Kriti Industries 2019 PDF
Kriti Industries 2019 PDF
Kriti Industries 2019 PDF
THE BUSINESS
Enhancing capacity. Broadening portfolio. Widening footprint.
Contents
02 04
The exciting How the
world of Kriti Company
Industries (India) has grown its
Limited performance
08 12
Chairman and Governance
Managing and Kriti
Director’s Industries
strategic
overview
14 16
How we have Our business
transformed our model
business over
the years
20 25
Management Statutory
discussion and section
analysis
66
Financial
section
Broadbasing
the business
At Kriti Industries (India) Limited,
we are at an exciting inflection point.
During 2018-19, the Company engaged in three
decisive initiatives - enhanced its manufacturing
capacity, broadened its product portfolio and
widened its geographic footprint – to accelerate
its multi-year growth journey.
Just when India seeks to make its biggest ever
investment in water security, Kriti Industries
is broadbasing its business, seeding new
revenue streams and spreading risks wider with
the singular objective to enhance business
sustainability.
Strengthening the conviction that we are in the
right business in the right place at the right time.
The
exciting
world
of Kriti
Industries
(India)
Limited
At Kriti Industries,
we believe that by
investing decisively
in our future, the
Company has
entered a new
phase in its growth
journey.
Overview with the Company’s objective to keep The other sectoral game-changer has
growing across market cycles. I am happy been the introduction of the Goods &
I am pleased to present the performance
to communicate that by continuing Services Tax in 2017. For a number of
of Kriti Industries (India) Limited for 2018-
to make selective investments, we are years, organised players in the country’s
19.
in a stronger position to sustain our polymer processing sector operated at
Even as the year under review proved momentum, which should reflect in a disadvantage related to tax treatment.
challenging on account of a slowdown improved performance from 2019-20 Most unorganised players in the sector
from the second half of 2018-19, the onwards. operated outside the tax system while
Company reported growth that was organised players incurred a higher
considerably higher than the percentage Sectoral landscape compliance cost.
growth of the PVC pipes sector in At Kriti Industries, we believe that a Following the introduction of the GST,
India and growth of the overall Indian company’s performance is largely the tax disadvantage that organised
economy. influenced by the sectoral landscape. players had long suffered from declined,
The Company’s principal business- I am pleased to communicate that enhancing their competitiveness. This
strengthening initiative was its extension our sectoral context has become transition is reflected in the growth
into new markets. This represented the progressively stronger in the last few of the organised polymer processing
most decisive such initiative in years years. sector, which grew 16%, following GST
and provides the Company with a wider introduction.
platform to build sustainable growth. There is a greater recognition that a
change in global climatic patterns has This sectoral inflection point provides
The business development costs enhanced monsoonal erraticity. The long-term players with an incentive
incurred by the Company were charged Indian monsoon has been affected by to invest wider and deeper in their
to the Profit & Loss Account in 2018-19, a variation in the rainfall quantum and businesses, strengthening their
moderating margins and profitability but timing across regions. This phenomenon sustainability.
whose benefits will become progressively has increased the premium on water
visible. transfer from regions of high precipitation Broadbasing the business
The result is that the Company reported and high water storage to deficient At Kriti Industries, we addressed
a 27.70% growth in revenues and a regions. this sectoral inflection point with a
28.29% decline in Profit after Tax during corresponding speed and seriousness.
This recognition has translated into
the year under review. What made the a decisive priority related to water Our seriousness comprised a strategic
performance creditable is that despite resource management. These policies ‘broadbasing’ that will achieve two things
the prevailing economic challenges, the have been directed at adequate water – seed the business with new initiatives
Company selected to make significant storage, timely water transmission and that provide additional revenue engines
investments in strengthening its business responsible water use, each of which and widen the Company’s risk profile
for the foreseeable future. warrants a large use of polymer extruded across a larger number of variables.
This proactive investment was in line products. This broadbasing is aligned with our
governance commitment directed at Pradesh, Rajasthan, UP and Haryana of fluid transportation. The Company
enhancing business sustainability and to multiple contiguous states. This intends to manufacture extruded
stakeholder value. represented a significant development, products for application in the large
coming as it did after 35 years of focus natural and rapidly growing gas and
During the year under review, we
principally on two Indian states. The telecom sectors.
broadbased our Company through
organisation has matured to a point –
a three-pronged initiative: timely India is likely to invest H1.1 trillion
scale, brand, bandwidth, distribution
investments in infrastructure, product [Source : PM Ujjwala Yojana] to build a
and Balance Sheet – where a wider
portfolio and geographic presence. pan-country gas distribution network;
geographic footprint will accelerate
The integrated complement of these the Company will manufacture pipes
profitability and competitiveness.
initiatives will make it possible for us to of a larger diameter for this application.
This extension will also transform the
process a larger quantity, manufacture a Besides, India’s digitalisation focus
Company from a regional brand into a
wider product range and market across is expected to create US$435 billion
multi-zonal organisation and a pan-India
a larger footprint. We believe that these opportunity for optic fibres by 2025,
presence in the foreseeable future.
initiatives will accelerate our growth, which the Company intends to address
strengthen revenue quality and enhance with a customised product range.
Prudent funding
our brand.
The Company made a sizable investment The Company’s water transmission
Manufacturing capacity: During the year in fixed assets and intangibles, products provide the foundation on
under review, the Company broadbased broadbasing its business during the which to broadbase synergically into
its manufacturing capacity through a year under review. The Company different sectors, strengthening business
brownfield expansion. The Company strengthened its distribution network sustainability.
targets to augment its infrastructure to in newly-entered markets, creating a
process polymers in excess of 100,000 TPA platform for long-term growth. Stakeholder value
at its Pithampur manufacturing facility. At Kriti Industries, we believe that by
Since the business development
Product portfolio: The Company’s investing decisively in our future, the
expenses in this regard were expensed
portfolio broadbasing comprised the Company has entered a new phase in its
from the Profit & Loss Account of 2018-19,
addition of synergic and value-added growth journey. The Company resisted
the performance for the year represented
products. This addition has strengthened the temptation to maximise profits for
a conservative view of the Company’s
our brand recall as a one-stop solution the short-term but reinforced long-term
business health.
provider offering a range of products, prospects, which should translate into
enhanced value for all those associated
increasing our ability to address a larger Reinventing our personality
share of the customer’s wallet. with the Company.
At Kriti Industries, we believe the time
Geographic footprint: The Company’s has come to broadbase our personality
geographic broadbasing extended from beyond water transportation applications Shiv Singh Mehta
a longstanding presence in Madhya towards the more holistic platform Chairman & Managing Director
‘Expert ka ‘Peace
‘Bharosa’ ‘Superior’ ‘Best’
vishwaas’ of mind’
Loyal
Cost Conservative High referral
distribution
leadership Balance Sheet value
partners
At Kriti, we invest in every initiative keeping the long-term in mind, the basis of our approach towards
governance. This has been influenced by our investments in brands, people, technology, locations,
Think products and selection of trade partners. Inevitably, these investments have translated into the highest
long-term standards of technology, integrity and competencies, which represent the basis of our business
sustainability.
At Kriti, we are principally a fluid transmission products company that manufactures PVC/HDPE
Singular pipe and fittings. This insight into extrusion is now being leveraged to manufacture pipes of larger
focus diameters and diverse downstream applications (telecom / gas). This singular focus has deepened
excellence, attracted specialists, enriched knowledge, strengthened research and enhanced scale.
At Kriti, we believe in growth consistency, marked by incremental investments derived from our
accruals that do not stretch our Balance Sheet or our management bandwidth. This makes it possible
Steady to report consistently controlled and relatively de-risked growth as opposed to one-off spikes.
growth The result is that this business model generates steady growth year-on-year, enhancing business
predictability.
At Kriti, we believe in doing things the right way in addition to doing the right things. The focus
on the former is the result of an integrity-first approach that enhances strategic predictability and
Doing things consistency for all stakeholders. The result is that we have attracted like-minded partners resulting in
the right way long-term engagement. This focus on the intensive (as opposed to the extensive) has catalysed our
mindset.
At Kriti, we believe we are in business to enhance a sense of trust – with our customers through
superior products, with employees through the assurance of stable career growth, with vendors
Trust through an emphasis on the use of the highest product quality standards and with communities
through the use of responsible practices and supportive engagement.
At Kriti, we employ a business approach that can be described as a balance of conservatism and
measured aggression. The result is a de-risked approach, focus on short-term payback, priority to
maximise cash flows, ongoing reinvestment and adequate buffers that protect our profitability across
Balanced market cycles. This is best reflected in an attractively low gearing and the ability to fund a sizable part
approach of expansions through accruals. We believe that large debt on our books could influence our strategic
thinking away from the values we have cherished – of remaining a focused quality- and knowledge-
driven player in addition to protecting Balance Sheet integrity.
At Kriti, we believe that an overarching culture of excellence is derived from the components of
Culture of excellence across the organisation. The result of this commitment is that no improvement initiative
excellence is considered too small as we believe that every good thing is connected to another, which, in turn,
strengthens mindsets and competitiveness.
At Kriti, we address a market that is annually growing in modest single-digits. To expand aggressively
in this market implies that we would need to price below established players that could disturb market
Expand stability or nurse large unutilised capacity until a time that market growth caught up with our installed
incrementally base. We believe that steady growth is the safest response: makes it possible to address expenditure
through accruals, does not compel us to disturb market pricing and does not stretch our managerial
bandwidth in a business marked by a premium on the availability of specialised professionals.
At Kriti, we believe that it is not enough to be profitable only for the moment but to be sustainable
Continuous across all market-cycles. This sustainability is largely influenced by a culture of austerity coupled with an
cost obsessive commitment to moderate costs or eliminate waste at all levels. Over the years, we have made
management prudent investments in this direction, making it possible to enhance manufacturing efficiency (reflected
in optimal input-output ratios), and seek superior processes that conserve time and material use.
At Kriti, In a business that has been promoted by entrepreneurs, we believe that growth can be best
derived when the promoter charts out a strategic direction and monitors periodic progress while
Process- delegating day-to-day management to professionals. The Company invested in processes and systems
driven that enhanced decision-making predictability within enunciated guidelines. This predictability has
been reinforced through a progressive investment in information technology tools and support.
Broad-basing portfolio
WE FOCUSED ON
A WIDE RANGE
OF PRODUCTS We established We widened We strengthened
a brand around our recall across our positioning as a
product a range of one-stop solutions
dependability products provider
Widening presence
WE FOCUSED
ON REGIONAL
MARKETS Our brand was We entered This is a
strong enough new markets in precursor to
(MADHYA to extend to 2018-19 (multi- emerging as a
PRADESH AND other States zonal presence) pan-India brand
RAJASTHAN)
Moderating debt
THE COMPANY
INVESTED
ACCRUALS The Company Nearly 43% of
Gearing was
invested H56.63 this investment
IN BUSINESS crore in three was derived
0.35 at the close
GROWTH of 2018-19
years from accruals
600 75 84 70 120
Million, people facing %, Indian households %, Rural Indian %, India’s water that is Rank, India in the
high-to-extreme water without residential households without contaminated Water Quality Index
stress drinking water piped water access out of 122 countries
60 50 ~ 20-30 42
%, Indian States (15 of %, proportion of %, of India’s agri % of India’s land area
24) classified as ‘low’ India’s population in output coming from facing drought
performers States classified as ‘low States classified as ‘low
performers’ on the performers’
Water Index
Strategic
National relevance Location Broadbasing
We grew our business in national priority The Company is present in Madhya We believe that any-market
areas likely to attract government policies Pradesh where 70% of the state’s competitiveness is derived from business
and consumer traction. In view of this, population depends on agriculture. broadbasing. The Company broadbased
our polymer extrusion business addresses its manufacturing infrastructure through
increasingly relevant downstream New markets capacity addition, widened its products
interventions (water transmission, gas The Company has extended to new portfolio, expanded its geographic
transportation and optic fibre ducts). markets with a low consumption season footprint and intends to widen its
overlap (extending the peak season presence across downstream sectors
offtake period) (beyond water transmission).
Intangibles
Trust other attributes. A high level of practiced under-performance (leak or break) can
The Company’s product quality has integrity has helped the Company create affect soil quality through the farms it
been validated across more than two a robust eco-system. passes under.
generations for endurance, visibility and
service. The Kriti brand stands for long- Brand Holistic
term dependability in the markets of its The Company generates about 69% Kriti Industries has graduated from a
presence. revenues from trade partners who retail water transmission products company to
to consumers. The Company’s Kasta a fluid transportation products company.
Integrity brand generates a consumer pull without The extrusion of polymer products is
At Kriti Industries, governance has been any price discount. The brand stands for being adapted to other areas (gas and
marked by a commitment to trust, ethics, positive attributes (‘Expert ka vishwaas’, optic fibre cables).
transparency, partnership, team-working, ‘bharosa’, ‘superior’, ‘best’ and ‘peace
dependability and sustainability, among of mind’). This recall is critical; any pipe
Infrastructure
State-of-the art Phased investment Logistical competitiveness
The Company consciously invested in The Company grew the business in The Company is engaged in the
state-of-the-art manufacturing facilities phases –adequate for the expansion manufacture of a hollow product,
- a higher one-time investment in to be funded largely from accruals and making it imperative to market as close
exchange for a sustainable advantage moderate debt. to the plant as possible, moderating
(productivity, quality and efficiency). transportation costs.
