kriti nutrients ltd share price Directors report


Dear Members,

Your Directors are pleased to present their 27th Directors Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year ended on 31st March, 2023.

FINANCIAL HIGHLIGHTS

The summarized financial highlights for the year v/s-a-v/s the previous year are as follows:

(Rs In Lakhs )

PARTICULARS

31.03.2023 31.03.2022
Revenue from Operations 79,687.14 75,288.02
Other Income 443.74 335.38
Total Revenue 80,130.88 75,623.40
Operating Expenses 76,568.06 73,356.28
EBITDA 3,562.82 2,267.12
Finance Cost 353.24 210.55
Depreciation 416.35 373.41

Profit/ (Loss) before Exceptional Items and Tax 2,793.24 1,683.16

Exceptional Items 0.00 0.00
Profit/ (Loss) before Tax 2,793.24 1,683.16
Tax Expenses
(a) Current and Earlier year Taxes 716.00 455.36
(b) Deferred Tax (2.58) (2.72)
Profit/ (Loss) after Tax 2,079.82 1,230.52
Profit/(Loss) from discontinued operations 0.00 0.00
Tax expenses on discontinued operations 0.00 0.00

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31st March, 2023, your Company has achieved an operational turnover of

Rs.79,687.14 Lakhs as compared to Rs.75,288.02 Lakhs in the previous Financial Year, and the Profit after Tax is Rs.2,079.82 Lakhs as compared to Profit after Tax ofRs. 1,230.52 Lakhs in the previous Financial Year.

DIVIDEND

Your directors were pleased to recommend a dividend @ 25% (Rs.0.25/-per equity shares of Re. 1/- each on 5,01,03,520 Equity Shares) for the Financial Year 2022-23 aggregating to Rs.125.26 Lakhs (Previous year @ 18% [Rs.0.18 per equity shares of Re. 1/- each on 5,01,03,520 Equity Shares aggregating to Rs.90.19 Lakhs]) payable to those Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under review.

TRANSFER TO RESERVES

During the year, the Company has transferred Rs. 200.00 Lakhs (Previous year Rs. 125.00 Lakhs) to the general reserves, other than that no amount has been transferred to any other reserve.

SHARE CAPITAL & LISTING OF SHARES

Your Board are pleased to inform and appraise that, the Companys Equity Shares are also additionally listed on NSE Platform w.e.f. 7th October, 2022 apart from BSE Platform in order to provide more liquidity to the stakeholders of the company. Trading Symbol is KRITINUT in the NSE. The paid-up Equity Share Capital as on 31st March 2023 was Rs. 501.04 Lakhs divided into 5,01,03,520 equity shares of Re. 1/- each. There is no change in Equity Share Capital of the Company during the year, the shares of the Company are listed and regularly traded at the trading platform of BSE Ltd and National Stock Exchange of India Ltd.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March,2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No. Particulars

Amt in Rs
1. Details of Deposits accepted during the year Nil
2. Deposits remaining unpaid or unclaimed at the end of the year Nil
3. Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4. Deposits not in compliance with law N.A.
5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

There is no deposit which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

Directors liable to retire by rotation seeking reappointment:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,

Shri Saurabh Singh Mehta (DIN: 00023591) Director of the Company as director liable to retire by rotation and is eligible for re-appointment.

Managing and Whole-time Directors:

Following directors have been re-appointed at the 25th Annual General Meeting held on 7thAugust, 2021:

1. Shri Shiv Singh Mehta (DIN: 00023523) as the Chairman and Managing Director of the company for a further period of 5 (Five) years w.e.f. 12th January, 2022 to 11th January, 2027 and for attaining the age of 70 years during the tenure.

2. Shri Saurabh Singh Mehta (DIN: 00023591) as the Whole-time Director of the company for a further period of 5 (Five) years w.e.f. 1st August, 2022 to 31 st July, 2027.

INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that the independent directors meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations 2015. All the Independent Directors have also registered themselves with Independent

Directors Databank.

Your Board would like to inform that, the second term of Mr. Rakesh Kalra and Mr. Manoj Fadnis the Independent Director(s) would expire on 15.05.2024, and the board is in search of Independent Director in place of them who is also the registered as an Independent Director with IICA.

During the year under review, the company has not appointed any Independent Director, therefore, the statement regarding opinion of the Board with regard to integrity, expertise and experience of the Independent Director appointed during the year is not applicable.

