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Kritika Wires Ltd.

BSE: 535116 Sector: Metals & Mining
NSE: KRITIKA ISIN Code: INE00Z501011
BSE 05:30 | 01 Jan Kritika Wires Ltd
NSE 05:30 | 01 Jan Kritika Wires Ltd

Kritika Wires Ltd. (KRITIKA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 15th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe year ended March 31 2019.

FINANCIAL RESULTS

The summarized performance of the Company for the Financial Year 31“ March 2019and 31*' March 2018 are as under:

(Amount Rs.)
Particulars Year ended 31“ March 2019 Year ended 31“ March 2018
Total Revenue 2785454950 2608663314
Total expenses 2685108084 2531383215
Profit or Loss before Exceptional and Extraordinary items and Tax. 100346866 77280099
Less: Exceptional Items - *
Less: Extraordinary Items - -
Profit or Loss before tax 100346866 77280099
Less: Current Tax 37345000 26014788
Income Tax adjusted for earlier years - -
Deferred Tax (4460415) 466781
Profit or Loss after Tax 67462281 50798530

PERFORMANCE REVIEW

During the year under review the Company's revenue from operations and total income(including other income) was at the level of Rs 2744120114.00 (Previous Year Rs2554758394.00) and Rs 2785454950.00 (Previous Year Rs 2608663314.00)respectively. Profit before tax increased by 29.85 % to Rs. 23066767.00 during theyear.

DIVIDEND

The Board has not declared or recommended any dividend for the financial year ended 3151March 2019.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to Reserve.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors are optimistic about company's business and hopeful of betterperformance with increased revenue in next year. There was no change in the nature ofbusiness of company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations(LODR) 2015 the Management Discussion and Analysis Report is presented in separatesection forming part of the Annual Report as "Annexure-I".

ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 is furnished in"Annexure II" and is attached to this Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENT. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE PATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is taking all reliable measures for conservation of energy. In respect ofthe current period no such technology absorption has been undertaken by the Company.

During the period under review the Company had total earning in foreign currency of Rs.79624085/- and foreign outgo of Rs. 129955363/-

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

Pursuant to section 134(3) (n) of the Companies Act 2013 the Company has framed arisk management policy. The Company is not subject to any specific risk except risksassociated with the general business of the Company as applicable to the whole industry.At present the Company has not identified any element of risk which may threaten theexistence of the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT. 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provisions are notapplicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial year were on anarm's length basis and were in ordinary course of business and the provisions of Section188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC- 2 is notrequired. Further there are no materially significant related party transactions duringthe period under review made by the Company with Promoters Directors or other designatedperson which may have a potential conflict with the interest of the Company at large.However details of all related party transactions are given in Notes to Accounts.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications reservations or adverse remarks made by the Statutory andSecretarial Auditors in their reports.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limitedw.e.f. 10th October 2018. The Company is regular in payment of Annual ListingFees. The Company has paid Listing fees up to the year 2019-20.

CAPITAL OF THE COMPANY

Authorised Share Capital of the Company stood at Rs. 18501X1000/- divided into18500000 Equity Shares of Rs.10/- each and Paid up Stare Capital of the Company stood atRs. 177520000/- divided into 17752000 Equity Shares of Rs.10/-each.

During the year the Company has raised Rs 1539.84 lacs through Initial Public Offer(IPO) by issuance of 4812000 equity shares of Rs. 10/- each at a premium of Rs. 22/- pershare.

DIRECTORS

In terms of Sections 149 of the Companies Act 2013 Mr. Rajesh Kumar Choudhary and Ms.Radhika Vyas were appointed as the Independent Directors of the Company.

Mr. Sanjeev Binani retires by rotation and being eligible offers himself forre-appointment as per the provisions of Section 152 of the Companies Act 2013.

None of the Directors of the Company are disqualified for appointment or forcontinuation as Director of the Company in terms of the provisions of Section 164 of theCompanies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary Declarations have been obtained from all the Independent Directors underSection 149 (7) of the Companies Act 2013.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize the new Independent Directors with the strategy operations andfunctions of our Company the senior managerial personnel make presentation for theinductees about the Company's strategy operations product and service offeringsmarkets finance quality etc.

Further at the time of appointment of an Independent Director the company issues aformal letter of appointment outlining his/ her role function duties andresponsibilities as a director.

KEY MANAGERIAL PERSONNEL

During the year Mr. Anand Kumar Sharma was appointed as the Chief Financial Officer(CFO) with effect from 7th May 2018.