Market Presence
Pan-India Project Management Office Contiguous growth
The Company was a regional player with This team of specialists focuses on on- The Company believes in incremental
a presence in a handful of Indian states ground programmes to drive quarter-on- geographic expansion: from one district
across 35 years. In the last few years, the quarter growth in new markets. to the contiguous other, leveraging
Company widened its presence across economies of brand spending,
multiple contiguous States with the long- Penetration distribution presence and managerial
term objective of emerging as a pan-India The Company is directly present through bandwidth.
brand. trade partners right down to tehsil levels
(as opposed to taluka levels for most). Value-added
Micro focus The Company is a value-added player
The Company has treated each district Market share in a commoditised space. The Company
as a unique market, helping map the The Company is the market leader right manufactured products addressing the
growing needs of individual farmers. down to the taluka level across Madhya highest quality standard and generating
Pradesh (65%) and Rajasthan (45%). a premium.
Finance
Financial conservatism business through accruals, paying down Competitiveness
The Company believes in any-market long-term debt and moderating its The Company’s cost leadership is
competitiveness derived from a receivables. validated through robust competitiveness
conservative Balance Sheet. The across market cycles, geographies and
Company invested in building its user segments.
Benefit Transfer initiative re-engineered to have transferred >H314,465 crore and FY2019-20 than in the previous year on
the cash disbursement process in welfare the gains to have accrued since scheme account of the lingering sluggishness in
schemes through simpler and faster implementation estimated at more than consumer sentiment. (Source: CSO, Fitch,
flow of information/funds to ensure H120,000 crore. Economic Times, Business Standard, IBEF,
accurate targeting of beneficiaries, de- Business Today, India Today)
duplication and reduction of fraud. In Outlook
2018-19 alone, this scheme is estimated India is expected to grow slower in
Pradhan Mantri Awas Smart City Mission AMRUT Pradhan Mantri Gram
Yojana Government investment: Government investment: Sinchai Yojana
Government investment: H2.05 lakh crore H7,300 crore Government investment:
H26,405 crore in 2018 H50,000 crore
Applications Products
Agriculture RPVC pipe and fittings, casing pipe, PE coils, sprinkler systems, submersible pipe, suction and garden pipe.
Building products SWR and drainage pipe and fittings, CPVC and plumb pipe and fittings, garden pipe and water tank.
Micro irrigation Micro-irrigation lateral (inline and online), sprinkler systems, RPVC pipes and fittings.
Infrastructure & RPVC ring fit pipe (elastomeric) and fittings, HDPE and MDPE (PE) Pipes and Fittings, PLB telecom duct and
Datacom micro-ducts.
Risk management
Mitigation: Over the last few years, Mitigation: The government is Mitigation: The Company (in
India has been consistently reporting focusing on infrastructure creation, operation since 1982) is respected
a GDP of around 7%, making it evolving from a consumption-driven for being a product ‘supermarket’ in
the world’s fastest growing major economy to an infrastructure-driven its business space. This position has
economy. However, in the event one. In the Union Budget 2019-20, been achieved through a widening
of an economic slowdown, there the government allocated H4.56 lakh portfolio of products addressing
is a possibility that spending on crore for infrastructure creation. The diverse needs (across sizes, segment
agriculture and water security could government’s flagship Housing for All and applications). The Company’s
be insulated, protecting prospects programme is expected to catalyse portfolio comprises a large range of
for PVC pipe manufacturers like Kriti the demand for PVC pipes; the products addressing applications
Industries. The year under review government’s increased spending on across diverse downstream sectors.
is indicative; even as the Indian the agriculture sector is expected to
economy slowed, especially in the strengthen offtake.
second half, Kriti Industries reported
31% revenue growth.
Subsidary company
Kriti Auto & Engineering Plastics Private H18.64 crore (previous year H19.30 crore) the year. The diversifying product basket
Limited, a wholly-owned subsidiary of the and incurred a net loss after tax of H0.61 is expected to generate a cash surplus
Company, achieved a gross turnover of crore (previous year H0.03 crore) during during the current financial year.
Information technology
SAP HANA was implemented successfully line with overall growth objective and CRM, HRM, Sales Force Mobility for
and helping in business analytics and strengthening of infrastructure base, leveraging its business values. Through
efficiency. Your Company views these the Company continues to invest in the implementation of these softwares
investments as a strategic tool to Information Technology (IT) viz. SAP the Company has improved its efficiency.
enhance its operational efficiencies. In Enterprising Resource Planning System,
Cautionary statement
The statements in the ‘Management for growth, product development, from those projected in such forward-
Discussion & Analysis’ section market positioning, expenditures and looking statements. The Company
describing the Company’s objectives, financial results, are based on certain assumes no responsibility to publicly
projections, estimates and prediction assumptions and expectations of future amend, modify or revise any forward-
may be considered as forward looking events. The Company cannot guarantee looking statement on the basis of any
statements. All statements that address that these assumptions and expectations subsequent developments, information
expectations or projections about the are accurate or will be realised. The or events.
future, including but not limited to Company’s actual results, performance or
statements about the Company’s strategy achievement may thus differ materially
“RESOLVED THAT pursuant to the provisions of Section 148 “RESOLVED FURTHER THAT the Board of Directors of the
and all other applicable provisions of the Companies Act, 2013 Company be and is hereby authorised to do all acts and take
read with the Companies (Audit and Auditors) Rules, 2014 all such steps as may be necessary, proper or expedient to
(including any statutory modification(s) or reenactment(s) give effect to this resolution.
thereof, for the time being in force), the members of the
Company be and hereby ratify the payment of remuneration
of H30,000/-, plus applicable taxes and reimbursement of
Date: 16th May, 2019 By order of the Board,
out of pocket expenses at actuals to Mr. S.P.S Dangi, Cost
Accountant, Indore (Registration No. 100004) appointed by Registered Office:
the Board of Directors of Company on the recommendation Regd. Office: Mehta Chamber, 34 Siyaganj, Preeti Sharma
of the Audit Committee of the Board, as Cost Auditors to Indore-452007 Company Secretary
NOTES:
1. The Explanatory Statement pursuant to Section 102 of the Company will remain closed from 08th August, 2019 to 14th
Companies Act, 2013, which sets out details relating to August, 2019 (both days inclusive) for the Annual General
special business at the meeting is annexed and forms part of Meeting.
the Notice.
7. Relevant documents referred to in the accompanying Notice
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE and the Statements are open for inspection by the Members
MEETING IS ENTITILED TO APPOINT A PROXY/IES TO at the Registered Office of the Company on all working days,
ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF. THE except Saturdays, during business hours up to the date of the
PROXY NEED NOT BE A MEMBER OF THE COMPANY. A Meeting.
BLANK FORM OF PROXY IS ATTACHED HEREWITH AND, IF
8. Members desirous of obtaining any information concerning
INTENDED TO BE USED, IT SHOULD BE RETURNED DULY
Accounts and Operations of the Company are requested to
COMPLETED AND SIGNED AT THE REGISTERED OFFICE OF
address their questions in writing to the Company at least 7
THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE
days before the date of the Meeting so that the information
SCHEDULED TIME OF THE COMMENCEMMENT OF 29TH
required may be made available at the Meeting.
ANNUAL GENERAL MEETING.
9. Electronic copy of the Annual Report 2018-19 is being sent
3. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT
to the members whose email Ids are registered with the
EXCEEDING 50 IN NUMBERS AND HOLDING IN AGGREGATING
Company/Depository Participant(s) for communication
NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE
purpose unless any member has requested for a physical
COMPANY CARRYING VOTING RIGHTS. HOWEVER, A MEMBER
copy of the same.
HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL
OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT 10. The Members are requested to:
A SINGLE PERSON AS A PROXY AND SUCH PERSON SHALL a) Intimate changes, if any, in their registered addresses
NOT ACT AS A PROXY FOR ANY OTHER PERSON OR MEMBER. immediately.
4. Corporate Members are requested to send Board resolution b) Quote their ledger folio number in all their
duly certified, authorizing their representative to attend and correspondence.
vote on their behalf at the AGM. c) Hand over the enclosed attendance slip, duly signed
in accordance with their specimen registered with the
5. Pursuant to SEBI (Listing Obligations and Disclosure
Company for admission to the meeting place.
Requirements) Regulations, 2015, particulars of Directors
seeking appointment / re-appointment/continuance of d) Bring their Attendance Slips with them at the EGM
appointment at this meeting are annexed hereto. venue.
6. Register of Members and Share Transfer Books of the 11. Members are requested to notify immediately any change
The Company shall provide facility for voting through polling (vii) If you are a first time user follow the steps given below:
paper which shall be available at the meeting and members For Members holding shares in Demat Form
attending the meeting who have not already casted their and Physical Form
vote by remote e-voting shall be able to exercise their right to PAN Enter your 10 digit alpha-numeric PAN issued
vote at the meeting. by Income Tax Department (Applicable for
both demat shareholders as well as physical
The Members who have casted their vote by remote e-voting
shareholders)
prior to the meeting may also attend the meeting but shall
• Members who have not updated their PAN
not be entitled to cast their vote again.
with the Company/Depository Participant
The cut-off date for the purpose of voting (including remote are requested to use the first two letters of
e-voting) is 7th August, 2019 (Wednesday). their name and the 8 digits of the sequence
number in the PAN field.
The remote e-voting facility will be available during the
• In case the sequence number is less than
flowing period after which the portal shall forthwith be 8 digits enter the applicable number of
blocked and shall not be available:- 0’s before the number after the first two
Commencement of remote 11th August, 2019 (Sunday) characters of the name in CAPITAL letters. Eg.
e-voting If your name is Ramesh Kumar with sequence
number 1 then enter RA00000001 in the PAN
End of remote e-voting 13th August, 2019 (Tuesday)
field.
Once the vote on a resolution is casted by the member, the Dividend Enter the Dividend Bank Details or Date of Birth
member shall not be allowed to change it subsequently. Bank Details (in dd/mm/yyyy format) as recorded in your
demat account or in the Company records in
Members are requested to carefully read the below OR Date of
order to login.
mentioned instructions for remote e-voting before casting Birth (DOB)
• If both the details are not recorded with the
their vote.
depository or company please enter the
(i) The voting period begins on 11th August, 2019 (Sunday) member id / folio number in the Dividend
and ends on 13th August, 2019 (Tuesday). During this Bank details field as mentioned in instruction
(iv).
period shareholders’ of the Company, holding shares
either in physical form or in dematerialized form, as (viii) After entering these details appropriately, click on
on the cut-off date (record date) may cast their vote “SUBMIT” tab.
(xvii) If a demat account holder has forgotten the changed 15. Any person, who acquires shares of the Company and
login password then Enter the User ID and the image become member of the Company after dispatch of the
verification code and click on Forgot Password & enter notice and holding shares as on the cut-off date i.e. 07th
the details as prompted by the system. August,2019 (Wednesday)., may obtain the login ID and
password by sending a request at evoting@nsdl.co.in or RTA.
(xviii) Shareholders can also cast their vote using CDSL’s
mobile app m-Voting available for android based 16. A member may participate in the AGM even after exercising
mobiles. The m-Voting app can be downloaded from his right to vote through remote e-voting but shall not be
Google Play Store. Apple and Windows phone users allowed to vote again at the AGM.
can download the app from the App Store and the 17. A person, whose name is recorded in the register of members
Windows Phone Store respectively. Please follow the or in the register of beneficial owners maintained by the
1 Reasons for loss or inadequate profit The Company reported a profit in the current year, and has been consistently earning
profits since inception, and has a strong net worth and effective capital.
2 Steps taken/ proposed to be taken for Your approval is sought by special resolution as stipulated under Part II Section II Para
improvement (A) of Schedule V to the Companies Act, 2013.
3 Expected Increase in productivity and
profits in measurable terms
IV. Disclosures:
The Remuneration details are given in the proposed resolution and Corporate Governance Report.
1 Reasons for loss or inadequate profit The Company reported a profit in the current year, and has been consistently earning
profits since inception, and has a strong net worth and effective capital.
2 Steps taken/ proposed to be taken for Your approval is sought by special resolution as stipulated under Part II Section II Para
improvement (A) of Schedule V to the Companies Act, 2013.
3 Expected Increase in productivity and
profits in measurable terms
IV. Disclosures:
The Remuneration details are given in the proposed resolution and Corporate Governance Report.
Item No. 6 & 7: The aforesaid directors may be deemed to be interested in the
CA Manoj Fadnis (DIN 01087055) and Shri Rakesh Kalra (DIN resolution to the extent of the fee for attending the meetings
00780354) were appointed as the Independent Directors of the as may be payable and their shareholding interest, if any, in the
Company to holds office as Independent Director up to 31st Company. Save and except the above, none of the other Directors/
March, 2019 (“first term”). Key Managerial Personnel of the Company / their relatives are, in
any way, concerned or interested, financially or otherwise, in the
The Nomination and Remuneration Committee of the Board of
resolution.
Directors, on the basis of the report of performance evaluation,
has recommended for their re-appointment as the Independent Your directors recommend to pass resolutions as set out in the
Directors for a second term of 5 (five) consecutive years on the Item No. 6 to 7 by way of special resolution.
Board of the Company.
