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Kritika Wires Ltd.

BSE: 535116 Sector: Metals & Mining
NSE: KRITIKA ISIN Code: INE00Z501011
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Kritika Wires Ltd. (KRITIKA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 16th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe Financial Year ended 31stMarch 2020.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are summarized below:

(Amount Rs.)

Particulars 31st March 2020 31st March 2019
Total Income 1777112406 2786962135
Total Expenses 1758031929 2686615269
Profit or Loss before Extraordinary items and
19080477 100346866
Exceptional and Tax
Less: Exceptional and Extra-Ordinary Items - -
Profit or Loss before tax 19080477 100346866
Less: Current Tax 7324000 37345000
Deferred Tax (3282771) (4460415)
Profit or Loss after Tax 15039248 67462281

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review the total income and profit of the Company stood at Rs.1777112406/- and Rs. 15039248/- respectively.Your Company has a dedicated team ofManagement and Operating Personnel who havebeen instrumental in the growth of the businessover the years. Your Directors believe thatthe Company has the potential to further scaleup its business volumes and profitability andare in the process of identifying new avenuesof growth and effective utilization of itsexisting resources.

IMPACT OF CORONA VIRUS DISEASE (COVID- 19)

The global outbreak of Corona Virus Disease is causing significant disturbance andslowdown of economic activity in India and across the globe. The Company has evaluated theimpact of this pandemic on its business operations. Based on its review and currentindicators of economic conditions there is no significant impact on its financial resultsfor the financial year ended 31st March 2020. The Company will continue toclosely monitor any material changes arising from future economic conditions and itsimpact on the business.

LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed on SME Platform of NSE Limited w.e.f. 10thOctober 2018.

DIVIDEND

To conserve resources and plough back profits your Directors have not recommended anydividend for the period under review.

RESERVES

During the year under review your Directors have not proposed to transfer any amountto Reserves.

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extract of Annual Returnis furnished in Form MGT-9 and appended to this report as "Annexure-I".

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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 DATE 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.279748452/- (Rs. 266544247 belongs to direct export and Rs. 13204205 belongs todeemed report) and foreign outgo of Rs. 264049343/- (Rs. 154313418 belongs to directimport and Rs. 109059625 belongs to high seas purchase).

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal. The Company is not subject to anyspecific risk except risks associated with the general business of the Company asapplicable to the whole industry. At present the Company has not identified any elementof risk which may threaten the existence of the Company.

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

The Company has not given any loan or provided any guarantee or made any investmentunder provision of Section 186 of the Companies Act 2013. However the particulars ofloans guarantees or investments made by the Company are given in notes to FinancialStatements.

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 FinancialStatements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the Directors and Key Managerial Personnel of the Company duringthe Financial Year 2019-2020. Mr. Naresh Kumar Agarwal (DIN: 01020334) Chairman cumWhole-time Directorof the Company retires by rotation and being eligible offers himselffor re-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

The Company has received requisite declarations/ confirmations from all the IndependentDirectors confirming their independence as per provisions of Section 149(6) of theCompanies Act 2013. The Board relies on their declaration of independence.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

As a practice all new Directors (including Independent Directors) inducted to theBoard go through a structured orientation programme.To familiarize the new Directors withthe strategy operations and functions of our Company the senior managerial personnelmake presentation for the inductees about the Company's strategy operations product andservice offerings markets finance quality etc.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on 28th December 2019without the attendance of Non - Independent Directors and members of Management.

BOARD MEETINGS

During the period under review 6 (six) meetings of Board of Directors were held on 10thApril 2019 29th May 2019 25th June 2019 06thSeptember 2019 14th November 2019 and 21st January 2020respectively. The gap between two consecutive meetings was not more than one hundred andtwenty days as provided in section 173 of the Companies Act 2013.

COMMITTEES OF THE BOARD

Presently the Board has three Committee the details of which are given below:

 

Audit Committee

The Board of Directors had constituted an Audit Committee in compliance with theprovisions of Section 177 of the Companies Act 2013. 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 two AuditCommittee Meetings were held on 29th May 2019 and 14th November2019 respectively.

 

Nomination and Remuneration Committee

The Board of Directors had constituted Nomination and Remuneration Committee incompliance with the provisions of Section 178 of the Companies Act 2013. This Committeeidentifies the persons who are qualified to become Directors of the Company/who may beappointed in Senior Management in accordance with the criteria laid down recommend to theBoard their appointment and removal and also carries out evaluation of every director'sperformance.

