Kranti Industries Ltd Directors Report.

TO,

THE SHAREOWNERS,

KRANTI INDUSTRIES LIMITED.

Your Directors have pleasure in presenting the 24th Annual Report and audited standalone and consolidated financial accounts for the year ended on March 31, 2019.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended on March 31, 2019 is summarized below:

Particulars Standalone Consolidated
31.03.2019 31.03.2018 31.03.2019 31.03.2018
Revenue Operations 57,88,11,086.86 40,10,16,460.75 6070,00,910.11 45,99,57,948.03
Other Income 44,77,270.69 9,32,594.85 47,93,099.73 7,08,326.92
Total Revenue 58,32,88,357.55 42,19,75,460.08 6117,94,009.84 46,10,92,084.93
Cost of Material Consumed 32,89,88,709.46 2183,67,718.54 335063603.68 23,5768011.52
Manufacturing and Operating Expenses 9,18,33,609.63 29,47,24,620.61 955,38,595.22 83724315.18
Employee Benefits expenses 6,69,18,324.46 5,93,42,437.45 758,96,191.68 6,76,57,135.79
Sales, administration and Other Expenses 1,82,40,192.58 1,40,38,706.21 200,94,260.50 1,60,63,936.14
Finance Cost 2,15,69,844.61 2,02,29,179.88 238,58,945.64 2,19,52,371.36
Depreciation and amortization ex- penses 2,65,64,333.97 2,53,05,157.85 307,66,065.94 2,98,62,875.04
Total Expenditure 55,41,15,014.71 41,35,99,609.00 5812,17,662.66 45,50,28,645.03
Profit/(Loss) Before Tax 29,17,3342.84 83,75,851.08 305,76,347.18 60,63,439.90
Less: Taxes
(a) Current Tax 53,04,958.29 63,453.00 53,04,958.29 63,453.00
(b) Deferred Tax 36,23,167.00 (27,50,542) 40,74,328.15 (29,33,148.24)
(c)Tax expenses re- lating to prior years 0.00 54,929.00 0.00 54,929.00
Profit for the year B/F Minority Interest 0.00 83,75,851.08 211,97,060.74 88,78,206.14
Minority Interest 0.00 - (28,555.30) (63,894.15)
Profit/(Loss) After Tax Carried to Bal- ance sheet 2,02,45,217.55 1,10,08,011.08 211,12,986.44 89,42,100.29

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

REVENUE-Standalone

During the year under review, your company registered a total revenue from operations on a standalone basis at र5832.88 Lakh as compared to र4219.75 Lakh in the previous year. Earnings before interest, tax, depreciation and amortization on standalone basis stood at र772.76 Lakh as compared to र539.10 Lakh in the previous year.

REVENUE-Consolidated

During the year under review, your company registered a total revenue from operations on a consolidated basis at र6117.94 Lakh Crores as compared to र4610.92 Lakh in the previous year.

PROFIT/LOSS-Standalone

During the year under review, Companys profit after tax on standalone basis stood at र202.45 Lakh as compared of र110.08 Lakh in the previous year. This was possible due to proper utilization of resources, procurement, planning and good demand in the market.

PROFIT/LOSS -Consolidated

During the year under review, Companys net profit after tax stood at र211.12 Lakh, as compared to र89.42 Lakh in the previous year on consolidated basis. During the financial year under review, management gave immense focus upon the capacity utilization, predictive maintenance, new part development etc, which resulted into improvement in machine performance and adding more value to business.

During the financial year under review, there is no change in the nature of business of the Company.

Your Board of Directors would like to inform that as on March 31, 2019 there is a Subsidiary Company named as ‘WONDER PRECISION PVT. LTD (Pune) whose financial performances are detailed in this report. Also, the company is having an Associate Company named as ‘KRANTI SFCI PVT. LTD. (Rajkot) whose necessary information is mentioned in this report.

3. DIVIDEND:

Your Directors has not recommended any dividend for the current financial year.

4. TRANSFER TO RESERVES:

Being a profit, during the year, the Company has transferred amount to Reserve & Surplus Account.

