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Kriti Nutrients Ltd.

BSE: 533210 Sector: Industrials
NSE: N.A. ISIN Code: INE798K01010
BSE 00:00 | 23 Jul 48.35 0.65
(1.36%)
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47.70

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51.50

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NSE 05:30 | 01 Jan Kriti Nutrients Ltd
OPEN 47.70
PREVIOUS CLOSE 47.70
VOLUME 216454
52-Week high 53.30
52-Week low 25.20
P/E 16.17
Mkt Cap.(Rs cr) 242
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 47.70
CLOSE 47.70
VOLUME 216454
52-Week high 53.30
52-Week low 25.20
P/E 16.17
Mkt Cap.(Rs cr) 242
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kriti Nutrients Ltd. (KRITINUTRIENTS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 24th Annual Report on the affairs of theCompany together with the Audited Financial Statements for the Financial Year ended on31st March 2020.

FINANCIAL HIGHLIGHTS

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

PARTICULARS 2019-20 2018-19
Revenue from Operations 52037.79 48522.77
Other Income 328.48 99.33
Total Revenue 52366.27 48622.10
Operating Expenses 49666.47 45434.93
EBITDA 2699.8 3187.17
Finance Cost 169.76 241.49
Depreciation 304.47 268.01
Profit/ (Loss) before Tax 2225.57 2677.67
Tax Expenses 325.06 982.59
Profit/ (Loss) after Tax 1900.51 1695.08

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31st March 2020 your Company has achieved aoperational turnover of C52037.79 Lakhs as against an operational turnover of C48522.77Lakhs in the previous Financial Year registering a growth of 7.24% and the Profit afterTax is C1900.51 Lakhs as against Profit after Tax of C1695.08 Lakhs in the previousFinancial Year registering a growth of 12.12%.

Exports could not be made in last week of March 2020 and there was fall in commodityprices.

COVID-19

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally. Sincethe Company is the manufacturer of soya edible oil and soya protein products it wasallowed to operate the plant in lockdown. However workers attendance was very low due torestrictions on movements. Resulting part working of the plant initially effected and thesame is being improved gradually. The Plant is operating with complete compliance of alldirectives related to maintaining of Social Distancing and mandatory to wear face mask andhave proper sanitizations.

The Company's business in the domestic edible oil market is not expected to impactmuch. However export of the company's products have been impacted adversely. Thusimpacting Companies profitability to some extent though your board is confident about theadequate management of the liquidity position of the Company and its ability to meet itsobligations in the ordinary course of business.

DIVIDEND

Your directors pleased to recommend a dividend @ 18% (C0.18/-per equity shares of Re.1/- each on 50103520 Equity Shares) for the Financial Year 2019-20 aggregating to C90.18Lakhs payable to those Shareholders whose names appear in the Register of Members as onthe Book Closure / Record Date. Members are requested to note that pursuant to FinanceAct 2020 dividend if any declared by the

Company will be taxable in the hands of shareholders w.e.f. April 1 2020 and theCompany shall be required to deduct tax at source from dividend paid to shareholders atthe prescribed rates as notified by the Finance Act 2020.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period underreview.

BUSINESS TRANSFER

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

TRANSFER TO RESERVES

During the year the Company has transferred C150 Lakhs (Previous year C150 Lakhs) tothe general reserves.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2020 was C501.04 Lakhs divided into50103520 equity shares of Re. 1/- each. There is no change in Equity Share Capital of theCompany during the year.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2020. Further theCompany has not accepted any deposit or loans in contravention of the provisions of theChapter V of the Companies Act 2013 and the Rules made there under.

S. No. (Particulars Amt in C
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 At the beginning of the year Maximum during the year At the end of the year N.A.
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.

Further your Company is in process to file Form DPT-3 for the F.Y. ended on 31.03.2020for the amount received by the Company which is not under the purview of section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amendedfrom time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

The Members at the 23rd Annual General Meeting of the Company held on 14th August2019 pursuant to the provisions of section 152 approved the appointment of Mrs. PurnimaMehta (00023632) Director who was liable to retire by rotation and being eligibleoffered herself for reappointment.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shiv Singh Mehta (DIN: 00023523) Managing Director andMr. Saurabh Singh Mehta (DIN 00023591) Whole-time Director of the Company are liable toretire by rotation at the ensuing Annual General Meeting and being eligible has offeredthemselves for re-appointment.

Also the members at the 23rd Annual General Meeting have reappointed Mr. Saurabh SinghMehta as the Whole-time Director of the Company for a term of 3 years w.e.f 1st August2019 to 31st July 2022.