Item No. 8:
The Board, based on the performance evaluation and as per
Members are hereby informed that on the recommendation
the recommendation of the Nomination and Remuneration
of the Audit Committee, Board of Directors of your Company
Committee, considers that, given his background and experience
re-appointed Mr. S.P.S. Dangi, Cost Accountant, Indore as Cost
and contributions made by him during their tenure, the continued
Auditors of the Company for the year 2019-20 on the remuneration
association would be beneficial to the Company and it is desirable
of H30,000/-, plus applicable taxes and reimbursement of out of
to continue to avail their services as an Independent Directors.
pocket expenses at actual.
Accordingly, it is proposed to re-appoint them as Independent
Consent Cum Declaration issued by the above Auditor regarding
Directors of the Company, not liable to retire by rotation, for a
his consent and eligibility for appointment as Cost Auditor will be
second term of 5 (five) consecutive years w.e.f. 1st April, 2019 on
available for inspection of the Members at the Registered Office
the Board of the Company.
of the Company on all working days, except Saturdays, during
All the aforesaid independent directors proposed for re- business hours up to the date of the Meeting.
appointment are not disqualified as a Director in terms of Section
As per Section 148 (3) read with Rule 14 of Companies (Audit
164 of the Act and other applicable laws and has given their
and Auditors) Rules 2014, the remuneration payable to the Cost
consent to act as a Director. The Company has also received
Auditors is to be ratified by the Shareholders in General Meeting.
declaration from them that they meet the criteria of independence
Thus, the Members approval is solicited for the resolution set out
as prescribed both under Section 149(6) of the Act and under the
in Item No. 8 of the Notice by way of an Ordinary Resolution.
SEBI (LODR) Regulations, 2015. In the opinion of the Board, these
directors fulfils the conditions for appointment as an Independent None of the Directors / Key Managerial personnel/ their relatives is
Director as specified in the Companies Act, 2013 and the SEBI interested in the above resolution.
(LODR) Regulation, 2015.
They shall be paid remuneration by way of fee for attending Date: 16th May, 2019 By order of the Board,
meetings of the Board. Copy of draft letter of appointment of
Registered Office:
them setting out the terms and conditions of appointment is
Regd. Office: Mehta Chamber, 34 Siyaganj, Preeti Sharma
available for inspection by the members at the registered office
Indore-452007 Company Secretary
of the Company.
Name of the Directors Mrs. Purnima Mehta Mr. Saurabh Singh Mehta Mr. Rakesh Kalra CA Manoj Fadnis
DIN 00023632 00023591 01087055 00780354
Date of Birth 25.05.1960 29.07.1981
Designation Whole Time Director Director Independent Director Independent Director
Date of Appointment 01.10.1999 07.02.2018 24.06.2006 24.06.2006
Qualification B.A. (Hons), PGDBM B.E., M.B.A. B.E. FCA
Expertise in specific area Accounts, Purchase, HR Administration, Mechanical Company Law,
and Administration Marketing and IT Engineering/ Business Taxation and
Strategy/Leadership Accounting
Training
List of Outside Sakam Trading Private Sakam Trading Private Kriti Nutrients Ltd., Kriti Nutrients Ltd.,
Directorship held Limited, Limited, Jamna Auto Industries Kriti Auto and
Kriti Nutrients Ltd., Kriti Nutrients Ltd., Limited, Engineering Plastics
Kriti Specialities Private Kriti Auto and Minda Stoneridge Private Limited,
Limited Engineering Plastics Instruments Limited, Yes Securities (India)
Private Limited Minda Automotive Limited,
Solutions Limited, Yes Asset Management
Automotive Axles (India) Limited
Limited Confederation of Asia
Pacific Accountants
Hong Kong (Co limited
by gurantee- nominated
by ICAI)
Chairman / Member of Chairman:- Chairman:- Chairman:- Chairman:-
the Committees of the Nil Nil 1. Audit Committee Nil
Board of Directors of the Member:- Member:- 2. Nomination and Member:-
Company 1. Audit Committee 1. Stakeholder Remuneration 1. Audit Committee
2. Stakeholder Relationship Committee 2. Nomination and
Relationship Committee 3. Independent Remuneration
Committee Directors Committee Committee
3. Corporate Social Member:- 3. Corporate Social
Responsibility 1. Stakeholder Responsibility
Relationship 4. Independent
Committee Directors Committee
5. Financial Committee
Your Directors are pleased to present their 29th Annual Report on the operations of the Company 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 as follows: (H in lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 56901.57 44424.55 58765.93 46354.96
Other Income 212.12 300.04 214.80 300.71
Total Revenue 57113.69 44724.59 58980.73 46655.67
Operating Expenses 53993.39 41500.08 55840.32 43373.76
EBIDTA 3120.30 3224.51 3140.41 3281.91
Finance Cost 1477.20 1252.94 1517.16 1301.85
Depreciation 596.29 561.83 624.63 590.90
Profit/ (Loss) before Tax 1046.81 1409.74 998.62 1389.16
Tax Expenses 385.31 487.28 397.95 469.75
Profit/ (Loss) after Tax 661.50 922.46 600.67 919.41
13. Conservation of Energy, Technology Absorption, b) That the Directors have selected such accounting
Foreign Exchange Earnings & Outgo policies and applied them consistently and have made
The information on conservation of energy, technology judgment and estimates that are reasonable and
absorption and foreign exchange earnings and outgo prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year
stipulated under Section 134(3)(m) of the Companies Act,
ended 31st March, 2019 and of the statement of profit
2013 read with Rule 8 of The Companies (Accounts) Rules,
and loss of the Company for that period;
2014, is attached as Annexure E and forms part of this report.
24. Sexual Harassment of Women at the Workplace g) The cost records as specified by the Central Government
(Prevention, Prohibition & Redressal) Act, 2013: under sub-section (1) of section 148 of the Companies
The Company has complied with provisions relating to the Act, 2013, is required to be maintained by the Company
constitution of Internal Complaints Committee under the and accordingly such accounts and records are made and
Sexual Harassment of Women at Workplace (Prevention, maintained.
Prohibition and Redressal) Act, 2013. Internal Complaints h) There have been no material changes and commitments
Committee (ICC) has been set up to redress complaints affecting the financial position of the Company which have
received regarding sexual harassment. All employees occurred between financial year ended on 31st March, 2019,
(permanent, contractual, temporary, trainees) are covered to which the financial statements relate and the date of this
under this policy. The following is a summary of sexual report.
harassment complaints received and disposed of during the
year: 26. Acknowledgement
Your Directors place on record, their sincere appreciation and
Sr. Particulars No. of gratitude for all the co-operation extended by Government
No. Complaints Agencies, Bankers, Financial Institutions, Business Associates
1. Number of complaints pending at the - and Shareholders. The Directors also record their appreciation
beginning of the year for the dedicated services rendered by all the Executive Staff
2. Number of complaints received during - and Workers of the Company at all levels in all units and for
the year their valuable contribution in the working of the Company
3. Number of complaints disposed off -
during the year
4. Number of cases pending at the end of -
the year.
For and on behalf of the Board of Directors
25. General
Your Directors state that during the year under review:
Shiv Singh Mehta
a) The Company had no deposits covered under Chapter V of Date: 16th May, 2019 Chairman & Managing Director
the Companies Act, 2013. Place: Indore (DIN: 00023523)
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
Note
1. Approval has been taken for related party transaction
The Policy lays down the guiding principles that shall be 3. Average Net Profit of the Company for last three
applicable to the CSR projects / programme / activities of the financial years: H1549.92 lakhs
Company.
4. Prescribed CSR Expenditure
The Board of Directors approved this Policy, on the basis of (two percent of the average Net Profit of the Company for
the recommendations of the CSR Committee. the last three financial years) : H31.00 lakhs
Objective of the Policy: 5. Details of CSR expenditure for the financial year
a. Lay down the broad guidelines for the Company to 2018-19:
undertake its CSR projects / programme / activities; I. Total amount spent during the financial year : H1.60
b. set up the approach of the Company towards the CSR lakhs
initiatives; II. Amount unspent, if any : H29.40 lakhs
c. define the CSR activities that the Company undertakes III. Manner in which the amount spent during the
to carry out and financial year 2018-19 is detailed below:
Sr. Projects / Sector in Location Amount Outlay Amount Spent Cumulative Amount spent:
No. Activities which the (Budget) Project on the project Expenditure *Direct or through
Project is or Programs or programs upto reporting implementing
covered Wise period agency
District (H in lakhs) (H in lakhs) (H in lakhs) (H in lakhs)
1. Health check- Health Care Indore 1.50 1.50 1.50
up camps
31.00
2. Environment Environmental Indore 0.10 0.10 0.10
day programs Sustainability
6. In case the Company has failed to spend the two 7. Responsibility statement of the CSR Committee that
per cent of the average net profit of the last three the implementation and monitoring of CSR Policy, is
financial years or any part thereof, the Company shall in compliance with CSR objectives and Policy of the
provide the reasons for not spending the amount in Company:
its Board report: The CSR Committee affirms that the implementation and
The Company endeavored to ensure full utilization of the monitoring of CSR Policy is in compliance with the CSR Policy
allocated CSR budget. The CSR activities are scalable with few and Objectives of the Company.
new initiatives that may be considered in future and moving
forward the Company will endeavor to spend the amount on
Date: 16th May, 2019 Shiv Singh Mehta
CSR activities in accordance with the statutory requirements.
Place: Indore Chairman - CSR Committee
3. The percentage increase in the median remuneration of academic background, industry trends, economic situation
employee(s) in the financial year 2018-19: 8% and future growth prospects etc. besides Company’s
performance. There were no exceptional circumstances for
4. The number of permanent employees on the role of the
the increase in managerial remuneration in comparison to
Company as on 31st March, 2019: 561
remuneration of other employees.
5. Average percentile increase already made in the salaries
4. The remuneration paid to the Directors is as per the
of employees other than the managerial personnel in the
Remuneration Policy of the Company.
last financial year and its comparison with the percentile
increase in the managerial remuneration and justification 5. Statement of Particulars of Employees as per Section
thereof and point out if there are any exceptional 197 of The Companies Act, 2013 read with rule 5(2) and
circumstances for increase in the managerial remuneration: (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as amended, and
The increase in remuneration is not solely based on Company’s
forming part of the Directors’ Report for the year ended
performance but also includes various other factors like
31st March, 2018: Not Applicable
individual performance, experience, relevant expertise, skills,
B. Technology Absorption
1) Efforts made towards technology absorption:
1. Visited Plast India held at Gandhinagar to improve
the process using latest technologies.
