kranti industries ltd share price Directors report

To the Members,

Your directors take pleasure in presenting the 28th Annual Accounts on the summary of standalone and consolidated financial statements of the Company for the year ended March 31, 2023.

1. Financial HigHligHts:

	standalone		consolidated
Particulars
	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22
Revenue from Operations	9,139.73	9,183.28	9,323.74	9,371.51
Other Income	12.79	17.44	410.08	16.96
Total Revenue	9,152.51	9,200.72	9,733.82	9,388.47
Cost of Material Consumed	6130.23	6,072.45	6,150.90	6,088.07
Changes in inventories of finished goods and WIP	-32.33	23.68	(32.33)	23.68
Employee Benefits expenses	991.34	991.65	1,100.08	1112.22
Other Expenses	1137.69	1253.97	1,164.28	1,237.37
Finance Cost	225.95	199.48	249.69	224.84
Depreciation and amortization 392.47 389.97 414.24 417.63
Total Expenditure	8845.34	8,931.19	9,046.86	9,103.81
Profit/(loss) before Exceptional Items, and Tax	-	-	686.96	284.66
Profit/(Loss) Before Tax	307.17	269.53	686.96	284.66
Less: Provision for Taxes
(a) Current Tax	56.41	49.53	108.57	49.53
(b) Deferred Tax	30.99	59.17	43.01	65.84
(c) Current tax expenses relating to prior years	13.39	(49.53)	13.39	(49.53)
Other Comprehensive income / (Loss) for the year	2.48	3.00	2.48	3.00
Total comprehensive income / (loss) for the period	208.85	213.35	524.47	225.66
Before Minority Interest
Minority Interest and Share Profits(Loss) of Associates	-	-	-	0.19
Total Comprehensive income / (Loss) of the year	208.85	213.35	524.47	225.46

2. PeRFoRMance oF tHe coMPany: standalone Basis:

During the period under review, your company has registered a total revenue, on a standalone basis, of 91.52 Crores (approx.) as compared to total revenue of 92.00 Crores (approx.) made in the previous financial year; whereas EBITDA, on standalone basis, was 9.25 Cr (approx.) as compared to EBITDA of 8.59Cr made in the previous financial year and net Profit before Tax (PBT) was Rs.3.07 Cr. as compared to Rs.2.70 Cr in previous year on Standalone basis. consolidated Basis:

During the period under review, the total revenue of the Company, on a consolidated basis, is 97.33 Crores (approx.), as compared to total revenue of 93.88 Crores (approx.) in the previous year; whereas EBITDA, on Consolidated basis, was 13.51Cr (approx.) as compared to EBITDA of 9.27Cr made in the previous financial year and Profit before Tax (PBT) was Rs. 6.87 Cr. as compared to Rs.2.85 Cr in previous year on Consolidated basis.

3. DiViD enD:

With a view to conserve capital the Board of Directors does not recommendanydividendforthecurrentfinancial year ended on March 31, 2023.

4. SHARE CAPITAL OF THE COMPANY:

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise.

The Authorized Share Capital of the Company was stood at 15,00,00,000/- (Rupees fifteen Crores only)

The paid up share capital of the company as on the March 31, 2023 is Rs 10,56,24,000 dividend into 1,05,62,400 equity shares of 10/- each.

5. DEPOSITS:

During the year, the Company has not accepted any deposits from its members as prescribed under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 There was an unsecured loan amount of 4, 67, 00,000 borrowed from the Directors of the Company. On the other hand, during the year, the company repaid 2, 80, 000/- to its respective directors and post adjustment of interest amount, the closing balance of unsecured loan amount is stood to 1, 44, 80,000/- at the end of the year on March 31, 2023.

6. TRANSFER TO RESERVES:

The company has not proposed any amount to be transferred to General Reserve for the FY ended on March 31, 2023.

7. LISTING:

As on date, there are no arrears on account of payment of ListingFees to the Stock Exchange.

8. DiRectoRs anD Key ManageRial PeRsonnel: Board of Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sumit Subhash Vora (DIN: 02002416), Whole Time Director of the Company retires by rotation at the ensuing AGM, and being eligible offers himself for re-appointment. 59 The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2) are given in the Notice of this AGM, forming part of the Annual Report.