Pursuant to the provision of section 149(10) of the Companies Act, 2013 a term of 5(five) consecutive years on the Board of the Company of Mr. Chandrasekharan Bhaskar, (DIN:00003343), as Independent Directors will be completed on 15th May, 2024. However, he is eligible for re-appointment on passing of special resolution for a second term of 5 (five) consecutive years. Therefore, the Board at their meeting held on 22nd July, 2023 upon the recommendation of the Nomination and Remuneration

Committee has recommended his re-appointment w.e.f. 16th May, 2024 to 15th May, 2029. Your Board of directors recommends to pass necessary special resolution to that effect as set out in the notice of the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnels (KMPs) of the Company during the period under review: i. Mr. Shiv Singh Mehta (DIN 00023523), Chairman and Managing Director, ii. Mr. Saurabh Singh Mehta (DIN 00023591), Whole-time Director, iii. Mr. Shashank Belkhede, Chief Financial Officer (Superannuated w.e.f. 21st July, 2022), iv. Mr. Indrajeet Singh Arora, Chief Financial Officer (Appointed w.e.f. 9th November, 2022 and ceased w.e.f. 30th November, 2022) v. Mr. Nitin Chhariya, Chief Financial Officer (Appointed w.e.f. 3rd February, 2023) vi. Mr. Raj Kumar Bhawsar, Company Secretary and Compliance Officer.

There is no change in the KMPs of the Company except as stated above during the period under review.

BOARD EVALUATION

The Board of Directors of the Company is committed to getting its performance evaluated in order to identify its strengths and areas in which it may improve its functioning.

To that end, the Nomination and Remuneration Committee (NRC) has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of the performance of Executive Directors is done by Independent

Directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The related appointment/re-appointment/ continuation of Directors on the Board shall be based on the outcome of the evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the NRC in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

MEETINGS

During the year total Five (5) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the

Meetings was within the period prescribed under the

Companies Act, 2013/SEBI (LODR) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment of Directors, KMPs and Senior Management Personnel and for determination of their remuneration. The salient features of the Nomination & Remuneration Policy is stated in the Corporate Governance Report. The Nomination & Remuneration Policy is duly approved by the Board has been posted on the Companys website http://kritinutrients. com/

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has the following Four (4) committees: i). Audit Committee ii). Nomination and Remuneration Committee iii). Stakeholders Relationship Committee iv). Corporate Social Responsibility Committee

Apart from the aforesaid committees, the Company has also constituted Investment and Finance Committee and Internal Complain Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. A detailed note on the Committees is provided in the Corporate Governance Report.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

During the period under review, the Company did not have any Subsidiary, Associate Company or Joint Venture.

Therefore, disclosure in the Statement pursuant to section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-I is not applicable to the company. However, your company is a subsidiary of Sakam Trading Private Limited which holds about 52.09% of the total paid-up capital of the company.

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions entered on an arms length basis and in the ordinary course of business. There are no materially significant party transactions made by the Company with Promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. Since, there is no material related party transactions in the company. Therefore, the company is not required to annex Form AOC-2 with this report.

Separate disclosure as per regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the report. The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Companys website http://kritinutrients. com/. Your Company has passed an Ordinary Resolution at 26th AGM held on 17thAugust, 2022 under Regulation 23 of the SEBI (LODR) Regulations, 2015 read with section 188 of the Companies Act, 2013 for entering into transactions for transfer of resources etc. with the related Parties.

Pursuant to SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22/11/2021, Your board is proposing to pass an Ordinary Resolution in the ensuing Annual General Meeting for material related party transaction related to transfer of resources with the Related Party.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as

"Annexure A" and forms a part of this Report. The salient features of CSR policy are stated in the aforesaid Report on CSR activities. The policy on CSR duly approved by the Board has been posted on the Companys website http:// kritinutrients.com/.

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the

Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Directors Report is given in "Annexure B" to this Report. A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended may be obtained by request to the Company Secretary of the Company at cs@kritiindia.com.

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a. detailed as below:

Name & Designation of Employee

Mr. Saurabh Singh Mehta Whole-time Director

Remuneration Received

Rs.143.95 Lakhs

Nature of employment

Contractual

Qualification & Experience of the Employee

B.E., MBA

Date of commencement of employment

26/12/2009

Age

42 years

Past Employment Details

N.A.