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY):
1. Category-wise Share Holding:
Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
Shareholder (As on 01.04.2018) (As on 31.03.2019) Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
A. Promoter &
Promoter Group
(1) Indian
a) Individual / HUF 2304847 - 2304847 4.65 2304847 - 2304847 4.65 0.00
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corporate 30312931 - 30312931 61.11 30332466 - 30332466 61.15 0.04
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-Total (A)(1): 32617778 - 32617778 65.76 32637313 - 32637313 65.80 0.04
4. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sl. Name of Shareholders Shareholding at the beginning Shareholding at the end of the
No. of the year (As on 01.04.2018) year (As on 31.03.2019)
No. of Shares % of total No. of Shares % of total
shares of the shares of the
Company Company
1. Mr. Pravin Kumar Kasliwal 1401407 2.83 1401407 2.83
2. Mr. Bhavesh Shah 1197329 2.41 1197329 2.41
3. Investor Education and Protection Fund Authority - - 892414 1.80
4. Mr. Rahul Chandrasingh Mehta 683958 1.38 683958 1.38
5. Chartered Finance and Leasing Limited 747397 1.51 747397 1.51
6. Ms. Jyoti Kasliwal 661737 1.33 661737 1.33
7. Ms. Varsha Bhavesh Shah 445615 0.90 445615 0.90
8. Ms. Sheetal Rahul Mehta 416000 0.84 416000 0.84
9. Mr. Sanjay Kothari 400000 0.81 400000 0.81
10. Ms. Juhi Singhvi 378411 0.76 378411 0.76
Total 6164869 12.43 7057283 14.23
V. INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment (H in lakhs)
Particular Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the financial year (01.04.2018)
i) Principal Amount 5361.18 996.52 - 6357.70
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
TOTAL (i + ii + iii) 5361.18 996.52 6357.70
Change in Indebtedness during the financial year
Addition 821.39 1249.92 - 2071.31
Reduction - - - -
Net Change 821.39 1249.92 - 2071.31
Indebtedness at the end of the financial year (31.03.2019)
i) Principal Amount 6182.57 2246.44 - 8429.01
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
TOTAL (i + ii + iii) 6182.57 2246.44 - 8429.01
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 disclosures received from the Directors of Kriti Industries (India)
Limited, having CIN L25206MP1990PLC005732 and having registered office at Mehta-Chamber34, Siya Ganj, Indore MP-452007
(hereinafter referred to as ‘the Company’), produced before me by the Company 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 to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby
certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2019 have
been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of
India, Ministry of Corporate Affairs or any such other Statutory Authority.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
To
The Members
KRITI INDUSTRIES (INDIA) LIMITED
CIN: L25206MP1990PLC005732
Registered Office: Mehta Chambers,
34-Siyagunj, Indore (M.P.) - 452007
We have conducted the Secretarial Audit of the compliances (v) The following Regulations and Guidelines prescribed under
of applicable statutory provisions and the adherence to the Securities and Exchange Board of India Act, 1992 (‘SEBI
good corporate practices by KRITI INDUSTRIES (INDIA) Act’):-
LIMITED (hereinafter called the Company) having CIN-
a. The Securities and Exchange Board of India (Substantial
L25206MP1990PLC005732. Secretarial Audit was conducted in
Acquisition of Shares and Takeovers) Regulations, 2011;
a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing our b. The Securities and Exchange Board of India (Prohibition
opinion thereon of Insider Trading) Regulations, 1992;
Based on our verification of the books, papers, minute books, forms c. The Securities and Exchange Board of India (Issue of
and returns filed and other records maintained by the Company Capital and Disclosure Requirements) Regulations, 2009;
and also the information provided by the Company,its officers, d. The Securities and Exchange Board of India (Employee
agents, KMPs, Directors and authorized representatives during the Stock Option Scheme and Employee Stock Purchase
conduct of secretarial audit, we hereby report that in our opinion, Scheme) Guidelines, 1999; (Not Applicable to the
the Company has, during the audit period covering the financial Company during the audit period)
year ended on 31st March, 2019, generally complied with the
statutory provisions listed hereunder and also that the Company e. The Securities and Exchange Board of India (Issue and
has proper Board-processes and compliance mechanism in place Listing of Debt Securities) Regulations, 2008; (Not
to the extent, in the manner and subject to reporting made Applicable to the Company during the audit period)
hereinafter. f. The Securities and Exchange Board of India (Registrars
We have examined the books, papers, minute books, forms and to an Issue and Share Transfer Agents) Regulations, 1993
returns filed and other records maintained by KRITI INDUSTRIES regarding the Companies Act and dealing with client;
(INDIA) LIMITED for the financial year ended on 31st March, 2019, g. The Securities and Exchange Board of India (Delisting of
according to the provisions of: Equity Shares) Regulations, 2009; and (Not applicable to
(i) The Companies Act, 2013 (the Act) and the rules made there the Company during the audit period)
under: h. The Securities and Exchange Board of India (Buyback
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and of Securities) Regulations, 1998; (Not applicable to the
the rules made there under; Company during the audit period)
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws (vi) other laws are applicable specifically to the Company are as
framed there under; under:
(iv) Foreign Exchange Management Act, 1999 and the rules (a) The Environment (Protection) Act, 1986;
and regulations made there under to the extent of Foreign (b) The water (Prevention and Control of Pollution) Act,
Direct Investment, Overseas Direct Investment and External 1974;
Commercial Borrowings;
(j) The Employee Provident Fund and Miscellaneous Adequate notice is given to all directors to schedule the Board
Provision Act,1952; Meetings, agenda and detailed notes on agenda were sent
adequately in advance and a system exists for seeking and
(k) The Payment of Bonus Act, 1965;
obtaining further information and clarifications on the agenda
(l) The Payment of Gratuity Act, 1972; items before the meeting and for meaningful participation at the
meeting.
(m) The Income Tax Act, 1961;
Majority decisions are carried through while the dissenting
(n) Contract Labour (Regulation and Abolition) Act, 1970;
members’ views, if any are captured and record as part of the
(o) The Industrial Employment (Standing Orders) Act, 1946; minutes.
(p) The Goods and Service Tax We further report that as per the explanations given to us and
We have also examined compliance with the applicable clause of the representations made by the Management and relied upon
the following: by us there are adequate systems and processes in the Company
commensurate with the size and operations of the Company
1. Secretarial Standard issued by the Institute of Company
to monitor and ensure compliance with applicable laws, rules,
Secretaries of India (ICSI) and applicable mandatorily.
regulations and guidelines.
2. Listing Obligations and Disclosure Requirements Regulations,
We further report that during the audit period there was no
2015 as amended from time to time. (Earlier The Listing
specific events in pursuance of the above referred laws, rules,
Agreement entered into by the Company with BSE Limited
regulations, guidelines having major bearing on the Company’
read with the Securities and Exchange Board of India)
affairs.
During the year under review, the Company has complied with
the provision of the Act, Rules, Regulations, Guidelines, standard
etc. mentioned above subject to the following observations: For Kaushal Agrawal& Co.,
Practising Company Secretaries
(i) Some of the e-Forms /Returns/ information required to file
by the Company to Registrar /other authorities have filed
belatedly with requisite amount of “additional fees” (whether
applicable). CS Kaushal Kumar Agrawal
Place: Indore M. No. F4985
(ii) Certain registered charge (charge ID No. 100019340, Dated: 16th May, 2019 C.P. No. 3457
100176071, 100175539, 10017474) have been satisfied in
full/ the same property mortgaged again and registered by
afresh “instrument creating the charge, but registration of This report is to be read with our letter of even date which is
satisfaction of which have still been pending. annexed as ‘Annexure 1’ and forms an integral part of this report.
To,
The Members
Kriti Industries (India)Limited
CIN-L25206MP1990PLC005732
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of
the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and whether
applicable reliance have been made on the reports, certificates etc given to the Company by other professionals, competent to
issue those certificates to the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company or of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.
None of the Directors of the Company are inter-se related IV. Audit Committee
to each other except Mr. Shiv Singh Mehta, Chairman & The Board constituted a well-qualified Audit Committee. All
Managing Director, Mrs. Purnima Mehta, Whole Time Director members of the Committee are Non-Executive Directors with
and Mr. Saurabh Singh Mehta, Non Executive Director who a majority Independent Directors including the Chairman.
are wife and son respectively of Mr. Shiv Singh Mehta. They possess a sound knowledge of accounts, audit, finance,
taxation and internal controls etc.
Details about Directors seeking Appointment /
Reappointments at the forthcoming Annual General Meeting The Audit Committee of the Board of Directors in compliance
are given separately along with Notice convening the said with Regulation 18 of the SEBI (Listing Obligations and
Meeting. Disclosure Requirements) Regulations, 2015 and Section 177
of the Companies Act, 2013 is in place.
Ms. Preeti Sharma is Company Secretary & Compliance Officer
of the Company. The particulars of Members of the Committee, and the
number of meetings attended by them during the year are as
Five meetings of the Board of Directors were held during
follows:
the year ended 31.03.2019. The dates of the meetings were
decided in advance and key information was placed before Sr. Name of the Designation No. of Meetings
the Board. The Board meetings were held on i) 16th May, No. Members Attended
2018, ii) 31st July, 2018, iii) 25th October, 2018, iv) 24th 1. CA Manoj Fadnis Chairman 5
January, 2019 and v) 18th February, 2019.
2. Mr. Rakesh Kalra Member 5
FAMILIARISATION PROGRAMME FOR INDEPENDENT 3. Mrs. Purnima Mehta Member 5
DIRECTORS
During the year under review, the Committee met on i) 15th
The Company adopted a familiarization program for
May, 2018, ii) 31st July, 2018, iii) 25th October, 2018, iv) 24th
Independent Directors to provide them with an opportunity
January, 2019 and v) 18th February, 2019.
to familiarize themselves with the Company, its management,
operations and the industry in which the Company operates. All three members of the Audit Committee are Non-executive
On his appointment, an Independent Director receives a Directors and two of them are Independent.
formal letter of appointment, setting out in detail the role,
The Company Secretary acts as Secretary to the Committee
functions, duties and responsibilities expected of him /
her as an Independent Director of the Company. Further, CA Manoj Fadnis, Chairman of the Audit Committee, was
the Directors of the Company are updated on changes/ present at the last Annual General Meeting to answer
developments in domestic/ global corporate and industry shareholders queries.
scenario including those pertaining to statutes/ legislations The roles and terms of reference of the Audit Committee are:
and economic environment and on matters related to
1. Examination of the financial statements and the Auditors’
the Company covering its plants, products, marketing,
Report thereon,
competitors and other functions.
The Committee has periodic interactions with representatives During the year under review, Corporate Social Responsibility
of the Registrar and Transfer Agent of the Company. During Committee met one (1) time on 24th October 2018
the financial year ended 31st March, 2019 the Committee met
The terms of reference of Corporate Social Responsibility
eleven (11) times on i) 11th May, 2018, ii) 23rd May, 2018, iii)
07th July, 2018, iv) 29th August, 2018, v) 03rd October, 2018, Committee are as under:
vi) 30th October, 2018, vii) 09th November, 2018, viii) 23rd 1. To formulate and recommend to the Board a Corporate
November, 2018, ix) 26th December, 2018, x) 28th February, Social Responsibility Policy which shall indicate the CSR
2019, and xi) 15th March, 2019 activities that the Company shall pursue within the
* Mr. Saurabh Singh Mehta appointed as the member of the framework of activities mentioned in Schedule VII of the
Committee on 25th October, 2018. Companies Act, 2013 as amended from time to time.
X. MEANS OF COMMUNICATION designed for corporate. All periodical compliance filings like
Effective communication of consistent, comparable, relevant shareholding pattern, corporate governance report, etc. are
and reliable information is an effective component of also filed electronically on the Listing Centre.
Corporate Governance. It is a process of sharing information,
SEBI Complaints Redress System (SCORES): The investor
thoughts, opinion, and plans to all stakeholders which
complaints are processed in a centralized web-based
promote management-shareholder relations.
complaints redress system. The salient features of this system
Quarterly results: The Company’s quarterly results are are: Centralized data base of all complaints, online upload of
published in ‘Business Standard and Nai Duniya newspapers Action Taken Reports (ATRs) by concerned companies and
and displayed on its website (www.kritiindia.com). online viewing by investors of actions taken on the complaint
and its current status.
Website: The Company’s website (www. kritiindia.com)
contains a separate dedicated section called ‘Investor Desk’ XI. OTHER DISCLOSURES
where shareholders’ information is available. The Company’s 1. All transactions entered into with Related Parties as
Annual Report is also available in a user-friendly and defined under the Companies Act, 2013 and SEBI (Listing
downloadable form. Obligations & Disclosure Requirements) Regulations,
Annual Report: The Annual Report containing, inter alia, 2015, during the financial year were in the ordinary
Audited Annual Financial Statements, Directors’ Report, course of business and on an arm’s length pricing basis.
Auditors’ Report and other important information is circulated As a matter of abundant precaution the transactions
to members and others entitled thereto. The Management’s between the Company There were no materially
Discussions and Analysis Report forms part of the Annual significant transactions with related parties during the
Report and is displayed on the Company’s website (www. financial year which were in conflict with the interest
kritiindia.com). of the Company. Suitable disclosure as required by the
Ind-AS has been made in the notes to the Financial
BSE Corporate Compliance and Listing Centre (the ‘Listing Statements.
Centre’): BSE’s Listing Centre is a web-based application
3. The Statutory Auditors’ Certificate that the Company has May 2018 59.25 41.50
complied with the conditions of Corporate Governance June 2018 47.95 39.80
is annexed to the Report of the Board of Directors. July 2018 49.50 39.00
Aug 2018 50.65 42.15
4. Matters required to be covered under Management
Sep 2018 50.95 36.00
Discussion and Analysis report are covered in the Report
Oct 2018 40.50 29.90
of the Board of Directors under relevant heads, hence
not been given separately. Nov 2018 38.65 29.25
Dec 2018 34.00 30.30
XIII. GENERAL SHAREHOLDER INFORMATION Jan 2019 33.95 25.55
1. The Company is registered in the State of Madhya Feb 2019 30.40 23.50
Pradesh, India, with the Registrar of Companies, Gwalior.
Mar 2019 33.00 25.20
The Corporate Identity Number (CIN) allotted to the
Sr. No. Financial Year % of Interim Dividend % of Final Dividend % of Total Dividend Dividend Amount
in lakhs
1. 2017-18 - 15 15 74.40
2. 2016-17 - 15 15 74.41
3. 2015-16 18 - 18 89.29
4. 2014-15 - - - -
5. 2013-14 - 15 15 74.41
12. Registrar & Transfer Agent: form. Requests received from Shareholders through their
Ankit Consultancy Pvt. Limited Depository Participants for dematerializing the Equity
Plot No. 60, Electronic Complex, Pardeshipura Shares of the Company are processed by the Registrar
Indore- 452 010 (M.P) within a period of 30 days from the date of receipt of
SEBI Reg. No. NR000000767 such requests and are approved where requests are
Tel: 0731-4065797/ 0731-4065799 complete and in order in all respect.
E-mail: ankit4321@yahoo.com, info@ankitonline.com,
14. Distribution of Shareholding as on 31st March, 2019:
support@ankitonline.com
Shares Holding of No. of % of
13. Share Transfer and Investors Grievances Redressal Nominal Value of H Shareholders Shareholding
System Equity Shares:
1-1000 4458 71.49
a. Physical Form 1001-2000 877 14.06
The Company has appointed Ankit Consultancy Pvt. 2001-3000 301 4.83
Ltd. as its Registrar and Transfer Agent to look into
3001-4000 216 3.46
various issues relating to the investors including
4001-5000 81 1.30
share transfers. Share transfers in physical form are
5001-10000 175 2.81
registered and returned within a period of 30 days
10001-20000 67 1.07
from the date of receipt, subject to the documents
20001-30000 17 0.27
being valid and complete in all respects. The
Company gets report of the share transfers, etc. 30001-40000 11 0.18
periodically from Registrar and Transfer Agent. 40001-50000 4 0.06
50001-100000 7 0.11
During the year, the Company received Ninety One
100000 Above 22 0.35
(91) investor complaints, regarding non-receipt of
Total 6236 100.00
exchanged share certificates and non-receipt of
Annual Report. The complaints/grievances were 15. Dematerialisation of shares:
duly addressed and resolved within 15 days from 48077040 Equity Shares i.e. 96.92% of the total Equity
the date of receipt. Shares have been dematerialized up to 31st March, 2019.