The Board of the Company consists of 06 (Six) Members, including 03 (Three) Independent Directors; 01 (One) Non-Executive Woman Director, and 02 (Two) Executive Directors (including 1 Chairman & Managing Director as well as 1 Whole- Time Director), and the same are detailed below:

sr no	name of the Directors	Din no.	Designation
1	Indubala Subhash Vora	02018226	Non-Executive Director
2	Sachin Subhash Vora	02002468	Chairman &Managing Director
3	Sumit Subhash Vora	02002416	Whole Time Director
4	Prakash Vasant Kamat	07350643	Independent Director
5	Pramod Vinayak Apshankar	00019869	Independent Director
6	Satchidanand Arun Ranade	03525423	Independent Director

Key Managerial Personnel:

In terms of Section 203 of the Companies Act 2013, the Key Managerial Personnels (KMP) of the Company:

sr. no	name of the KMP	Designation
1	Mr. Sachin Subhash Vora	Chairman & Managing Director
2	Mr. Sumit Subhash Vora	Whole Time Director
3	Mrs. Sheela Kailas Dhawale	Chief Financial Officer
4	Mr. Bhavesh Subhash Selarka	Company Secretary and Compliance Officer

During the year under review

Ms. Shanu Bhandari has tendered her resignation from the office of Company Secretary and Compliance Officer of the Company with effect from 23rd September 2022, due to some personal reasons. The Board places on record its deepest gratitude and appreciation towards her valuable contribution during her tenure.

The Board has, on recommendation of Nomination and Remuneration Committee, has appointed Mr. Bhavesh Subhash Selarka as a Company Secretary and Compliance Officer of the Company with effect from September 24, 2022.

9. inDePenDent DiRectoRs:

In terms of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations, Mr. Prakash Vasant Kamat (DIN: 07350643), Mr. Pramod Vinayak Apshankar (DIN: 00019869) and Mr. Satchidanand Arun Ranade (DIN: 03525423) are the Independent Directors of the Company as on date of this report.

All the Independent Directors of the Company have given requisite declarations as prescribed under section 149 (7) of the Companies Act, that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 along with related rules framed thereunder.

Regulation 16(1)(b) of SEBI Listing Regulations and complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

During the period under review, Independent Directors met on February 13, 2023 without the presence of non-independent Directors, and all the Independent Directors have attended the said meeting.

10. BOARD PERFORMANCE EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Companies Act 2013 and the SEBI Listing Regulations.

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors, after taking feedback from the directors and committee members. The performance of the independent directors was evaluated by the entire Board except the person being evaluated. The performance evaluation of the Board and its constituents was conducted on the basis of functions, responsibilities, competencies, strategy, tone at the top, risk identification and its control, diversity, and nature of business.

A detailed discussion was held between the members of the Board covering various aspects of the Boards functioning, Board culture, execution and performance of specific duties, professional obligations, and knowledge of directors, their independence while taking business decisions; their participation in formulation of business plans; their constructive engagement with colleagues and understanding the risk profile of the company etc. In addition to the above, the Chairman of the Board and / or committee is evaluated on the basis of his leadership, coordination and steering skills.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

11. FaMiliaRiZation PRogRaM FoR tHe BoaRD MeMBeRs:

Refer para on Familiarization Programme in the Report on Corporate

12. DiRectoRs ResPonsiBilitystate Ment:

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of year and of the profit of the Company for that period. c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detectingfraud irregularities; d. they have prepared the annual accounts of the Company on a going concern basis; e. they have laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. auDitoRs anD auDitoRs RePoRt:

a. statutoRy auDitoRs:

M/S A D V & Associates, Chartered Accountants, (FRN: 128045W), were appointed as Auditors of the Company for a term of 5 (Five) consecutive years, at the AGM held on August 23, 2019. The Auditors have confirmed that they are not disqualified from continuing Auditors of the Company.

M/S A D V & Associates, Chartered Accountants, (FRN: 128045W) has audited the books of accounts of the Company for the financial year ended March 31, 2023 and has issued the in the Auditors Report are self-explanatory and do call for any further comments.

The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards Report.

B. secRetaRial auDitoR:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Harsheet Jayesh Patel, Sole Proprietor of H. J. Patel and Co., a Company Secretary in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Report of the Secretarial Audit is annexed herewith as annexure ‘i. The said Secretarial Audit Report contains no qualification, or adverse remark or disclaimer

. c. cost auDitoR:

During the period under review, the provisions relating to the Cost Auditor appointment was not applicable to

D. inteRnal auDitoR:

During the period under review, Mr Dilip Deshpande, appointed as an Internal Auditors have carried out internal audit for the FY 2022-23. Their reports were reviewed by the Audit Committee.