5. CAPITAL STRUCTURE OF THE COMPANY

During the financial year under review, the Authorized Share Capital of the Company was Rs.10,00,00,000/- (Rupees Ten Crores only), and the Issued, Subscribed and Paid-up Share Capital of the Company stood at र8,80,20,000/- (Rupees Eight Crore Eighty Lacs and Twenty Thousand only) divided into 88,02,000 shares of Rs 10 each.

During the period under review, the company has issued shares through Initial Public Offering of 23,19,000 equity shares of face value of र10 each, at an offer price of र37.00 per equity share for cash, aggregating र858.03 Lakh ("public offer") comprising of a fresh issue of 17,52,000 equity shares aggregating up to र648.24 Lakh ("fresh issue")and an offer for sale of 5,67,000 equity shares by Mrs. Basanti Vora (the "promoter group selling shareholder") aggregating to र209.79 Lakh ("offer for sale").

Apart from above, there was no change in the capital structure of the Company.

6. DETAILS OF SUBSIDIARIES & ASSOCIATE:

The Company is having a Subsidiary and Associate Companies whose details are given below:

Name of the Entity Nature Date on becoming a subsidiary/associate Date of cessation of subsidiary
WONDER PRECISION PRIVATE LIMITED Subsidiary March 31, 2013 NA
KRANTI SFCI PRIVATE LIMITED Associate December 17,2018 NA

7. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANY:

Name of the Subsidiary WONDER PRECISION PRIVATE LIMITED
Date March 31, 2013
Percentage of Capital held by the 97 %
Company
Reporting period of subsidiary March 31, 2019
Authorised share capital र1,00,000/-
Paid-up share capital र1,00,000/-
Turnover र3,07,27,951.29
Profit/Loss Before Tax (PBT) र14,03,004.34
Less: Taxes:
(a) Current Tax -
(b) Deferred Tax र4,51,161.15
Profit After Tax (PAT) र9,51,843.19
Report on performance ‘WONDER PRECISION PRIVATE LIMITED (Subsidiary Company) has performed good in respect of turnover. With this, the company has managed to book marginal Profit after tax to Rs. 9.51 Lac. The Board takes a serious note on the same and taking remedial action to reduce the overall cost, thereby increasing the profits in coming years

8. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANY:

Name of the Associates KRANTI SFCI PRIVATE LIMITED
Date December 17, 2018
Percentage of Capital held by 30%
the Company
Reporting period of Associates March 31, 2019
Authorised share capital र50,00,000/-
Paid-up share capital र50,00,000/-
Turnover र 1,41,105.00
Profit/Loss Before Tax (PBT) र -3,14,429.51
Less: Taxes:
(a) Current Tax -
(b) Deferred Tax र 1,29,358.91
Profit After Tax (PAT) र -1,85,070.60
Report on performance KRANTI SFCI PRIVATE LIMITED was incorporated on December 17, 2018, hence this is the first year of the company financial, the company started its operations on March 11, 2019

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS: During the year, following Directors are acting on the Board of Company:

Sr No Name of the Directors DIN 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 Shashikant Vishnupant Bugde 01490772 Independent Director
5 Prakash Vasant Kamat 07350643 Independent Director
6 Pramod Vinayak Apshankar 00019869 Independent Director

KEY MANAGERIAL PERSONNEL: In terms of Section 203 of the Act, following are the Key Managerial Personnel (KMP) of the Company:

Sr. No Name of the KMP Designation
1 Sheela Dhawale Chief Financial Officer
2 Bhavesh Selarka Company Secretary and Compliance officer

The remuneration and other details of the KMP for the FY 2018-19 are provided in the extract of the Annual Return which forms part of this Directors Report.

10. RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of the section 149, 152 and other applicable provisions of the Companies Act, 2013. Mrs Indubala S Vora (DIN 02018226) director of the Company will retire by rotation in the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her appointment for the consideration of members of the Company in the ensuing Annual General Meeting.

11. COMMITTEE OF BOARD:

The Company had constituted such committees as required under the Companies Act, 2013 along with the related rules made thereunder read with Listing Obligations & Disclosure Requirements Regulations, 2015 in the board meeting held on 23rd December, 2015.