MD/CFO CERTIFICATE
To,
The Board of Directors,
Kriti Industries (India) Limited
We Shiv Singh Mehta, Chairman & Managing Director and Kamal evaluated the effectiveness of internal control systems of
Kanodia, Chief Financial Officer of Kriti Industries (India) Limited the Company pertaining to financial reporting and have not
certify that: noticed any deficiency that need to be rectified or disclosed
to the Auditors.
A. We have reviewed the financial statements and cash flow
statement for the year ended on 31st March, 2019 and to the D. I. There has not been any significant change in internal
best of our knowledge and belief : control over financial reporting during the year under
review;
I. These statements do not contain any materially untrue
statement or omit any material fact or contain statements II. There has been not any significant change in accounting
that might be misleading; policies during the year under review and
II. These statements together present a true and fair view III. We are not aware of any instance during the year, of any
of the Company’s affairs and are in compliance with significant fraud with involvement therein of the
existing Accounting Standards, applicable laws and management or any employee having a significant role
regulations. in the Company’s internal control system over financial
reporting.
B. To the best of our knowledge and belief, no transactions
entered into by the Company during the financial year ended
Shiv Singh Mehta Kamal Kanodia
on 31st March, 2019 are fraudulent, illegal or violate the
Chairman & Managing Director Chief Financial Officer
Company’s code of conduct.
(DIN: 00023523)
C. We accept responsibility for establishing and maintaining Date: 16th May, 2019
internal controls for financial reporting and that they have Place: Indore
1. We, Kaushal Agrawal & Co., Practicing Company Secretaries, have examined the compliance of conditions of Corporate Governance
by the Company, for the year ended on 31st March, 2019, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation
46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations’).
Managements’ Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the
Corporate Governance stipulated in the SEBI Listing Regulations.
Our Responsibility
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
4. We have examined the books, papers, minutes books, forms, returns and other relevant records and documents maintained by the
Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the
Company.
Opinion
5. Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI
Listing Regulations during the year ended 31st March, 2019.
6. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
(i) a. As informed to us, the Company has maintained proper (iv) As per information and explanation given to us, the Company
records, on yearly basis, showing full particulars, including has complied all provisions in respect of loans, investment and
quantitative details and situation of fixed assets. guarantees covered under section 185 to section 186 of the
Companies Act, 2013.
b. As informed to us, the management of the Company
has done physical verification of certain fixed assets at (v) In our opinion and according to the information and
reasonable intervals in accordance with programme of explanations given to us, the Company neither accepted nor
verification, which in our opinion is reasonable, having invited any deposits from public within the provision of Section
regard to the size of the Company and nature of its assets 73 to 76 of Companies Act, 2013 and rules made there under.
and no material discrepancies were noticed on such
(vi) We have broadly reviewed the books of account maintained
verification.
by the Company pursuant to the rules made by the Central
c. The title deeds of immovable properties are held in the Government for the maintenance of the cost records under
name of the Company. section 148 (1) of the Companies Act, 2013 and are of the
opinion that prima facie, the prescribed accounts and records
(ii) As informed to us, the inventory of the Company has been
have been made and maintained. We have, however, not made
physically verified during the year by the management at
detailed examinations of the records with a view to determine
reasonable intervals. Discrepancies noticed during the physical
whether they are accurate or complete.
verification of stock were not material and have been properly
dealt with in the books of accounts of the Company. (vii) a. According to the information and explanation given to
us, the Company has been generally regular in depositing
(iii) As per information and explanation given to us, the Company
undisputed dues relating to Provident Fund, Employees’
has granted unsecured loan to one (1) company covered in the
State Insurance, Income Tax, Sales Tax, Service Tax, Duties
register maintained under section 189 of the Companies Act,
of Customs, Duties of Excise, Value Added Tax, Cess
2013.
and other material statutory dues applicable to it with
a. In respect of loan granted to the body corporate, the terms appropriate authorities. There are no undisputed statutory
and conditions of the loans are prima facie not prejudicial dues payable which are outstanding as at 31st March 2019
to the interest of the Company. for a period of more than 6 months from the date they
b. The terms of arrangement do not stipulate any repayment became payable.
schedule and also the loan is repayable on demand. The b. According to the information and explanations given to
borrower has been regular in the payment of interest as us, following dues of Income Tax, Sales Tax, Service Tax,
stipulated. duties of Customs, duties of Excise or Value Added Tax has
c. As there is no specified repayment schedule of the loan not been deposited on account of any dispute :–
granted to the body corporate, the clause (iii) (c) of the
order is not applicable to the Company.
Name of the Statute Forum where Matter is pending Period to which the 2018-19
(Nature of the Dues) amounts relates
Central Sales Tax High Court of MP 2005-06 7238189
Central Sales Tax High Court of MP 2006-07 1335795
Entry Tax High Court of MP 2007-08 1355843
Central Sales Tax Appellate Board , Bhopal 2008-09 76424
Central Sales Tax Appellate Board , Bhopal 2009-10 170701
M.P. Commercial Tax Appellate Board , Bhopal 2009-10 741835
M.P. Commercial Tax Appellate Board , Bhopal 2009-10 845026
Central Sales Tax Appellate Board , Bhopal 2010-11 465276
M.P. Commercial Tax Appellate Board , Bhopal 2010-11 3154351
Central Sales Tax Appellate Board , Bhopal 2011-12 1587144
(viii) According to information and explanations given to us by the (xiii) According to the information and explanation given to us, and
management and according to the records of the Company based on document provided to us, all transactions with the
examined by us, we are of the opinion that the Company related parties are in compliance with section 188 & section
has not defaulted in repayment of any loan from Financial 177 of the Companies Act 2013 where applicable and details
Institutions, Banks or debenture holders. of such transactions to the extent required has been disclosed
in the standalone Ind AS financial statements as required by
(ix) To the best of our knowledge and belief and according to
applicable accounting standards.
the information and explanations given to us and based on
documents provided to us, the Company has not raised any (xiv) According to the information and explanation given to us, the
money by way of initial public offer or further public offer Company has not made any preferential allotment/private
(including debt instruments) during the year. However, term placement of shares or fully or partly convertible debenture
loan availed by the Company were, prima-facie, applied by the during the year.
Company for the purposes for which the loans were obtained.
(xv) According to the information and explanation given to us, the
(x) During the course of our examination of the books of accounts Company has not entered into any non-cash transactions with
and records of the Company, carried out in accordance with the Directors or Persons connected with him.
generally accepted auditing practices in India, and according to
(xvi) In our opinion and according to explanations given to us, the
the information and explanations given to us, we have neither
Company is not required to get registered under section 45-IA
come across any instance of material fraud on the Company by
of the Reserve Bank of India Act, 1934.
its officers/employees or by the Company, noticed or reported
during the year, nor have we been informed of any such case
by the Management.
(xii) In our opinion and according to the information and CA. RAKESH KUMAR GUPTA
explanations given to us, the Company is not a nidhi company. Place: Indore Partner
Accordingly, paragraph 3(xii) of the Order is not applicable. Date: 16th May 2019 Membership No. : 070906
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial of internal financial controls over financial reporting included
reporting of Kriti Industries (India) Limited (“the Company”) as of obtaining an understanding of internal financial controls over
31st March 2019 in conjunction with our audit of the standalone financial reporting, assessing the risk that a material weakness exists,
Ind AS financial statements of the Company for the year ended on and testing and evaluating the design and operating effectiveness of
that date. internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgment, including the assessment of the
Management’s Responsibility for Internal Financial risks of material misstatement of the financial statements, whether
Controls due to fraud or error.
The Company’s management is responsible for establishing and
We believe that the audit evidence we have obtained is sufficient
maintaining internal financial controls based on the internal control
and appropriate to provide a basis for our audit opinion on the
over financial reporting criteria established by the Company
internal financial controls system over financial reporting.
considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Meaning of Internal Financial Controls Over Financial
Over Financial Reporting issued by the Institute of Chartered Reporting
Accountants of India (“ICAI”). These responsibilities include the A company's internal financial control over financial reporting is a
design, implementation and maintenance of adequate internal process designed to provide reasonable assurance regarding the
financial controls that were operating effectively for ensuring the reliability of financial reporting and the preparation of standalone
orderly and efficient conduct of its business, including adherence Ind AS financial statements for external purposes in accordance with
to company’s policies, the safeguarding of its assets, the prevention generally accepted accounting principles. A company's internal
and detection of frauds and errors, the accuracy and completeness financial control over financial reporting includes those policies and
of the accounting records, and the timely preparation of reliable procedures that:
financial information, as required under the Companies Act, 2013.
1. pertain to the maintenance of records that, in reasonable detail,
Auditors’ Responsibility accurately and fairly reflect the transactions and dispositions of
Our responsibility is to express an opinion on the Company's internal the assets of the Company;
financial controls over financial reporting based on our audit. We
2. provide reasonable assurance that transactions are recorded
conducted our audit in accordance with the Guidance Note on
as necessary to permit preparation of financial statements in
Audit of Internal Financial Controls Over Financial Reporting (the
accordance with generally accepted accounting principles,
“Guidance Note”) and Standards on Auditing, and deemed to
and that receipts and expenditures of the Company are being
be prescribed under Section 143(10) of the Act, to the extent
made only in accordance with authorizations of management
applicable to an audit of internal financial controls , both applicable
and directors of the Company; and
to an audit of Internal Financial Controls and , both issued by ICAI
. Those Standards and the Guidance Note require that we comply 3. provide reasonable assurance regarding prevention or timely
with ethical requirements and plan and perform the audit to obtain detection of unauthorized acquisition, use, or disposition of
reasonable assurance about whether adequate internal financial the Company's assets that could have a material effect on the
controls over financial reporting was established and maintained financial statements.
and if such controls operated effectively in all material respects.
Inherent Limitations of Internal Financial Controls Over
Our audit involves performing procedures to obtain audit evidence Financial Reporting
about the adequacy of the internal financial controls system over Because of the inherent limitations of internal financial controls over
financial reporting and their operating effectiveness. Our audit financial reporting, including the possibility of collusion or improper
For Rakesh Kumar & Associates For and on behalf of the Board of Directors
Chartered Accountants
F.R.N. 002150C
Rakesh Kumar Gupta Shiv Singh Mehta Purnima Mehta Kamal Kanodia Preeti Sharma
Partner Chairman and Managing Director Executive Director Chief Financial officer Company Secretary
M.No. 070906 DIN: 00023523 DIN: 00023632
Place: Indore
Date: 16th May, 2019
For Rakesh Kumar & Associates For and on behalf of the Board of Directors
Chartered Accountants
F.R.N. 002150C
Rakesh Kumar Gupta Shiv Singh Mehta Purnima Mehta Kamal Kanodia Preeti Sharma
Partner Chairman and Managing Director Executive Director Chief Financial officer Company Secretary
M.No. 070906 DIN: 00023523 DIN: 00023632
Place: Indore
Date: 16th May, 2019
For Rakesh Kumar & Associates For and on behalf of the Board of Directors
Chartered Accountants
F.R.N. 002150C
Rakesh Kumar Gupta Shiv Singh Mehta Purnima Mehta Kamal Kanodia Preeti Sharma
Partner Chairman and Managing Director Executive Director Chief Financial officer Company Secretary
M.No. 070906 DIN: 00023523 DIN: 00023632
Place: Indore
Date: 16th May, 2019
Other Equity
Particulars Reserves and Surplus Other Comprehensive Total
Income
General Share Contingency Share Retained Total Effective
Reserve Premium Reserve Forfeiture Earnings Cash Flow Hedge
Account Account
Balances as at 1st April 2018 3,175.00 466.14 - 2.73 2,988.50 6,632.37 (93.61) 6,538.76
Profit for the year 922.46 922.46 - 922.46
Other Comprehensive Income: (4.20) (4.20) 93.61 89.41
Final Dividend paid including (89.56) (89.56) - (89.56)
corporate dividend tax for FY
2017-18
Interim Dividend paid including - - -
corporate dividend tax
Transfer to General Reserve 200.00 (200.00) - - -
Transfer from Statement of - - -
Profit & Loss
Balance as at 31st March 2019 3,375.00 466.14 - 2.73 3,617.20 7,461.07 - 7,461.07
Profit for the year 661.50 661.50 661.50
Other Comprehensive Income: 0.29 0.29 0.29
Final Dividend paid including (89.70) (89.70) (89.70)
corporate dividend tax
Transfer to General Reserve 50.00 (50.00) - -
Transfer from Statement of - - -
Profit & Loss
Balance as at 31st March 2019 3,425.00 466.14 - 2.73 4,139.30 8,033.17 - 8,033.17
General Reserve
General reserves are the retained earnings of a company which are kept aside out of company's profits to meet future (known or unknown) obligations.