14. INTERNAL FINANCIAL CONTROL:

Internal Financial Controls are an integral part of the management framework and processes that address financial and financial reporting risks. The key internal financial control has been documented, automated wherever possible and embedded in the respective business processes.

The management has put in place effective Internal Control

Management reviews and control self-assessments.

Safeguarding assets and their usage.

Continuous control monitoring by the concern expert officials at team.

Maintenance of Proper Accounting Records and

Adequacy and Reliability of the information used for carrying on Business Operations. Key elements of the Internal Control Systems are as follows:

Existence of Authority Manuals and periodical updating of the same for all Functions.

Existence of clearly defined organizational structure

Existence of corporate policies for Financial Reporting and Accounting.

Existence of Management information system updated from time to time as may be required.

Existence of Annual Budgets and Long-Term Business Plans.

Existence of Audit System.

Periodical review of opportunities and risk factors depending on the Global / Domestic Scenario and to undertake measures as may be necessary.

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The management is regularly reviewing the internal progress reports of the Company for performance review which carried out in all the key areas of the operations. Additionally, the management approves all the future plans and reports for significant issues raised by the Auditors. Regular reports on the business development, future plans and projections are given to the Board of Directors.

Periodical reports are regularly circulated for perusal of Board of Directors of the Company for the appropriate action as required. Normal foreseeable risks of the Companys assets are adequately covered by comprehensive insurance. Risk assessments, inspections and safety audits are carried out periodically.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Compliance Report along with Declaration by the Management is annexed asannexure ‘ii and annexure ‘iii to this report.

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). The report on Corporate Governance as stipulated under the Listing Regulations form part of the Annual Report as Annexure IV. Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate

16. MEETINGS OF THE BOARD & COMMITTEES:

During the FY 2022-23, the Board of Directors of your Company met 6 (six) times to review strategic, operational and financial performance of the company. All the directors were actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. The details of the meetings of the board and the Committees along with Attendance are given in the corporate Governance Report annexure “iV” The gap intervening between two meetings was within the time prescribed under the provisions of The Companies Act, 2013 and other applicable laws.

17. COMMITTEES OF THE BOARD:

As on March 31, 2023, the Board had 03 (Three) Committees namely:

1. The Audit Committee,

2. The Nomination and Remuneration Committee

3. The Stakeholders Relationship committee.

Details of composition, terms of reference and number of meetings held for respective Corporate Governance as annexure “iV”, which forms a part of this Annual Report. Further, during the year under review, all recommendations made by the various committees have been

18. BoaRD Policies:

In addition to above, the Board has also adopted below mentioned policies: (a) Code of Conduct for Independent Directors

(b) Risk Management Policy

(c) Nomination and Remuneration Policy (d) Related Party Transaction policy

(e) Whistle Blower Policy & Vigil Mechanism (f) Policy On Determination of Materiality

(g) Insider Trading Policy

(h) Code for Fair Disclosure of Undisclosed Price Sensitive Information (i) Prevention of Sexual Harassment at Workplace (j) Familiarization Programme for Independent Directors

(k) Policy On Orderly Succession

(l) Policy On Preservation of Documents

(m) Criteria for making payment to Non- Executive Directors

All above named policies and codes are available on our website (www.krantiindustries.com)

19. annual RetuRn:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of theCompanies(ManagementandAdministration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the web-link: https://krantiindustries.com/annual-return.html

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The management of your Company would like to share the highlights of its performancereview conservationof energy, the and outgo, as below: technologyabsorption, a. conseRVation oF eneRgy/ ResouRces:

The Company has continuously strived towards improving the energy conservation measures in all areas. Company ensures strict compliance with all the statutory requirements and has taken several sustainable steps voluntarily to contribute towards better environment.

o Stepstakenorimpactonconservation

The Company has considered and implemented various processes for conservation of energy like,

1. Only energy efficient LED lights are being purchased for new installation and replacements at all units.

2. Reducing compressed air losses by arresting leakages e.t.c.

3. Installation of high efficiency compressed air dryers.

4. Installation of Capacitor Panel with Harmonic Filters at load side to improve power factor and reduce losses.

Steps taken by the Company for utilizing alternate sources of energy:

The Company has installed a roof top Solar system of around 125 KW capacity, under BOOT model wherein we have signed a Power Purchase Agreement with the developer company for our captive consumption. Further, installing the rooftop solar for electricity generation have been more beneficial as the Units charges is economical as compared to state electricity board. During the year, 151 MWh power was generated from roof top solar plant.