The Company has listed its security on SME platform of BSE limited on 28th February, 2019

Following Committees are functional :

(A) Audit Committee;

(B) Nomination and Remuneration Committee;

(C) Stakeholders Relationship Committee

In addition to above, the Board has also adopted below mentioned policies:

(i) Vigil Mechanism and Whistle Blower Policy;

(ii) Code of Conduct for Directors and Senior Management;

(iii) Code of Conduct for Independent Directors;

(iv) Insider Trading Policy;

(v) Code of Fair Disclosure of Unpublished Price Sensitive Information

(vi) Policy for Determination of Materiality

(vii) Policy on Materiality of Related Party Transactions

(viii) Corporate Social Responsibility (CSR) Policy

All above named policies and codes are available on our website

(www.krantiindustries.com)

(A) AUDIT COMMITTEE:

The Composition of the Audit Committee and the meetings attended by each of the members, as on 31 March 2019 is given below. Four Audit Committee meetings were held on 4th June, 2018, 30th August, 2018, 3rd December, 2018, March 31 2019 during the financial year 2018-19, under review.

Name of the Director Position in the Committee No. of meeting attended
Shashikant Bugde Chairman 4
Pramod Apshankar Member 4
Sachin Vora Member 4

Mr. Shashikant Bugde, Chairman of the Audit Committee and the Company Secretary of the Company shall act as the Secretary to the Audit Committee. The present constitution of the Audit Committee meets the requirements of the regulation 18 of the Listing Obligations & Disclosure Requirements Regulations, 2015 and Section 177 of the Companies Act, 2013. The Audit Committee Policy are available on our website

(https://www.krantiindustries.com/policies.html)

(B) NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee comprised of the following members as on March 31, 2019:

Name of the Director Position in the Committee
Pramod Apshankar Chairman
Shashikant Bugde Member
Prakash Kamat Member

During the year under review there is no such appointment, therefore Nomination and Remuneration Committee meeting was not required.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the related rules made thereunder read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter referred to as "SEBI Regulations"), the Board of Directors of the Company has constituted the Nomination and Remuneration Committee to perform such role as prescribed under the Companies Act, 2013 and SEBI Regulations.

The Nomination and Remuneration Policy are available on our website: (https://www.krantiindustries.com/policies.html)

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Composition of the Stakeholders Relationship Committee comprised of the following members as on March 31, 2019:

Name of the Director Position in the Committee
Pramod Apshankar Chairman
Shashikant Bugde Member
Prakash Kamat Member
Sachin Vora Member

Bhavesh Selarka is performing as the Secretary to the Committee.

Bhavesh Selarka, who is also the Compliance Officer under LODR, may be contacted at:

KRANTI INDUSTRIES LIMITED

At Gat No. 267/B/1, Post Pirangut,

Taluka-Mulshi, District Pune- 412 115

Tel (020) 66755676

E-mail: cs@krantiindustries.com

No complaints were received during the year under review.

Vigil Mechanism and Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy, as part of Vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in the violation of or in conflict with the business interest of the company. During the year, there have been no complaints received.

Code of Conduct for Prevention of Insider Trading:

The Company has adopted the Revised Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations on March 29, 2019, pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and (Amendment) Regulations, 2019. The Revised Code lays down guidelines for procedures to be followed and disclosures to be made while dealing with the shares of the Company in order to further strengthen the framework for prevention of insider trading to facilitate legitimate business transactions. The Chief Financial Officer has been appointed as the Compliance Officer for the implementation of and overseeing compliance with the Regulations and the Code across the Company. The Company has also adopted the Code of Corporate Disclosure Practices for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information, as required under the Regulations. The Company Secretary has been designated as the Chief Investor Relations Officer under this code.

Corporate Social Responsibility (CSR) Policy:

At present the company is not covered under CSR provisions as per criteria laid down under section 135(1) of the Companies Act, 2013 and therefore no such expenditure has been incurred during the year as prescribed under section 135(5) of the Companies Act, 2013.

