granualomatry of the Product

3) Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earning & Outgo ( ? in lakhs)

Sr. No. Particulars Amount ( ? in lakhs)
earned/spent in FY 2018-19
1. Foreign Exchange earned in terms of Actual Inflows 8637.19
2. Foreign Exchange spent in terms of Actual Outflows 56.50

ANNEXURE -H

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015)

To

The Members of Kriti Industries (India) Limited

CIN: L25206MP1990PLC005732 Mehta-Chamber34 Siya Ganj Indore MP-452007.

I have examined the relevant registers records forms returns and disclosuresreceived from the Directors of Kriti Industries (India) Limited having CINL25206MP1990PLC005732 and having registered office at Mehta-Chamber34 Siya Ganj IndoreMP-452007 (hereinafter referred to as `the Company') produced before me by theCompany for the purpose of issuing this Certificate in accordance with Regulation 34(3)read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. In my opinion and tothe best of my information and according to the verifications (including DirectorsIdentification Number (DIN) status at the portal www.mca.gov.in) as considered necessaryand explanations furnished to me by the Company & its officers I hereby certify thatnone of the Directors on the Board of the Company as stated below for the Financial Yearending on 31st March 2019 have been debarred or disqualified from being appointed orcontinuing as Directors of companies by the Securities and Exchange Board of IndiaMinistry of Corporate Affairs or any such other Statutory Authority.

Sr. No. Name of Director DIN/PAN Date of appointment in Company
1. Shiv Singh Mehta 00023523 01/10/2010
2. Saurabh Singh Mehta 00023591 07/02/2018
3. Purnima Mehta 00023632 01/10/1999
4. Rakesh Kalra 00780354 24/06/2006
5. Manoj Fadnis 01087055 24/06/2006
6. Chandrasekharan Bhaskar 00003343 12/05/2016

Ensuring the eligibility of for the appointment / continuity of every Director on theBoard is the responsibility of the management of the Company. Our responsibility is toexpress an opinion on these based on our verification. This certificate is neither anassurance as to the future viability of the Company nor of the efficiency or effectivenesswith which the management has conducted the affairs of the Company.

Date: 16.05.2019 For: D.P. Yadav & Associates
Place: Indore CS D.P. Yadav
MN. 36395
COP N:13717