% of the Equity shares held by the Employee in the

30,440 equity shares of Re. 1/- each (0.06%)

Company

Name of Director or

Mr. Shiv Singh Mehta and

Manager of the Company, relative of such Employee

Mrs. Purnima Mehta

None of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director. Except Shri Saurabh Singh Mehta, as he is drawing remuneration more than that drawn by Shri Shiv Singh Mehta, Chairman and Managing Director of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure C" and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the Loans, Guarantees and Investment are given in the notes to the Financial Statements. Hence no further disclosure is being given here to avoid repetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance is appended and forms a part of this report alongwith the certificate of Disqualification of Directors received from Practicing Company Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place.

The Companys Risk Management process focus on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for A. adequate safeguards against victimization of persons who use the Vigil Mechanism; and B. direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available on the Companys website http://kritinutrients.com/and have also been provided as "Annexure D" of part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -a) that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that the Directors have selected such accounting policies and applied them consistently and have made judgment 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 ended 31st March, 2023 and of the profit of the Company for that period; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the operating effectively. f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the

Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and . thetimelypreparationofreliablefinancialinformation The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance with the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, their compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Significant thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the

Internal Auditors.

The Board has implemented systems to ensure compliance with all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliance of such applicable laws and regulations.

During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company as at March 31, 2023 is available on the Companys website and can be accessed at https://kritinutrients.com/annual-return

AUDITORS AND THEIR REPORT

The shareholders at their 25th Annual General Meeting (AGM) held on 7thAugust, 2021 upon the recommendation of Audit Committee and Board of Directors of the company had appointed of M/s M Mehta & Co, Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors to hold office for a term of 5 consecutive years from the conclusion of 25th or material

AGM till the conclusion of 30th AGM to be held in the year 2026 on such remuneration as may be mutually decided by the Auditors and Board of Directors of the company as per the provisions of section 139 of the Companies Act, 2013. As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2022-23 referred to in the Auditors Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

COST AUDITOR

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed Mr. S.P.S. Dangi, Cost Accountant, (FRN 100004) Indore to conduct the Audit of the Cost Accounting records for the financial year 2022-23.

The Board on the recommendation of the Audit Committee, at its meeting held on 25th May, 2023 has appointed Mr. S.P.S. Dangi, Cost Accountant, (FRN 100004) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2023-24. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration of Rs. 35,000/-payable to Cost Auditors for the financial year 2023-24 for ratification by the Members in the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the year 2021-22 to the Central Government.

SECRETARIAL AUDITOR

and regulationsas Pursuant to the provisions of section 204 of the Companies

Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board appointed M/s. Ajit Jain & Co., Company Secretaries, Indore to conduct Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended 31st March 2023 in Form MR-3 is attached as "Annexure E" and forms part of this Report. The Report of the Secretarial

Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments. Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 25thMay, 2023 has re-appointed M/s. Ajit Jain & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2023-24.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

orders were passed by the No significant

Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount of Rs. 2,39,668/- and Rs. 2,33,457/- for the year 2014-15 and 2015-16 respectively have been transferred to IEPF within the due date as specified in the Notice of the AGM and 1,06,712 and 21,682 equity shares of face value of Rs. 1/- each of the respective shareholders on which no dividend is claimed for a consecutive 7 (Seven) years are also transferred to IEPF Authority as per the requirement of the IEPF rules. The details related to dividend remains unpaid-unclaimed in the Company have been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Companys website at http://kritinutrients. com/ The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the

Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received during the year.

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing

AGM will be conducted through Video Conferencing/OAVM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice of the Meeting.

GENERAL

Your Directors state that during the year under review: a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme. b) Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary. c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013. d) Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate

Action within prescribed timelines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013; e) There were no revisions in the Financial Statement and Boards Report; f) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31st March, 2023, to which the financial statements relate and the date of this report. g) The company has not filedany application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review. h) There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review. i) There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

ACKNOWLEDGEMENT

Your directors place on record, their sincere appreciation and gratitude for all the cooperation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working of the Company.

For and on behalf of the Board of Directors

Shiv Singh Mehta
Date: 22nd July, 2023 Chairman and Managing Director
Place: Indore (DIN: 00023523)