12. MEETINGS OF BOARD:

During the year, sixteen (16) meetings of the Board of Directors were held, all the directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time, details of which are given below:

Sr. No Date of Meeting Board Strength No. of Directors Present
1 25.04.2018 6 6
2 08.06.2018 6 6
3 30.08.2018 6 6
4 17.09.2018 6 6
5 24.09.2018 6 6
6 11.10.2018 6 6
7 12.11.2018 6 6
8 16.11.2018 6 6
9 03.12.2018 6 6
10 14.12.2018 6 6
11 20.12.2018 6 6
12 31.12.2018 6 6
13 21.01.2018 6 6
14 04.02.2019 6 6
15 26.02.2019 6 6
16 20.03.2019 6 6

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT:

During the period under review there are noticeable material changes and commitments impacting the financial position of the Company between the end of the financial year and the date of this report which are listed below:

• Purchase of Land for expansion : The Company, in the process of increasing its production capacity, has acquired Land admeasuring 3837.50 Sq mtrs situated at Gat No 1121 to 1123/1126 to 1129, Plot No 4, Pirangut, Tal. Mulshi, Dist Pune 412115 as per the decision made by the Board of Directors in meeting dated 20th March 2019. The total cost of the Land acquired is approx. Rs. 365.00 Lakh for which the company has borrowed funds from M/s Aditya Birla Finance Limited as approved by the Board of Directors in meeting dated April 1, 2019

14. EXTRACT OF THE ANNUAL RETURN:

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 14, an extract of the Annual Return in prescribed Form MGT-9 is enclosed as Annexure I to this report.

15. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013.

16. DEPOSITS:

During the period under review, the Company has accepted deposits from its members in relation to which the process prescribed under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 was also duly followed and complied. Details are given below:

The details of deposits covered under Chapter V of the Act are as under:

Balance at the begin- ning of the year Deposit accepted during the year Total amount of Deposited Amount re- paid during the year Amount re- maining with Company (Matured but Not Claimed) Interest paid during the FY
3,01,87,000 8,45,000 3,30,32,000 1,34,30,000 1,96,02,000 31,54,771

There has been no default in repayment of deposits or payments of interest thereon during the year, the Company has paid र31,54,771/- towards the deposit interest during the year.

17. AUDITORS:

APPOINTMENT /RE-APPOINTMENT / RESIGNATION OF STATUTORY AUDITOR:

A. RESIGNATION OF STATUTORY AUDITOR:

The Auditors, M/s. Siddharth Bogawat and Associates, Chartered Accountants, Pune (Firm Registration No.: 131626W), has tendered his resignation to continue to be auditor of the Company stating that he does not hold the Peer Review Certificate which is a mandatory in nature for the proposed SME Listing Process of the Company, thus considering the above requirement Board has accepted its resignation dated 5th October,2018.

The Board hereby places its appreciation for the outstanding contribution made by M/s Siddharth Bogawat and Associates, Chartered Accountants, Pune during his tenure.

B. APPOINTMENT OF STATUTORY AUDITOR ON CASUAL VACANCY CAUSED DUE TO RESIGNATION OF EARLIER AUDITOR

The Auditors, M/s. A D V & Associates, Chartered Accountants, Mumbai

(Firm Registration No. : 128045W), appointed as the Statutory Auditors of the Company for the financial year 2018-19, to fill the casual vacancy caused due to the resignation of earlier auditor of the Company namely M/s. Siddharth Bogawat & Associates, Chartered Accountants (Firm Registration No. : 131626W), from Pune, and also to hold such office of the Auditors until the conclusion of the next Annual General Meeting on such remuneration and reimbursement of all other out of pocket expenses whenever incurred, as may be decided by the Board.

C. APPOINTMENT OF STATUTORY AUDITOR

The Auditors, M/s. A D V & Associates, Chartered Accountants, Mumbai (Firm Registration No. : 128045W), holds its office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, and they have also expressed their willingness for the same.

The Notes on accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

18. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s H J Patel and Co., Practicing Company Secretary to undertake the Secretarial Audit for the F.Y. 2018-19. The Secretarial Audit Report for F.Y. 2018-19 is Annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

19. COST AUDITOR:

During the period under review, Cost Audit is not applicable to the Company.

20. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

21. GREEN INITIATIVE:

Pursuant to section 101 and 136 of the Act read with Companies (Management and Administration) Rules 2014, the Company can send Notice of Annual General Meeting, financial statements and other communication in electronic forms. Your Company is sending the Annual Report including the Notice of Annual General Meeting, audited financial Statements, Directors Report along with their annexure etc. for the Financial Year 2018-19 in the electronic mode to the shareholders.