Further, in the new plant of the Company (Plant-3), is adding of 80Kwp of Rooftop Solar which will further add 110 MWh power (approx.)

equipmen Capitalinvestmentonenergyconservation

The Company makes every possible effort to save the energy thus it used secondary sources to reduce daily consumption electricity like genset, the plot of the company is such that it receives abundant of sunlight and natural air circulation. The usage of electricity is for machining purposes which also under severe observation to avoid unnecessary wastage or leakage of supplied power.

Water Management:

The Company with persistent efforts to conserve rainwater, wherein we have a system in which we collect the rainwater from the roof of our company and get stored in an underground water tank having capacity of around 30000 ltrs.

Waste Management:

The Company has strived to ensure reuse, recycling and responsible disposal of waste by adopting a suitable method.

Health, safety and environment:

The Company has committed to providing a safe and healthy working environment to our employees, contractors and achieving high standards of environmental protection.

During the year under review the company has ZERO accidents or Fatalities in the premises of company.

B. tecHnology aBsoRPtion:

Company is committed towards technology driven innovation and lays strong emphasis in inculcating driven culture within the organization.

The Company has best of operating machines and highly precisions equipment for production and quality management also the Company has hired the optimal of quality team who dedicates their full enthusiasm and work tirelessly for delivering best quality and services. The team along with state-of-the-art quality equipments as necessary for the Machine Shop. c. FoReign eXcHange eaRnings & outgo:

Exchange Earnings during the year under review Foreign Exchange Earning of 62.55 Lakh. Foreign Exchange Outgo during the year is given below

	As on March 31, 2023	As on March 31, 2022
Spares for Repairs	0.00	2.19
Travelling Expense	0.00	0.00
Advance for Capital Goods & Material	26.32	30.02
Packaging Material	0.00	0.00
Consumables	0.04	0.00

Value of Imports calculated on CIF Basis:

Particulars	As on March 31, 2023	As on March 31, 2022
Capital Goods	199.73	0.00
Raw Material	4.89	0.00

21. PaRticulaRs oF ReMuneRation oF DiRectoRs anD ceRtain sPeciFieD eMPloyees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees), Rules 1975, the ratio of remuneration of each Director to the median of the employees remuneration, a statement containing the names of employees in terms of remuneration drawn is furnished inannexure ‘V.

In terms of the provisions of Section197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there are no employees drawing remuneration in excess of the limits set out in the said rules.

22. PaRticulaRs oF loans, guaRantees oR inVestMent:

The details of Inter Corporate Loans, Guarantees and Investments made by the Company as prescribed under Section 186 of the Companies Act, 2013 forms part of the notes to the audited financial statements of the Company.

23. Details oF aPPlication MaDe oR any PRoceeDing PenDing unDeR tHe insolVency anD BanKRuPtcy

CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the FY 2022-23.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant / material orders passed by the regulators or courts or tribunals during the FY 2022-23, impacting the going concern status and Companys operations in future.

25. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by

Insiders” (“the Code”). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The aforesaid Codes are posted on the Companys website and can be accessed by using web link at https://www.krantiindustries. com/policies.html

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report is not applicable to your Company.

27. CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Companys nature of business.

28. Policyon DiRectoRs aPPointMent anD ReMuneRation:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain independence of the Board and separate its functions of governance and management. The Board of the Company consists of 06 (Six) Members, including 03 (Three) Independent Directors; 01 (One) Non-Executive Woman Director, and 02 (Two) Executive Directors (including 1 Chairman & Managing Director as well as 1 Whole-Time Director).