Contingency Reserve
Contingency Reserve is created to meet any known unknowns risk which may occur in future.
The financial statements of the Company have been prepared to comply with the Indian Accounting standards (‘Ind AS’), including the
rules notified under the relevant provisions of the Companies Act, 2013.
Company’s financial statements are presented in Indian Rupees (INR), which is also its functional currency.
b) Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured
reliably. In the carrying amount of an item of PPE, the cost of replacing the part of such an item is recognized when that
cost is incurred if the recognition criteria are met. The carrying amount of those parts that are replaced is derecognized in
accordance with the derecognition principles.
c) Expenses incurred relating to project, net of income earned during the project development stage prior to its intended
use, are considered as pre - operative expenses and disclosed under Capital Work - in - Progress.
d) Depreciation on property, plant and equipment is provided using straight line method. Depreciation is provided based
on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013. Each part of an item of Property, Plant
& Equipment with a cost that is significant in relation to total cost of the Machine is depreciated separately, if its useful life
is different than the life of the Machine.
e) Based on the technical evaluation, the management belives that the useful life of Dies and Moulds is 6 years.
f ) The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
g) Gains or losses arising from derecognition of a property, plant and equipment are measured as the difference between
the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss
when the asset is derecognised.
h) Spare parts procured along with the Plant & Machinery or subsequently which meet the recognition criteria are capitalized
and added in the carrying amount of such item. The carrying amount of those spare parts that are replaced is derecognized
when no future economic benefits are expected from their use or upon disposal. Other machinery spares are treated as
“stores & spares” forming part of the inventory.
2.2.2. Leases
a) Leases are classified as finance leases wherever the terms of the lease, transfers substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.
b) Leased assets: Assets held under finance leases are initially recognised as assets of the Company at their fair value at the
inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the
lessor is included in the balance sheet as a finance lease obligation.
c) Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve
a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in
d) A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company
will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of
the asset and the lease term.
e) Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight-line basis over
the lease term except where another systematic basis is more representative of time pattern in which economic benefits
from the leased assets are consumed.
b) Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured
reliably.
c) Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is
derecognised.
b) Cost directly attributable to projects under construction include costs of employee benefits, expenditure in relation to
survey and investigation activities of the projects, cost of site preparation, initial delivery and handling charges, installation
and assembly costs, professional fees, expenditure on maintenance and up-gradation etc. of common public facilities,
depreciation on assets used in construction of project, interest during construction and other costs if attributable to
construction of projects. Such costs are accumulated under “Capital works in progress” and subsequently allocated on
systematic basis over major assets, other than land and infrastructure facilities, on commissioning of projects.
c) Capital Expenditure incurred for creation of facilities, over which the Company does not have control but the creation
of which is essential principally for construction of the project is capitalized and carried under “Capital work in progress”
and subsequently allocated on systematic basis over major assets, other than land and infrastructure facilities, on
commissioning of projects, keeping in view the “attributability” and the “Unit of Measure” concepts in Ind AS 16- “Property,
Plant & Equipment”. Expenditure of such nature incurred after completion of the project, is charged to Statement of Profit
and Loss.
c) All other borrowing costs are expensed in the period in which they occur.
2.2.7. Inventories
a) Items of inventories are measured at lower of cost and net realisable value after providing for obsolescence, if any, except
in case of by-products which are valued at net realisable value. Cost of inventories comprises of cost of purchase, cost of
conversion and other costs including manufacturing overheads, net of recoverable taxes incurred in bringing them to
their respective present location and condition.
b) Cost of Inventory of raw materials, stores and spares, packing materials, trading and other products are determined using
the First-In, First-Out (FIFO) basis on moving average prices.
2.2.8. Impairment of non-financial assets - property, plant and equipment and intangible assets
a) The Company assesses at each reporting date as to whether there is any indication that any property, plant and equipment
and intangible assets or group of assets, called Cash Generating Units (CGU) may be impaired. If any such indication exists the
recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if any. When it is not possible to
estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which
the asset belongs.
b) An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is higher of an asset’s fair value less cost of disposal and value in use. Value in use
is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current
market assessments of the time value of money and risk specific to the assets.
c) The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable
amount.
b) If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
c) Contingent liabilities are disclosed on the basis of judgment of management. These are reviewed at each balance sheet
date and are adjusted to reflect the current management estimate.
d) Contingent assets are not recognized but are disclosed in the financial statements when inflow of economic benefits is
probable.
Post-Employment Benefits
Defined Contribution Plans
b. A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions
to a separate entity. The Company makes specified monthly contributions towards Provident Fund, Superannuation Fund
and Pension Scheme. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during
the period in which the employee renders the related service.
d. The Company pays gratuity to the employees whoever has completed five years of service with the Company at the time
of resignation/superannuation. The gratuity is paid @15 days salary for every completed year of service as per the Payment
of Gratuity Act 1972.
e. The gratuity liability amount is contributed to the approved gratuity fund formed exclusively for gratuity payment to the
employees.
f. The liability in respect of gratuity and other post-employment benefits is calculated using the Projected Unit Credit
Method and spread over the period during which the benefit is expected to be derived from employees’ services.
g. Re-measurement of defined benefit plans in respect of post- employment are charged to the Other Comprehensive
Income.
- Current tax
b. Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance Sheet date.
- Deferred tax
c. Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit.
d. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted
by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of
each reporting period.
b. Monetary assets and liabilities in foreign currency, which are outstanding as at the year-end, are translated at the closing
exchange rate/ forward contract booked (if any) and the resultant exchange differences are recognized in the Statement
of profit and loss account.
c. Realized gain or loss on cancellation of forward exchange contract is recognized in the Statement of Profit and Loss for the
year.
d. Gain/ Loss on exchange difference on pending forward exchange contract which are yet to be executed are measured
on the basis of difference between spot rate at year end and with forward contract exchange rate (premium adjusted) of
respective date through “Designated Cash Flow Hedge Reserve”.
c. Revenue from sale of goods is measured at the fair value of the consideration received or receivable, taking into account
contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
d. Revenue from operations includes sale of goods, services and adjusted for discounts (net), and gain/ loss on corresponding
hedge contracts.
Ind AS 115- Revenue from contracts with customers, mandatory for reporting period beginning on or after 1st April
2018 replaces existing revenue recognition requirements. Under the modified retrospective approach, there were no
significant adjustments required to the retained earning as at 1st April 2018. Also the application of Ind AS 115 did not
have any significant impact on recognition and measurement of revenue and related items in the financial results of the
Company.
Interest income
e. Interest income from a financial asset is recognised using effective interest rate (EIR) method.
Dividends
f. Revenue is recognised when the Company’s right to receive the payment has been established, which is generally when
shareholders approve the dividend.
b. Subsequent measurement
i. Financial assets carried at amortised cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the
asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
ii. Financial assets at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
ii. Expected credit losses are measured through a loss allowance at an amount equal to:
• The 12-months expected credit losses (expected credit losses that result from those default events on the
financial instrument that are possible within 12 months after the reporting date); or
• Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life
of the financial instrument)
iii. For trade receivables Company applies ‘simplified approach’ which requires expected lifetime losses to be recognised
from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on
the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in
the forward looking estimates are analysed.
iv. For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant
increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.
b. Subsequent measurement
Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing
within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of
these instruments.
i. Hedge Accounting
Hedges that meet the criteria for hedge accounting are accounted for as follows:
(a)
Cash flow hedge
The Company designates derivative contracts or non derivative financial assets / liabilities as hedging instruments
to mitigate the risk of movement in interest rates and foreign exchange rates for foreign exchange exposure on
highly probable future cash flows attributable to a recognised asset or liability or forecast cash transactions. When a
derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the
derivative is recognized in the cash flow hedging reserve being part of other comprehensive income. Any ineffective
portion of changes in the fair value of the derivative is recognized immediately in the Statement of Profit and Loss. If
the hedging relationship no longer meets the criteria for hedge accounting, then hedge accounting is discontinued
prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on
the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in
cash flow hedging reserve until the underlying transaction occurs. The cumulative gain or loss previously recognized
in the cash flow hedging reserve is transferred to the Statement of Profit and Loss upon the occurrence of the
underlying transaction. If the forecasted transaction is no longer expected to occur, then the amount accumulated
in cash flow hedging reserve is reclassified in the Statement of Profit and Loss.
(b)
Fair Value Hedge
The Company designates derivative contracts or non derivative financial assets / liabilities as hedging instruments
to mitigate the risk of change in fair value of hedged item due to movement in interest rates, foreign exchange rates
and commodity prices.
Changes in the fair value of hedging instruments and hedged items that are designated and qualify as fair value
hedges are recorded in the Statement of Profit and Loss. If the hedging relationship no longer meets the criteria for
hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method
is used is amortised to Statement of Profit and Loss over the period of maturity.
iii. Expected to be realized within twelve months after the reporting period, or
iv. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period
iii. It is due to be settled within twelve months after the reporting period, or
iv. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
b. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all
dilutive potential equity shares.
b. Statement of Cash Flows is prepared in accordance with the Indirect Method prescribed in the relevant Accounting
Standard.
2.3.1. Depreciation / amortisation and useful lives of property plant and equipment / intangible assets
Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives, after
taking into account estimated residual value. Management reviews the estimated useful lives and residual values of the assets
annually in order to determine the amount of depreciation / amortisation to be recorded during any reporting period. The
useful lives and residual values are based on the Company’s historical experience with similar assets and take into account
anticipated technological changes. The depreciation / amortisation for future periods is revised if there are significant changes
from previous estimates.
2.3.3. Provisions
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds
resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition
and quantification of the liability requires the application of judgment to existing facts and circumstances, which can be
subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of
changing facts and circumstances.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less
costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate
valuation model is used.
Note 9. Inventories
31.03.2019 31.03.2018
9.1 Raw Material 3,157.14 3,150.16
9.2 Finished Goods 7,435.63 5,917.80
9.3 Stores and Spares & others 430.81 372.35
Total 11,023.58 9,440.31
(Above loans are secured by First charge/ Mortgage on fixed assets of the Company and personal guarantee of Managing Director)
Note 31. In the opinion of the Board of Directors of the Company, the Current Assets, Loans and Advances have a value realizable in the
ordinary course of business at least equal to the amount at which they are stated and provisions for all known liabilities are adequate and not
in excess of the amount reasonably necessary.
32.2 Bank has given guarantee on behalf of the Company to various parties to the extent of H871.73 lakhs (Previous Year H258.68 lakhs.)
32.3 Claims not acknowledge by the Company on Commercial tax matters H245.63 lakhs (total demand H461.43 lakhs less demand deposited
H215.80 lakhs) (Previous Year 243.50 lakhs).
Note 34. Unpaid overdue amount due on 31st March 2019 to Micro Small and Medium Enterprises and/or ancillary industrial suppliers on
account of principal together with interest aggregate to H Nil.
This disclosure is on the basis of the information available with the Company regarding the status of the suppliers as defined under the
Micro, Small and Medium Enterprises Development Act, 2006.
Note 35. The amount of Foreign Exchange gain/ (loss) included in the profit & loss account is H38.68 lakhs (Previous Year gain/ (loss) H(44.14)
lakhs).
Note 37. The disclosure required as per Indian Accounting Standard (IndAS) 19 “Employees Benefit” issued by the Institute of Chartered
Accountants of India (ICAI) and as specified under section 133 of the Companies Act, 2013 ( The Act ) read with rule 7 of the Companies
(Accounts ) Rules, 2014., and based on the report generated by Life Insurance Corporation of India (LIC) is as under
(a) The Company has taken Group Gratuity and Cash Accumulation Policy issued by the LIC, which is a defined benefit plan.
31/03/2019 31/03/2018
(b) Table showing changes in present value of obligations as on
Present value of obligations as at beginning of the year 170.96 149.93
Interest Cost 13.68 11.99
Current Service Cost 18.32 16.87
Benefit Paid (25.11) (12.03)
Actuarial (gain)/loss on obligations (0.29) 4.20
Present value of obligations as at end of the year 177.55 170.96
(c) Table showing changes in the fair value of plan assets as on
Fair value of the plan assets at the begining of the year 192.62 168.44
Expected return on plan assets 14.80 13.20
Contribution 13.77 23.01
Benefit Paid (25.11) (12.03)
Actuarial gain/ (loss) on plan assets NIL NIL
Fair value of the plan assets at the end of the year 196.09 192.62
(d) Table showing fair value of plan assets as on
31/03/2019 31/03/2018
Fair value of plan assets at beginning of the year 192.62 168.44
Actual return on plan assets 14.80 13.20
Contribution 13.77 23.01
Benefit Paid (25.11) (12.03)
Fair value of the plan assets at the end of the year 196.09 192.62
Funded status 18.54 21.66
Excess of actual over estimated return on plan assets NIL NIL
(Actual Rate of return estimated rate of return as ARD falls on 31/03/2019)
(e) Actuarial Gain/Loss recognized as on
Actuarial (Gain)/Loss for the year-obligation 0.29 (4.20)
Actuarial (Gain)/Loss for the year-plan assets NIL NIL
Acturial (Gain)/Loss for the year (0.29) 4.20
Actuarial (Gain)/Loss recognized for the year (0.29) 4.20
(f ) Expenses recognised during the year
In statement of profit and loss
Current Service Cost 18.32 16.87
Interest cost 13.68 11.99
Expected return on Plan Asset (14.80) (13.20)
Net Cost 16.90 15.66
In other Comprehensive Income
Acturial (Gain)/Loss on obligation for the period (0.29) 4.20
Net (income)/Expense for the period recognised in OCI (0.29) 4.20
(g) Assumption
Discount rate 7.50% 8.00%
Salary Escalation 7.00% 7.00%
40. Since the Company has presented Consolidated Financial Statements, it is not required to present segment information in the standalone
financial statements as per Ind AS 108- Operating Segments.