During the year the Nomination and Remuneration Committee have met one time on 31stJanuary 2020.

In terms of Section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company constituted a Corporate Social Responsibility (CSR) Committee.The Committee has identified the area for spending the CSR amount and will spend theamount shortly.

During the year under review the Committee had met one time on 31stJanuary 2020.

ANNUAL EVALUATION BY THE BOARD

Pursuant to the provision of Companies Act 2013 Rules made thereunder and as perpolicy of the Company separate meeting of independent directors was held to evaluate theperformance of non-independent directors performance of the board as a whole taking intoaccount the views of executive directors and non-executive directors.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated. Evaluation of the performance of the board itscommittees and individual directors has been carried out after taking into considerationattendance contribution remuneration and other criteria as recommended and reviewed bythe Nomination and Remuneration Committee of the Company.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It aims toprovide an avenue for employees through this policy to raise their concerns on anyviolation of legal or regulatory requirements suspicious fraud misfeasancemisrepresentation of any financial statements and reports. It also provides for directaccess to the Chairman of the Audit Committee.The Whistle Blower Policy is available onthe Company's website www.kritikawires.com.

REMUNERATION POLICY

Pursuant to provisions of Section 178(3) of the Companies Act 2013 the Board hasframed a policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors. The Remuneration Policy has been uploaded on theCompany's website www.kritikawires.com.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) read with 134(5) of the CompaniesAct 2013 your Directors 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 JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company as on 31stMarch 2020.

DEPOSITS

The Company has not accepted any deposit form the public during the year under reviewas covered the provisions of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has its internal financial control systems commensurate with the size andcomplexity of its operations to ensure proper recording of financials and monitoring ofoperational effectiveness and compliance of various regulatory and statutory requirements.

The management regularly monitors the safeguarding of its assets prevention anddetection of frauds and errors accuracy and completeness of the accounting recordsincluding timely preparation of reliable financial information.

AUDITORSAND AUDITORS REPORT

Statutory Auditor

At the 15th Annual General Meeting of the Company held on 30thSeptember2019 M/s. G. P. Agrawal & Co. Chartered Accountants had been appointed as statutoryauditors of the Company for a term of 5 years from the Financial Year 2019-2020 onwards.

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.

 

Internal auditor

M/s. P. Khetan& Company Chartered Accountants were appointed as the InternalAuditor of the Company for the Financial Year 2019-20.However they have placed theirresignation before the Company and to fill the vacancy the Company had appointed M/s. M.Kumar Jain & Co. Chartered Accountants as the Internal Auditor of the Company forthe Financial Year 2020-2021.

 

Cost Auditor

The Company is maintaining the cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013.

Further your Board has appointed M/s. Sohanlal Jalan and Associates Cost Accountantsas Cost Auditors of the Company for conducting cost audit for the financial year 2020-21.Accordingly a resolution seeking approval of the members for ratifying the remunerationpayable to Cost Auditors for financial year 2020-21 is provided in the notice to theensuing Annual General Meeting.

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 auditors intheir reports.

CORPORATE GOVERNANCE

The Company being listed on the SME Platform of National Stock Exchange of IndiaLimited is exempted from provisions of Corporate Governance as per Regulation 15 of theSEBI (LODR) Regulations 2015. Hence no corporate governance report is required to bedisclosed with Annual Report. It is pertinent to mention that the Company follows majorityof the provisions of the corporate governance voluntarily as a part of good CorporateGovernance.

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

There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

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

The Company has always been committed to provide a safe and conducive work environmentto its employees. The Company in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Further the Company has constituted an Internal ComplaintsCommittee for redressing the complaints against sexual harassment. There was no complaintreceived during the year.

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-II" tothis Report.

OTHER DISCLOSURE REQUIREMENTS

a) 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.

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

c) 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.

d) There was no change in the nature of business 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 this Annual Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their thanks tovarious departments ofthe Central and State GovernmentBankers Customers and Shareholders for theircontinuedsupport.The Directors further wish to place on record the appreciationfor thededicated efforts put in by the employees of theCompany at all levels.

For and on behalf of the Board
Kiritka Wires Limited
s/d s/d
Hanuman Prasad Agarwal Naresh Kumar Agarwal
Managing Director Chairman
(DIN: 00654218) (DIN: 01020334)
Place: Kolkata
Date: 04th September 2020

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