In accordance with the provisions of section 149152 and schedule IV of the CompaniesAct 2013Mr. Chandrasekharan Bhaskar who

was appointed as the additional director on 16th May2019 was appointed as anIndependent Director of the Company by the members in the 23rd Annual General Meeting fora term of five consecutive years.

Mr. Bhuwanesh Shastri has resigned from the post of Independent Director w.e.f.20.04.2019.

Necessary information on the Director (s) seeking appointment/ reappointment has beengiven 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. The Board consideredand formed an opinion that the independent directors meet the criteria of independence asrequired under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Person nel's)KMPs) of the Company during theperiod under review:

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

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

iii) Mr. Suresh Chandra Jajoo Chief Financial Officer

iv) Mr. Vijay Khandelwal Company Secretary and Compliance Officer (ceased w.e.f. 4thJune 2019).

v) Mr. Sachin Upadhyay Company Secretary and Compliance Officer (appointed w.e.f. 2ndNovember 2019).

There is no change in the KMPs of the Company except the resignation and appointment ofthe Company Secretary and Compliance Officer during the period under review.

BOARD EVALUATION

The Board of Directors of the Company is committed to get its performance evaluated inorder to identify its strengths and areas in which it may improve its functioning. To thatend the Nomination and Remuneration Committee (NRC) has established the process forevaluation of performance of Directors including Independent Directors the Board and itsCommittees. The evaluation of performance of Executive Directors is done by IndependentDirectors.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria and process forperformance evaluation of the Non-Executive Directors and Executive Directors to judge theknowledge 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 evaluation process.

During the year under review as per the policy for the performance evaluation formalevaluation of performance of Directors including Independent Directors the Board and itsCommittees was made by the Independent Directors and the NRC in their respective meetingsand the evaluation result was placed before the Board for its information andconsideration.

MEETINGS

During the year total four (4) Board Meetings were convened and held. The details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013/SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of Directors KMPs and SeniorManagement Personnel and for determination of their remuneration. The salient features ofNomination & Remuneration Policy is stated in the Corporate Governance Report. TheNomination & Remuneration Policy duly approved by the Board has been posted on theCompany's website http://kritinutrients.com/

COMMITTEES OF THE BOARD:

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

ii) . Nomination and Remuneration Committee

iii) . Stakeholders' Relationship Committee

iv) . Corporate Social Responsibility Committee

Apart from the aforesaid committees under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Company has also constituted Internal Complain Committee (ICC) underthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. A detailed note on the Committees is provided in the Corporate GovernanceReport.

HOLDING SUBSIDIARY AND ASSOCIATE COMPANY

During the period under review the Company did not have any Subsidiary AssociateCompany and Joint Venture. Therefore disclosure in the Statement pursuant to section 129of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 inForm AOC-I is not applicable to the company. However your company is a subsidiary ofSakam Trading Private Limited which holds about 52.09% of the total paid-up capital of thecompany.

RELATED PARTY TRANSACTIONS

During the period under review all related party transactions that were entered on anarm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KMPsor other designated persons which may have a potential conflict with the interest of theCompany at large. Since there is no material related party transactions in the company.Therefore the company is not required to attach Form AOC-II with this report.

Separate disclosure as per regulation 34(3) and 53(f) of SEBI (LODR) Regulations 2015is made in the report. The policy on Related Party Transactions duly approved by the Boardon the recommendation of the Audit Committee has been posted on the Company's websitehttp://kritinutrients.com/.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as "Annexure A" and forms apart of this Report. The salient features of CSR policy is stated in Annexure A asaforesaid Report on CSR activities. The policy on CSR duly approved by the Board has beenposted on the Company's website http://kritinutrients.com/.

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

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 B" to this Report.

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 C" andforms part of this Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of the Loans Guarantees and Investment are given in the notes to theFinancial Statements. Hence no further disclosure is being given here to avoid repetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read withSchedule V of the SEBI (LODR) Regulations 2015 along with the requisite certificate fromthe Secretarial Auditor of the Company confirming compliance with the conditions of theCorporate Governance is appended and forms a part of this report along with thecertificate of Disqualification of Directors received from Practicing Company Secretary asthe Annexure 1 and 2 of the Corporate Governance Report.

RISK MANAGEMENT

The Company has a well defined process to ensure the risks are identified andmitigation steps are put in place. The Company's Risk Management process focus on ensuringthat these risks are identified on a timely basis and reasonably addressed. The AuditCommittee oversees financial risks and controls. Major risks are identified by thebusinesses and functions and these are systematically addressed through mitigating actionson continuing basis.