Electronic copies of the annual report 2018-19 and notice of the 24th AGM are sent to all members whose email address registered with the Company

22. E-VOTING/BALLOT VOTING

In terms of requirements of the Companies Act, 2013 and the relevant rules made thereunder, the Company has provided ‘remote e-voting (e-voting from a place other than venue of the AGM) facility through Instavote – Linkintime Platform as an alternative, for all members of the Company to enable them to cast their votes electronically, on the resolutions mentioned in the notice of the 24th Annual General Meeting (AGM) of the Company.

23. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, a Risk Management Policy has been framed by the Board at its meeting dated May 30, 2016. In terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy. Our senior management identifies and monitors the risk on regular basis and evolves process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.

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 business 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.

During the year, the Company has carried annual risk survey across the organizations to get inputs of key risks in achieving business objectives, their impact on growth and mitigation actions to minimize such impact. The Company also regularly assess business environment including external as well as internal indicators along with assessments by market segments, growth of top clients, monetary risk and credit risk.

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.

24. GENERAL SHAREHOLDERS INFORMATION:

Annual General Meeting 24th Annual General Meeting
Date Friday, 23rd August 2019
Time 03.00 PM
Venue Manohar Mangal Karyalay (Manohar Ban-
quets) 31/1, Mehendale Garage, Gulawani
Maharaj Road, Erandwane, Pune – 411004
Financial Year 01st April 2018 to 31st March 2019
Date of Book Closure 16th August 2019 to 23rd August 2019
(Both Days Inclusive)
Dividend Payment Date NA
Listing on Stock Exchanges BSE – SME
Stock Code 245459
ISIN 911T01010
CIN U29299PN1995PLC095016

Note : Company has paid Annual Listing fees for the year 2019-20 to BSE Ltd.

25. MARKET INFORMATION:

Market price data – monthly highest/lowest from the date of listing upto June 30, 2019 on the BSE of the Companys Equity shares is given hereunder:

Date Open High Low Close No. of Shares No. of Trades Total Turnover
Feb-19 35.25 37 35.25 36.95 5,70,000 183 2,09,65,050
Mar-19 38 38 34.5 36.05 300000 78 1,08,02,100
Apr-19 36.5 40.9 36.25 39.5 306000 99 1,17,37,950
May-19 39 41 30.6 37.5 297000 96 1,11,28,200
Jun-19 37.1 37.1 35.1 37 90000 30 32,55,900

This information is complied from the data available from the website of BSE Ltd.

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

The management of your Company would like to share the highlights of its performance on the conservation of energy, technology absorption, foreign exchange earnings and outgo, as below:

A. CONSERVATION OF ENERGY/ RESOURCES:

The Company is continuously striving 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. Few steps are listed below:

• Conservation of natural resources like electricity, oil and fuel.

• Use of natural lighting and natural ventilation

• Encouraging green building initiatives

• Rain water harvesting and water conservation.

• Reduce, reuse, recycle of waste and eco-friendly waste disposal

Steps taken or impact on conservation of energy:

The Company has considered and implemented various processes for conservation of energy like usage of LED light at workshop. Identify the Compressed Air Losses due to leakages and rectify it on regular Basis.

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

The Company makes every possible effort to save the energy thus it used secondary sources to reduce daily consumption of electricity, inside the company, receives abundant sunlight and natural air circulation. Capital investment on energy conservation equipments: The Company has not directly made any capital investment for energy conservation whereas the company has entered into the agreement with a developer and installed rooftop solar system, for which the company will be purchasing the generated power.

Water Management: As an effort towards conservation of water the company has taken necessary steps in rainwater harvesting. The Company has a storage capacity of around 2,00,000 Litres of rainwater.

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 is committed to providing a safe and health workplace to our employees, contractors and achieving high standards of environmental protection.

B. TECHNOLOGY ABSORPTION:

With the globally changing business environment, it is necessary to have developed technology. The Company has obtained appropriate technology which has resulted in product improvement, cost reduction, product development, etc.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earnings during the year under review is NIL.