The Board of Directors of the Company has formulated the Nomination & Remuneration Policy which is available on the Website of the Company and can be accessed by using web link at https://www.krantiindustries.com/policies.html

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during FY 2022-23 with related parties were on an arms length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that requires Shareholders approvalunderRegulation23(4) of the SEBI Listing Regulations or Section Committ sought for all RPTs. Certain transactions which were repetitive in nature 188oftheAct.TheapprovaloftheAudit were approved through omnibus route. All the transactionswere in compliance with the applicable provisions of the Act and SEBI

Listing Regulations

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of Related Party Transactions (RPT) are provided in the financial statements of the Company. During FY 2022-23, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with Company other than sitting fees, as applicable except Smt Indubala Subhash Vora who has given unsecured loan to the company as mentioned in the Financial Statement under Loan from Directors.

30. RISK MANAGEMENT SYSTEM:

The Company has a robust risk management framework comprising risk governance structure and defined processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification, and evaluation. The Company identifiesall strategic, operational, and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk activities.

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, a Risk Management Policy has been framed by the Board in terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the Board reviews the same periodically.

Our senior management teams review the risks faced by the Company and monitor the development and deployment of risk mitigation action plans and the status is updated to the members of the Audit Committee and the Board of Directors on basis.

This Policy seeks to minimize the adverse impact of these risks, thus enabling the Company to control market opportunities effectively and enhance its long-term competitive advantage. Several risks can impact the achievement of a particular objective. Similarly, a single risk can also impact the achievement of several business objectives. The focus of risk management is to assess risks and deploy mitigation measures. This is done through periodic review of the risk and strategy of the Board.

During the last financial year, the Companys risk management practices were primarily focuses on the effectiveness of strategic programs in improving our competitive position which provides unique place to the Company in todays competitive business world, our good team of employees and professionals always prepared to address any incidents that may cause business disruptions to our physical and technological model, strengthening internal control to detect fraudulent activity, leadership development and monitoring possible impact of changes in our regulatory environment.

The Risk Management Policy, inter alia, includes identification therein of elements of risk, including Cyber Security and related risks as well as those risks which in the opinion of the Board may threaten the existence of the Company. The Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. The Company has made a comprehensive approach to risk management, fully integrating risk management with strategic, financial and customer management so that goals and responsibilities are aligned across the Company.

The Board manages risk systematically across the entire enterprise as well as at the business and transaction level. This comprehensive approach is designed to ensure that risk-based decision-making is appropriate at all levels of the organization.

31. state oF coMPanys aFFaiRs:

Discussion on state of Companys affairs has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report. In this we have attempted to include discussion on all the specified matters to the extent relevant or within limits that in our opinion are imposed by the Companys own competitive position.

32. ManageMent Discussion anD analysis RePoRt:

Pursuant to Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

the Management Discussion and analysis Report are presented as a part of Annual Report.

33. Vigil MecHanisM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. Under the policy, the Directors and Employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Audit Committee.

During the year under review, the Company has not received any complaints under the said mechanism.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013:

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal ) Act, 2013 (“POSH Act”) and Rules made thereunder, a policy for prevention of sexual harassment had been made and Internal Complaints Committee had been set up. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines.To build awareness in this regard, the Company has been conducting various programs on a continuous basis.

During the year under review, there were no such cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the period under review material changes and commitments which may affect the financial position of the Company between the end of the financial year and the date of the report are listed as below:

1. The Company has acquired controlling stake of 55% in M/s Preciso Metall Private Limited, Thus, the making it a Subsidiary of your Company. Preciso Metall Private Limited is a shell moulding castingfoundry located in Kolhapur. The foundry having annual capacity of 2500MT . It is specialized to produced grades like CI, SG, Simo and other special grades. It can cater product range from 180 grams to 32kg with the wall thickness as low as 3mm. The Board believes this addition will further enhanced our footprint in various segments. Further, Mr Sachin Vora and Mr Sumit Vora has been appointed as an Additional Director on the Board of Preciso Metall Private Limited with effect from April 11, 2023.

2. The Company has inaugurated its state of the Art manufacturing facility (Plant-3) on May 15, 2023 at the hands of Dr. Balaji Gopalan (MD- Carraro India Private Limited) This new facility is designed on the concept of digital manufacturing using IoT and industry 4.0 Most of the operational and administrative aspects have been digitalized with specially developed softwares. The Board believes that with this facility the Company is well-position to meet the evolving needs of our customers and deliver exceptional value to all stakeholders.

3. The Board of Directors in its meeting held on May 27, 2023 approved the scheme of merger by absorption of Wonder Precision Private Limited (WPPL) a wholly owned subsidiary with Kranti Industries Limited. Subsequently, the application of the Merger by absorption has been initiated with National Company Law Tribunal (NCLT).