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 Directors ofthe Company in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available on the Company's websitehttp://kritinutrients.com/and have also been provided as "Annexure D" of part ofthis Report.

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 in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting

standards have been followed along with proper explanation relating to materialdepartures 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 2020 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.

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 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 these controls areoperating effectively. The Audit team develops an audit plan based on the risk profile ofthe business activities. The annual internal audit plan is approved by the AuditCommittee which also reviews compliance to the plan. The Internal Audit team monitors andevaluates the efficacy and adequacy of internal control systems in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action(s) in their respective area(s) and thereby strengthen the controls.Significant audit observations and corrective action(s) thereon are presented to the AuditCommittee.

The Audit Committee reviews the reports 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 compliance of lawsand 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 section143(12) of the Companies Act 2013.

EXTRACT OF ANNUAL RETURN

The particulars forming part of the extract of the Annual Return in Form MGT - 9 isannexed to this report as "Annexure E"and the copy of the Annual return of theCompany is placed on the company's website-http://kritinutrients.com/.

AUDITORS AND 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 of the Company to hold office of the Auditors for aterm of 5 years from the conclusion of 20th AGM till the conclusion of 25th Annual GeneralMeeting.

The Auditors Report and the Notes on financial statement for the year 2019-20 referredto in the Auditor's Report are selfexplanatory and does not contain any qualificationreservation or adverse remark therefore do not call for any further comments.

COST AUDITOR

Your company is maintain the cost records as specified by the Central Government undersection 148(1) of the Companies Act 2013 is required to be maintained by the Company andaccordingly such accounts and records are made and maintained. In pursuance of section 148of the Companies Act 2013 your Board has appointed Mr. SPS Dangi Cost Accountant (FRN100004) Indore to conduct the Audit of the Cost Accounting records for the financial year2019-20. The Company is in process to file the Cost Audit Report for the tear 2019-20 tothe Central Government. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark which needs further clarification by the management of theCompany.

The Board of Directors of the Company on the recommendation of the Audit Committee atits meeting held on 29th June 2020 has re-appointed Mr. SPS Dangi as the Cost Auditors ofthe Company to conduct the Audit of the Cost Accounting records for the financial year2020-21. 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 required ordinary resolution for ratification remuneration payable to Mr.SPS Dangi Cost Auditors for the financial year 2020-21 in the ensuing Annual GeneralMeeting as set out in the Agenda Item of the Notice.

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 appointed M/s. Kaushal Agrawal & Co.Company Secretaries Indore to conduct Secretarial Audit for the financial year 2019-20.The Board of Directors of the Company on the recommendation of the Audit Committee at itsmeeting held on 29th June 2020 has appointed M/s. Kaushal Agrawal & Co. CompanySecretaries to conduct Secretarial Audit for the financial year 2020-21.

The Secretarial Audit Report for the financial year ended 31st March 2020 in Form MR-3is attached as "Annexure F" and forms part of this Report. The observations madeby secretarial auditor in their audit report are self explanatory; hence no furtherexplanation is required.

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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") notified bythe Ministry of Corporate Affairs the unclaimed and unpaid dividends amount for the year2012-13 is required to be transferred to IEPF in the due date as specified in the Noticeof the AGM and shares of the respective shares on which no dividend is claimed for aconsecutive 7 (Seven) years will also be transferred to IEPF Authority as per therequirement of the IEPF rules on due date. The details related to dividend remainsunpaid-unclaimed in the Company has been given in the Corporate Governance Report attachedwith the annual report of the Company. The details of the nodal officer appointed by thecompany under the provisions of IEPF is available on the Company's website athttp://kritinutrients.com/

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 is no complaintreceived during the year:

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of theCompanies Act 2013 read with Rule 20 of the Companies (Management and Administration)Amendment Rules 2015. The ensuing AGM will be conducted through Video

Conferencing/OVAM and no physical meeting will be held and your company has madenecessary arrangements with CDSL to provide facility for remote e-voting and e-voting atAGM. The details regarding e-voting facility is being given with the notice of theMeeting.

GENERAL

Your Directors state that during the year under review:

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

b) Neither the Managing Director nor the Whole-time Directors receive any remunerationor commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under theCompanies Act 2013.

d) There have been no material changes and commitments affecting the financial positionof the Company which have occurred between financial year ended on 31st March 2020 towhich the financial statements relate and the date of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for all thecooperation 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 in the working of the Company.

For and on behalf of the Board of Directors
Date: 29th June 2020 Shiv Singh Mehta
Place: Indore Chairman & Managing Director
(DIN: 00023523)

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