Foreign exchange outgo during the year is given below:

Particulars During F.Y 2018-19 During F.Y 2017-18
Spares for Repairs 0.00 2,16,077.42
Travelling Expense 2,12,030.00 2,29,406.00
Advance for Capital Goods 98,65,200.00 47,60,800.00

Value of imports calculated on CIF basis:

Particulars During F.Y 2018-19 During F.Y 2017-18
Capital Goods 2,55,49,123.81 14,89,119.00
Raw Material 1,93,638.90 0.00

27. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The directors had 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 affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) The directors had taken proper and adequate 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 detecting fraud and other irregularities.

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

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The Company has not made any Inter-Corporate Loans, provides guarantees or securities or made any investments during the period under review as referred to under Section 186 of the Companies Act, 2013 and the rules made there under. However, the company has given corporate guarantee on behalf of its associate company "KRANTI SFCI PRIVATE LIMITED" to Siemens Financial Services Private Limited on January 31, 2019 for aggregate amount not exceeding Rs. 1,00,00,000.00 (Rs. One Crore Only)

29. PARTICULARS OF RELATED PARTY TRANSACTIONS:

During the financial year under review, the Company has entered into transactions with its Subsidiary Company (Wonder Precision Private Limited); such related party transactions were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Subsidiary Company, which could have a potential conflict with the interests of the Company. In this regards, Form No. AOC-2 is annexed as Annexure-‘II to this report.

30. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Internal Control Systems and their adequacy:

The management has put in place effective Internal Control Systems to provide reasonable assurance for:

• Safeguarding assets and their usage.

• Maintenance of Proper Accounting Records

• 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 and authority.

• 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 Audit System.

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

• The Company has an Auditor to ensure compliance and effectiveness of the Internal Control Systems in place.

• 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.

• 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.

31. PERFORMANCE EVALUATION:

The Board evaluates the performance of Non-executive and Independent Directors every year. All the Non-Executive and Independent Directors are eminent personalities having wide experience in the field of Business, Industry, Law and Administration. Their presence on the Board is advantageous and fruitful in taking business decisions.

32. PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Companies (Particulars of Employees), Rules 1975, in respect of employees of the company and Directors is furnished in Annexure-IV. There are no employees drawing remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

33. OTHER DISCLOSURES:

Since the company has not issued any Sweat Equity Shares, Equity Shares with differential voting rights and issue of shares under employees stock option scheme, the details are not given.

• The company had not made any purchase of shares or given any loans for purchase of shares.

• The company had not made any buy- back of shares.

• The company has adhered to the Secretarial Standards and made disclosures in relation to the Boards Report for the year under review.

• There are no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the companys operations in future.

• There are no further or typical areas of risks or concerns outside the usual course of business foreseeable. Internal control systems are found to be adequate and are continuously reviewed for further improvement.

34. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report on the business of the Company for the year ended March 31, 2019 is annexed as Annexure III to this 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.

35. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, treatment that prescribed in an Accounting Standard has been followed

36. ENVIRONMENT & SAFTEY:

The Company is very conscious of the need to protect environment. The company is taking all possible steps for safeguarding the environment.

37. 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.

38. INSURANCE:

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

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already formulated a Policy to prevent Sexual Harassment of Women at Workplace. In addition to above, there were no such cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

40. CORPORATE GOVERNANCE:

The Company has been exempted from reporting on Corporate Governance as per Regulation 15 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

However, the Board of Directors has obtained certificate on Compliance of Corporate Governance from the Statutory Auditors.

41. FUTURE OUTLOOK:

Management is confident of meeting all the challenges of the changing business environment.

42. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the continued support and co-operation from shareholders, customers, suppliers, banks, government authorities, vendors, financial institutions and such other business associates.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and employees without whose dedication your Company could not have achieved the years milestone.

For and on behalf of Board of Directors
KRANTI INDUSTRIES LIMITED
Sd/- Sd/-
SACHIN SUBHASH VORA SUMIT SUBHASH VORA
(CHAIRMAN & MANAGING DIRECTOR) (WHOLE TIME DIRECTOR)
(DIN: 02002468) (DIN: 02002416)
DATE: JULY 26, 2019
PLACE: PUNE