4. The shareholders of the Company through postal ballot dated June 30, 2023 approved the for giving authorization to board of directors to advance any loan, give any guarantee or to provide any security in connection with loan availed by any of the companys subsidiary (ies)/associates/joint venture or any other person specified under section 185 of the companies act, 2013 upto an aggregate limit of 20,00,00,000/- (rupees twenty crores only)

36. DETAILS OF SUBSIDIARIES & ASSOCIATE:

During the period under review, the Company was having 1 Subsidiary and 1 Associate Company whose details are given below:

Name of the Entity	nature	Date on becoming a subsidiary	Date of cessation of subsidiary
WONDER PRECISION PRIVATE LIMITED	Subsidiary	March 31, 2013	-
KRanti sFci PRiVate liMiteD	Associate	December 17, 2018	-
PReciso Metall PRiVate liMiteD*	Subsidiary	April 11, 2023	-

consolidated financial statement does not include financial impact of Preciso Metall Private Limited Details of Subsidiary and Associate Company in FORM AOC-1 is annexed as annexure ‘Vi to Boards Report

37. SECRETARIAL STANDARDS:

The Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued 67 by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

38. gReen initiatiVe:

In compliance with the Ministry of Corporate Affairs (MCA) Circulars and SEBI Circular dated May 12, 2020, the Annual Report 2022-23, the Notice of the 28th AGM, and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s).

We urge members to support our commitment to environmental protection by choosing to receive the Companys communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to contact their respective DP and register their email addresses with their respective depository participants, as per the process advised by their respective DP.

39. geneRal DisclosuRes:

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees as Director of Wonder Precision Private Limited.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

There has been no change in the nature of business of the Company.

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.

40. E-VOTING/BALLOT VOTING

In terms of requirements of the Companies Act, 2013 and the relevant rules made there under, the Company has provided ‘remote e-voting (e-voting from a place other than venue of the AGM) facility throughNationalSecurities Depository Limited for all members of the Company to enable them to cast their votes electronically, on the resolutions mentioned in the notice of the 28th Annual General Meeting (AGM) of the Company.

geneRals HaReHolDeRs inFoRMation:
Annual General Meeting	28th AGM of Kranti Industries Limited
Date	Friday September 08, 2023
time	03.30 PM onwards
Mode	Physical
Venue	At the Registered Office of the Company at Gat No. 267/B/1, Post Pirangut, Taluka Mulshi,
	District- Pune- 412115
Financial Year Reported	April 1, 2022 to March 31, 2023
Cut-Offdatefor	Friday, August 11, 2023
Cut-Off date for E voting	Friday September 01, 2023
Date of Book Closure	September 02, 2023 to September 08, 2023
E-voting Period	September 05, 2023 09.00 AM to September 07, 2023 05.00 PM
Stock Code	542459
isin	911T01010
cin	L29299PN1995PLC095016

The Company sends quarterly, half-yearly, and yearly financial results to the Shareholders electronically. Key financial data is published in highly circulated newspaper in English and the regional language the financial results are posted on the Companys website at https:// www.krantiindustries.com All disclosures as required under the SEBI Listing Regulations are made to respective Stock Exchanges where the securities of the Company are listed. The same are also available on the Companys website at https://www.krantiindustries.com

41. CAUTIONARY STATEMENT:

Statements in this “Management Discussion & Analysis” which seek to describe the Companys objectives, projections, estimates, expectations or predictions may be considered to be “forward looking statements” within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include global and Indian demand-supply conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the companys markets, changes in the government regulations, tax regimes, economic developments within India and countries with which the company conducts business besides other factors, such as litigation and other labour negotiations.

42. ACKNOWLEDGEMENT:

The directors express their gratitude to customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the commitment and contribution made by the employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support We thank the Government of India, the State Governments and statutory authorities and other government agencies for their support and look forward to their continued support in the future.

For and on Behalf of Board of Directors
KRanti inDustRies liMiteD
Sd/-	Sd/
sacHin suBHasH VoRa	suMit suBHasH VoRa
DIN: 02002468	DIN: 02002416
CHAIRMAN & MANAGING DIRECTOR	EXECUTIVE DIRECTOR
Date: AUGUST 14, 2023
PLACE: PUNE