COMMITTEES OF THE BOARD

Audit Committee

During the year under review the Company has constituted Audit Committee with threedirectors majority of which are independent directors. The Audit Committee reviews theAudit Reports submitted by the internal auditors and statutory auditors financial resultsand effectiveness of internal audit process the Company's Risk Management Strategy andvigil mechanism. It reviews the Company's established systems and the Committee isgoverned by the provisions of the Companies Act 2013. During the year one AuditCommittee Meeting was held on 31** January 2019.

Nomination and Remuneration Committee

During the year under review the Company has constituted Nomination and RemunerationCommittee with three non-executive Directors. This Committee identifies the persons whoare qualified to become Directors of the Company/who may be appointed in Senior Managementin accordance with the criteria laid down recommend to the Board their appointment andremoval and also carries out evaluation of every director's performance.

During the year the Nomination and Remuneration Committee have met one time on 31**January 2019.

Corporate Social Responsibility Committee

During the year under review the Company has constituted Corporate SocialResponsibility Committee with Directors. This Committee formulates and recommend to theBoard a Corporate Social Responsibility Policy which shall indicate the CSR Activities tobe undertaken by the company; monitor the corporate social responsibility policy of thecompany from time to time; discharge such other responsibilities as required under the actand rules made there under.

The Committee has not found any suitable charitable organization which is doing CSRapproved activities. Therefore no expenditure on Corporate Social Responsibility has beendone during the year.

Further one meeting of the Corporate Social Responsibility Committee was held duringthe year.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013.Employees can raise concerns regarding any discrimination harassment victimization anyother unfair practice being adopted against them or any instances of fraud by or againstyour Company. Any incidents that are reported are investigated and suitable action takenin line with the Whistle Blower Policy.

REMUNERATION POLICY

The Nomination and Remuneration Committee is in process to formulate a remunerationpolicy which shall be approved by the Board of Directors and shall be uploaded on thewebsite of the Company.

BOARD MEETINGS

During the period under review the Board met 10 times on 05.04.2018 04.05.201807.05.2018 11.05.2018 24.05.2018 28.05.2018 14.09.2018 18.09.2018 06.10.2018 and31.01.2019 and the gap between two consecutive meetings was not more than one hundred andtwenty days as provided in section 173 of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors state that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES IQANT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.

DEPOSITS

The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act read with the Companies (Acceptance of Deposits) Rules 2014 andrelevant directions of Reserve Bank of India during the financial year under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation was observed.

AUDITORS

Statutory Auditor

During the year M/s. G. P. Agrawal & Co. Chartered Accountants was appointed asthe Statutory Auditor of the Company in the Extra-Ordinary General Meeting of the Companyheld on 23rd February' 2019 to fill the casual vacancy caused due toresignation of M/s. S.K. Bhartia & Associates. Chartered Accountants. The saidauditor shall hold office till the conclusion of ensuing Annual General Meeting. Furtherthe Board recommends the re-appointment of M/s. G. P. Agrawal & Co. CharteredAccountants for a further period of five years commencing from Financial Year 2019-20.

Internal auditor

M/s. P. Khetan & Company Chartered Accountants were appointed as the InternalAuditor of the Company for the Financial Year 2018-19.

COST RECORDS AND COST AUDIT

The Company is maintaining the cost records as specified by the Central Governmentunder subsection (1) of section 148 of the Companies Act 2013. Further the Company hadappointed M/s. Sohanlal Jalan and Associates. Cost Accountants as the cost auditor ofthe Company for the Financial Year 2018-19.

AUDITORS' REPORT

The Auditors' Report read together with the Notes on Accounts are self-explanatory andtherefore do not call for any further explanation and comments. No frauds were reported bythe Auditor under sub-section 12 of Section 143 of the Companies Act 2013.

CORPORATE GOVERNANCE

Since the Company is listed on SME platform of National Stock Exchange of India Ltd.the provisions of Corporate Governance are not applicable to the Company. However theDirectors are complying with the corporate norms.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. No complaints against sexual harassment were received during theyear 31-03-19.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 in respectof Directors/employees of the Company is attached as "Annexure-III" to thisReport.

OTHER DISCLOSURE REQUIREMENTS

• The disclosures and reporting with respect to issue of equity shares withdifferential rights as to dividend voting or otherwise is not applicable as the Companyhas not issued any such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity sharesand Issue of Shares under Employees Stock Option Scheme) to employees of the Company underany scheme are not applicable as the Company has not issued any such shares during thereporting period.

• The company has complied with the applicable provisions of Secretarial StandardsSS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during theperiod under review.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board

Naresh Kumar Agarwal Hanuman Prasad Agarwal
Director Director
(DIN: 01020334) (DIN:00654218)
Place: Kolkata
Date: 6th September 2019