Note 42. In accordance with the Indian Accounting Standard (IndAS) 24 “Related Party Disclosures” ssued by The Institute of Chartered
Accountants of India (ICAI) and as specified under section 133 of the Companies Act, 2013 ( The Act ) read with rule 7 of the Companies
(Accounts ) Rules, 2014.The names of the related parties and the relevant disclosure is as under:-
The following transaction were carried out with the related parties in the ordinary course of business
(HIn lakhs)
Sr. Nature of Transaction Subsidiary Key Management Relatives of Key Companies/
No. Personnel Management entities under
Personnel the control of
Key Management
Personnel
1 DEPB License purchased NIL NIL NIL 624.99
(NIL) (NIL) (NIL) (513.55)
2 Sale of Consumable Items NIL NIL NIL 29.84
(0.38) (NIL) (NIL) (54.68)
3 Sale of Capital Goods NIL NIL NIL 0.00
(NIL) (NIL) (NIL) (2.00)
4 Purchase of Consumable Items 6.56 NIL NIL 0.11
(NIL) (NIL) (NIL) (20.96 )
5 Purchase of Capital Goods NIL NIL NIL NIL
(NIL) (NIL) (NIL) (NIL)
(HIn lakhs)
Sr. Nature of Transaction Subsidiary Key Management Relatives of Key Companies/
No. Personnel Management entities under
Personnel the control of
Key Management
Personnel
6 Remuneration NIL 94.56 NIL NIL
(NIL) (151.99) (NIL) (NIL)
7 Rent Paid NIL NIL NIL 14.82
(NIL) (NIL) (NIL) (14.14)
8 Unsecured Loan
86.00 NIL NIL NIL
Given
(249.00) (NIL) (NIL) (NIL)
Taken NIL 203.00 NIL 800
(NIL) (111.00) (NIL) (313.5)
9 Interest Received 18.91 NIL NIL NIL
(16.33) (NIL) (NIL) (NIL)
10 Interest Given NIL 35.30 NIL 10.51
(NIL) (18.57) (NIL) (NIL)
11 CSR Expenses NIL NIL NIL NIL
(NIL) (NIL) (NIL) (NIL)
The Company monitors using a gearing ratio which is net debts divided by total capital plus net debt. The Company includes within net debt,
interest bearing loans and borrowings, less cash and short term deposit.
Particulars As at As at
31st March 2019 31st March 2018
Interest Bearing Loans and Borrowings 2194.78 1330.03
Current maturities of Long Term debts 785.26 882.63
Gross Debt 2980.04 2212.66
Less: Cash and Cash Equivalents 116.28 119.80
Net Debt(A) 2863.76 2092.86
Total Equity (as per Balance Sheet) (B) 8529.21 7957.12
Net Gearing (A/B) 0.34 0.26
The Company has assessed market risk, credit risk and liquidity risk to its financial liabilities.
i. Market Risk
Is the risk of loss of future earnings, fair values or cash flows that may result from change of interest rates, foreign exchange rates and
other price risks. Financial instruments affected by market risks, primarily include loans & borrowings and foreign currency payables.
Company’s Term Loans & Working Capital interest rates are linked to 1 year MCLR rate, reset annually. Short Term Borrowings as and when
taken are governed by prevailing rates at the time of disbursement.
If the interest rates had been 1% higher / lower and all other variables held constant, the Company’s profit for the year ended 31st March
2019 would have been decreased/ increased by H125.73 lakhs.
The Company is affected by the price volatility of Polymer prices. The Company enters into purchase contracts on a short term and
forward foreign exchange contracts(matching the purchase contracts) are entered into to minimise price fluctuations.
The Company holds cash and cash equivalents with banks which are having highest safety rankings and hence has a low credit risk.
Company’s marketing policies & credit period is determined on the basis of segments sales history and credit worthiness of the
customers. The sales affected through dealer network is normally 7-10 days credit period & in institutional sales some customers open
Letters of Credit and some large corporate enjoys the credit facilities ranging 30-90 days.
The Company has a system of forecasting next month cash inflow and outflow and all liquidity requirements are planned.
All Long term borrowings are for a fixed tenor and generally these cannot be foreclosed.
The Company has access to various source of Short term funding and debit maturing within 12 months can be rolled over with existing
lenders/new lenders, or repaid based on short term requirements. Trade and other payables are plugged as per credit terms and paid
accordingly.
All payments are made along due dates and requests for early payments are entertained after due approval and availing early payment
discounts
Note 45. The Board of Directors have recommended dividend of H 0.15/- Per fully paid up equity share of H1/- each, aggregating H8969950/-
including H1529417/- dividend distribution tax for the financial year 2018-19, which is based on The actual dividend amount will be dependent
on the relevant share capital outstanding as on the record date/book closure relevant share capital as on 31st March 2019.
Note 46. The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Company’s financial
statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective. The Ministry
of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2017 and Companies (Indian
Accounting Standards) Amendment Rules, 2018 amending the following standard:
lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset
during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability
and the depreciation expense on the right-of-use asset.
Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change
in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise
the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.
Lessor accounting under Ind AS 116 is substantially unchanged from today’s accounting under Ind AS 17. Lessors will continue to classify
all leases using the same classification principle as in Ind AS 17 and distinguish between two types of leases: operating and finance leases.
The Company intends to adopt these standards from 1 April 2019. The impact on adoption of Ind AS 116 on the financial statements is not
material. Accordingly, comparatives for the year ending or ended 31st March 2019 will not be retrospectively adjusted.
Note 48. Previous year figures have been reclassified / regrouped wherever necessary.
For Rakesh Kumar & Associates For and on behalf of the Board of Directors
Chartered Accountants
F.R.N. 002150C
Rakesh Kumar Gupta Shiv Singh Mehta Purnima Mehta Kamal Kanodia Preeti Sharma
Partner Chairman and Managing Director Executive Director Chief Financial officer Company Secretary
M.No. 070906 DIN: 00023523 DIN: 00023632
Place: Indore
Date: 16th May, 2019
Responsibilities of Management and Those Charged with • Identify and assess the risks of material misstatement of the
Governance for the Consolidated Financial Statements: consolidated financial statements, whether due to fraud or
The Holding Company’s Board of Directors is responsible for the error; to design and perform audit procedures responsive
preparation and presentation of these consolidated financial to those risks; and to obtain audit evidence that is sufficient
statements in terms of requirements of the Companies Act , and appropriate to provide a basis for our opinion. The risk of
2013 (“the Act”) that give a true and fair view of the consolidated not detecting a material misstatement resulting from fraud is
financial position, consolidated financial performance, consolidated higher than for one resulting from error, as fraud may involve
total comprehensive income, consolidated changes in equity collusion, forgery, intentional omissions, misrepresentations, or
and consolidated cash flows of the Group in accordance with the the override of internal control.
accounting principles generally accepted in India, including the
• Obtain an understanding of internal financial controls relevant
Indian Accounting Standards specified under Section 133 of the
to the audit in order to design audit procedures that are
Act. The respective Board of Directors of the companies included
appropriate in the circumstances. Under section 143(3)(i) of the
in the Group are responsible for the maintenance of the adequate
Companies Act, 2013, we are also responsible for expressing
accounting records in accordance with the provisions of the Act
our opinion on whether the Company and its subsidiary has
for safeguarding of the assets of the Group and for preventing and
adequate internal financial controls system in place and the
detecting frauds and other irregularities; selection and application of
operating effectiveness of such controls.
appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and • Evaluate the appropriateness of accounting policies used
maintenance of adequate internal financial controls, that were and the reasonableness of accounting estimates and related
operating effectively for ensuring the accuracy and completeness of disclosures made by management.
the accounting records, relevant to the preparation and presentation • Conclude on the appropriateness of management’s use of the
of the consolidated financial statements that give a true and fair going concern basis of accounting and, based on the audit
view and are free from material misstatement, whether due to fraud evidence obtained, whether a material uncertainty exists
or error which have been used for the purpose of preparation of the related to events or conditions that may cast significant doubt
consolidated financial statements by the Directors of the Holding on the ability of the Group to continue as a going concern. If
Company, as aforesaid. we conclude that a material uncertainty exists, we are required
In preparing the consolidated financial statements, the respective to draw attention in our report to the related disclosures in the
Board of Directors of the companies included in the Group is consolidated financial statements or, if such disclosures are
responsible for assessing the Group’s ability to continue as a going inadequate, to modify the opinion. Our conclusions are based
concern, disclosing, as applicable, matters related to going concern on the audit evidence obtained up to the date of our audit
and using the going concern basis for accounting unless the report. However, future events or conditions may cause the
Group to cease to continue as a going concern.
• Obtain sufficient appropriate audit evidence regarding the (d) In our opinion, the aforesaid consolidated financial
financial information of the entities or business activities within statements comply with the Indian Accounting Standards
the Group to express an opinion on the consolidated financial specified under Section 133 of the Act, read with Rule 7 of
statements. We are responsible for the direction, supervision the Companies (Accounts) Rules, 2014.
and performance of the audit of the financial statements of
(e) On the basis of the written representations received from
such entities included in the consolidated financial statements
the directors of the Holding Company and its Subsidiary
of which we are the independent auditors.
as on 31st March 2019 taken on record by the respective
Materiality is the magnitude of misstatements in the consolidated Board of Directors of the Company, none of the directors
financial statements that , individually or in aggregate , makes of the companies included in the Group is disqualified as
it probable that the economic decisions of a reasonably on 31st March 2019 from being appointed as a director in
knowledgeable user of the financial statements may be influenced. terms of Section 164 (2) of the Act.
We consider quantitative materiality and qualitative factors in
(f ) With respect to the adequacy of the internal financial
(i) planning the scope of our audit work and in evaluating the
controls over financial reporting of the Company and
results of our work; and (ii) to evaluate the effect of any identified
the operating effectiveness of such controls , refer to
misstatements in the financial statements.
our separate report in “Annexure – A” which is based
We communicate with those charged with governance regarding, on the auditor’s report of the Holding Company and its
among other matters, the planned scope and timing of the audit subsidiary. Our report expresses an unmodified opinion
and significant audit findings, including any significant deficiencies on the adequacy and the operating effectiveness of the
in internal control that we identify during our audit. internal financial controls over financial reporting of those
companies , for reasons stated therein.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding (g) With respect to the other matters to be included in
independence and communicate with them all relationships and the Auditor’s Report in accordance with Rule 11 of the
other matters that may reasonably be thought to bear on our Companies (Audit and Auditors) Rules, 2014, in our
independence, and where applicable, related safeguards. opinion and to the best of our information and according
to the explanations given to us:
From the matters communicated with those charged with
governance, we determine those matters that were of most i. The Consolidated financial statements has disclosed
significance in the audit of the consolidated financial statements the impact of pending litigations on the consolidated
of the current period and are therefore the key audit matters. We financial position of the Group - Refer Note 32.3 to the
describe these matters in our auditor’s report unless law or regulation consolidated Ind AS financial statements.
precludes public disclosure about the matter or when, in extremely
ii. The Group did not have any long-term contracts
rare circumstances, we determine that a matter should not be
including derivative contracts for which there were
communicated in our report because the adverse consequences
any material foreseeable losses.
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication. iii. There was no delay in transferring amounts , required
to be transferred to the Investor Education and
Report on Other Legal and Regulatory Requirements: Protection Fund by the Holding Company and there
1) As required by Section 143 (3) of the Act, we report that: was no amount required to be transferred by the
(a) We have sought and obtained all the information and subsidiary during the year ended 31st March 2019.
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the
.
aforesaid consolidated financial statements.
FOR RAKESH KUMAR & ASSOCIATES
(b) In our opinion, proper books of account as required by law
Chartered Accountants
relating to the preparation of the aforesaid consolidated
Firm Reg. No. : 002150C
financial statements have been kept so far as it appears
from our examination of those books. CA. RAKESH KUMAR GUPTA
(c) The Consolidated Balance Sheet, the Consolidated Place: Indore Partner
Statement of Profit and Loss including Other Date: 16th May 2019 Membership No. : 070906
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial of internal financial controls over financial reporting included
statements of the Company as of and for the year ended 31 March obtaining an understanding of internal financial controls over
2019, we have audited the internal financial controls over financial financial reporting, assessing the risk that a material weakness exists,
reporting of KRITI INDUSTRIES (INDIA) LIMITED (“the Holding and testing and evaluating the design and operating effectiveness of
Company”) and its subsidiary company which are companies internal control based on the assessed risk. The procedures selected
incorporated in India, as of that date. depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial statements, whether
Management’s Responsibility for Internal Financial due to fraud or error.
Controls
The Respective Board of Directors of the Holding Company and its We believe that the audit evidence we have obtained is sufficient
subsidiary company, which are companies incorporated in India, and appropriate to provide a basis for our audit opinion on the
are responsible for establishing and maintaining internal financial Company’s internal financial controls system over financial reporting.
controls based on the internal control over financial reporting criteria
Meaning of Internal Financial Controls over Financial
established by the Company considering the essential components
Reporting
of internal control stated in the Guidance Note on Audit of Internal
A company's internal financial control over financial reporting is a
Financial Controls over Financial Reporting issued by the Institute of
process designed to provide reasonable assurance regarding the
Chartered Accountants of India (“ICAI’). These responsibilities include
reliability of financial reporting and the preparation of financial
the design, implementation and maintenance of adequate internal
statements for external purposes in accordance with generally
financial controls that were operating effectively for ensuring the
accepted accounting principles. A company's internal financial
orderly and efficient conduct of its business, including adherence
control over financial reporting includes those policies and
to respective company’s policies, the safeguarding of its assets, the
procedures that :
prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation (1) pertain to the maintenance of records that, in reasonable detail,
of reliable financial information, as required under the Companies accurately and fairly reflect the transactions and dispositions of
Act, 2013. the assets of the Company;
Opinion
In our opinion, the Holding Company and its subsidiary company, FOR RAKESH KUMAR & ASSOCIATES
which are companies incorporated in India, have, in all material Chartered Accountants
respects, an adequate internal financial controls system over Firm Reg. No. : 002150C
financial reporting and such internal financial controls over financial
reporting were operating effectively as at 31 March 2019, based CA. RAKESH KUMAR GUPTA
on the internal control over financial reporting criteria established Place: Indore Partner
by the Company considering the essential components of internal Date: 16th May 2019 Membership No. : 070906
For Rakesh Kumar & Associates For and on behalf of the Board of Directors
Chartered Accountants
F.R.N. 002150C
Rakesh Kumar Gupta Shiv Singh Mehta Purnima Mehta Kamal Kanodia Preeti Sharma
Partner Chairman and Managing Director Executive Director Chief Financial officer Company Secretary
M.No. 070906 DIN: 00023523 DIN: 00023632
Place: Indore
Date: 16th May, 2019
For Rakesh Kumar & Associates For and on behalf of the Board of Directors
Chartered Accountants
F.R.N. 002150C
Rakesh Kumar Gupta Shiv Singh Mehta Purnima Mehta Kamal Kanodia Preeti Sharma
Partner Chairman and Managing Director Executive Director Chief Financial officer Company Secretary
M.No. 070906 DIN: 00023523 DIN: 00023632
Place: Indore
Date: 16th May, 2019
For Rakesh Kumar & Associates For and on behalf of the Board of Directors
Chartered Accountants
F.R.N. 002150C
Rakesh Kumar Gupta Shiv Singh Mehta Purnima Mehta Kamal Kanodia Preeti Sharma
Partner Chairman and Managing Director Executive Director Chief Financial officer Company Secretary
M.No. 070906 DIN: 00023523 DIN: 00023632
Place: Indore
Date: 16th May, 2019
Other Equity
Particulars Reserves and Surplus Other Comprehensive Total
Income
General Share Contingency Share Retained Total Effective
Reserve Premium Reserve Forfeiture Earnings Cash Flow Hedge
Account Account
Balances as at 1st April 2018 3,175.00 466.14 - 2.73 2,658.15 6,302.02 (93.61) 6,208.41
Profit for the year 919.41 919.41 - 919.41
Other Comprehensive Income: (6.15) (6.15) 93.61 87.46
Final Dividend paid including (89.56) (89.56) - (89.56)
corporate dividend tax for FY
2017-18
Interim Dividend paid including - - -
corporate dividend tax
Transfer to General Reserve 200.00 (200.00) - - -
Transfer from Statement of - - -
Profit & Loss
Balance as at 31st March 2019 3,375.00 466.14 - 2.73 3,281.85 7,125.72 - 7,125.72
Profit for the year 600.67 600.67 600.67
Other Comprehensive Income: 1.75 1.75 1.75
Final Dividend paid including (92.60) (92.60) (92.60)
corporate dividend tax
Transfer to General Reserve 50.00 (50.00) - -
Transfer from Statement of - - -
Profit & Loss
Balance as at 31st March 2019 3,425.00 466.14 - 2.73 3,741.67 7,635.53 - 7,635.53
General Reserve
General reserves are the retained earnings of a company which are kept aside out of company's profits to meet future (known or unknown) obligations.
Contingency Reserve
Contingency Reserve is created to meet any known unknowns risk which may occur in future.
ii) Defined benefit plans - plan assets The financial statements of the Company have been prepared to comply with the Indian
Accounting standards (‘Ind AS’), including the rules notified under the relevant provisions of the Companies Act, 2013.
Upto the year ended 31st March 2017, the Company has prepared its financial statements in accordance with the requirement of Indian
Generally Accepted Accounting Principles (GAAP), which include Standards notified under the Companies (Accounting Standards)
Rules, 2006 and considered as “Previous GAAP”.
These financial statements are the Company`s first Ind AS Consolidated financial statements.
Company’s financial statements are presented in Indian Rupees (INR), which is also its functional currency.
a. The financial statements of the Company and its subsidiary have been combined on a line-by-line basis by adding together the
book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group
transaction resulting in unrealized profits or losses.
b. The consolidated financial statements have been prepared using uniform accounting policies for like transaction and other
events in similar circumstances and are presents to the extent possible, in the same manner as the Company's separate
financial statements.
Note 5. Investment
31.03.2019 31.03.2018
5.1.1 National Saving Certificate 0.14 0.14
5.2 Unquoted
Non Trade Investment in equity instruments
5.2.1 Sahkari Audhyogik Vasahat LIMITED 0.01 0.01
(1 Share of H500/-)
5.2.2 The Cosmos Co-operative Bank Ltd.
(1000 Equity Shares of H100/- each) 1.00 1.00
Trade Investment in equity instruments
5.2.3 Kriti Auto Engineering & Plastic Private Limited ( 100% Subsidiary ) 1.00 1.00
(3885000 Shares of H10/- each )
Total 2.15 2.15
Note 9. INVENTORIES
31.03.2019 31.03.2018
9.1 Raw Material 3,278.54 3,278.23
9.2 Finished Goods 7,538.08 6,018.95
9.3 Stores and Spares & others 493.30 457.36
Total 11,309.92 9,754.53
(Above loans are secured by First charge/ Mortgage on fixed assets of the Company and personal guarantee of Managing Director)
Note 31. In the opinion of the Board of Directors of the Company, the Current Assets, Loans and Advances have a value realizable in the
ordinary course of business at least equal to the amount at which they are stated and provisions for all known liabilities are adequate and not
in excess of the amount reasonably necessary.
32.2 Bank has given guarantee on behalf of the Company to various parties to the extent of H871.73 lakhs (Previous Year H258.68 lakhs.)
32.3 Claims not acknowledge by the Company on Commercial tax matters H245.63 lakhs (total demand H461.43 lakhs less demand deposited
H215.80 lakhs) (Previous Year 258.44 lakhs).
Note 33. The amount of Foreign Exchange gain/ (loss) included in the profit & loss account is H(38.68) lakhs (Previous Year gain/WW(loss)
H(44.14) lakhs).
Note 34. As per Ind AS 108- “Operating Segment”, segment information has been provided under the Notes to Financial Statement
2018-19 2017-18
(i) Revenue from external customers
With in India 58726.24 46307.75
Outstide India - -
Total 58726.24 46307.75
(ii) Non Current Assets
With in India 10179.17 8619.55
Outstide India - -
Total 10179.18 8619.55
(ii) Details of Revenue from Single customer more than 10% (standalone)
Revenue from 1 customer of Plastics segment amounting to H69.98 crores (previous year 73.18 crores) exceeded 10% of the total revenue of
the Company for FY 2017-18.
Note 36. In accordance with the Indian Accounting Standard (IndAS) 24 “Related Party Disclosures” issued by The Institute of Chartered
Accountants of India (ICAI) and as specified under section 133 of the Companies Act, 2013 ( The Act ) read with rule 7 of the Companies
(Accounts ) Rules, 2014.The names of the related parties and the relevant disclosure is as under:-
The following transaction were carried out with the related parties in the ordinary course of business
(H In lakhs)
Sr. Nature of Transaction Key Management Relatives of Key Companies/entities
No. Personnel Management under the control of Key
Personnel Management Personnel
1 DEPB License purchased NIL NIL 624.99
(NIL) (NIL) (513.55)
2 Sale of Consumable Items NIL NIL 29.84
(NIL) (NIL) (54.68)
3 Sale of Capital Goods NIL NIL 0.00
(NIL) (NIL) (2.00)
4 Purchase of Consumable Items NIL NIL 0.11
(NIL) (NIL) (20.96 )
5 Purchase of Capital Goods NIL NIL NIL
(NIL) (NIL) (NIL)
6 Remuneration 94.56 NIL NIL
(151.99) (NIL) (NIL)
(H In lakhs)
Sr. Nature of Transaction Key Management Relatives of Key Companies/entities
No. Personnel Management under the control of Key
Personnel Management Personnel
7 Rent Paid NIL NIL 14.82
(NIL) (NIL) (15.17)
8 Unsecured Loan
NIL NIL NIL
Given
(NIL) (NIL) (NIL)
Taken 203.00 NIL 815.50
(111.00) (NIL) (NIL)
10 Interest Given 35.30 NIL 30.55
(17.02) (NIL) (NIL)
Note 38. Previous year figures have been re-classified/re-grouped wherever necessary.
For Rakesh Kumar & Associates For and on behalf of the Board of Directors
Chartered Accountants
F.R.N. 002150C
Rakesh Kumar Gupta Shiv Singh Mehta Purnima Mehta Kamal Kanodia Preeti Sharma
Partner Chairman and Managing Director Executive Director Chief Financial officer Company Secretary
M.No. 070906 DIN: 00023523 DIN: 00023632
Place: Indore
Date: 16th May, 2019
I hereby authorize you to make all payments in respect of my holding in your Company to my bankers for crediting to my account as detailed
below:
1. Shareholder's name : ....................................................................................................................................................................................................................................................
(In Blockletters) (First holder)
9. PAN : ....................................................................................................................................................................................................................................................
I/we hereby declare that the particulars given above are correct and complete. If credit is not effected for the reason (s) of incomplete or
incorrect information. I/we would not hod the Company responsible.
Note: Please attach cancelled cheque issued by your bank relating to your above account for verifying the accuracy of the code number.
PROXY FORM
FORM MGT- 11
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Registered address :
E-mail Id :
DP ID :
I/We, being the member (s) of ................................................................................................................................ shares of the above named company, hereby appoint
1. Name: …………………………..........................................................................................................................................................................................................................................
Address: ……………………………………………….......................................................................................................................................................................................
2. Name: …………………………..........................................................................................................................................................................................................................................
Address: ……………………………………………….......................................................................................................................................................................................
3. Name: …………………………..........................................................................................................................................................................................................................................
Address: ……………………………………………….......................................................................................................................................................................................
as my/our proxy to attend and vote on a poll for me/us and on my/our behalf at the 28th Annual General Meeting of the Company, to be
held on Wednesday, 14th August , 2019 at 04.00 P.M at 8th Floor, Brilliant Sapphire Plot no.10, PSP, IDA, Scheme No.78, Part II, Indore
(M.P.) and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolutions
1. Consider and adopt Audited Statement of accounts, Reports of the Board of Directors and Auditor.
2. Declaration of Dividend on Equity shares for the financial year ended 31st March 2019.
3. To appoint a Director in place of Mr. Saurabh Singh Mehta (DIN: 00023591), who retires by rotation at this Annual General Meeting
and being eligible offers himself for re-appointment.
4. Revision In The Remuneration Of Shri Shiv Singh Mehta (Din: 00023523) The Chairman & Managing Director Of The Company:.
5. Re-appointment of Mrs. Purnima Mehta (din: 00023632) as the whole-time director of the Company
6. Re-Appointment Of Ca Manoj Fadnis (Din: 01087055) As An Independent Director:
Affix H1
Revenue Stamp
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Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less
than 48 hours before the commencement of the Meeting.
KRITI INDUSTRIES (INDIA ) LIMITED
Regd. Office: "Mehta Chambers", 34, Siyaganj, Indore - 452 007
ATTENDANCE SLIP
Mr./Mrs./Miss ...............................................................................................................................................................................................................................................................................................
(Shareholders’ name in block letters)
I/We certify that I/We am/are registered shareholder / proxy for the registered shareholder of the Company.
I/We hereby record my/our presence at the 29th Annual General Meeting of the Company at the registered office the Company at the
Registered office of the Company 14th August, 2019.
(If signed by proxy, his name should be written in block letters)
(Shareholders/proxy’s Signature)
Note:
1. Shareholders / proxy holders are requested to bring the attendance Slips with them when they come to the meeting and hand over
them at the entrance after affixing their signatures on them.
2. If it is intended to appoint a proxy, the form of proxy should be completed and deposited at the Registered Office of the Company at
least 48 hours before the Meeting.
Route Map
Corporate Information
Board of Directors Bankers
Shri Shiv Singh Mehta State Bank of India
Chairman & Managing Director IDBI Bank Ltd.
HDFC Bank Ltd.
Smt. Purnima Mehta Yes Bank Ltd.
Executive Director