kritika wires ltd share price Directors report


Dear Members,

Your Directors are pleased to present the 19th (Nineteenth) Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2023.

STATE OF COMPANYS AFFAIRS

Our journey towards excellence began over 19 years ago in the year 2004. With a wide array of quality driven product, we have earned the trust and admiration of customers nationwide. In the past few years, your Company has faced unprecedent challenges with the world economy going into a tailspin in the wake of the Covid 19 pandemic and war breaking out between Russia and Ukraine.

Despite these disruptions which left the global economy grappling with myriad challenges, your company continued to walk the growth path it had charted for itself.

Financial Highlights

The Financial Statements are prepared and presented in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 notified under section 133 read with sub-section (1) of section 210A of the Companies Act, 2013 ("the Act") and guidelines issued by the Securities and Exchange Board of India (SEBI), as applicable.

Financial highlights of the Company during the year under review are as under:

Amount in Lakhs (Rs.)

Particulars

Year ended 31s‘ March, 2023 Year ended 31s‘March, 2022

Total Income

28676.09 24,642.91

Total Expenses

27896.11 24,087.86

Profit or Loss before Extraordinary items and Exceptional items

779.98 555.05

Less: Exceptional Items

- -

Less: Extraordinary Items

- -

Profit before tax

779.98 555.05

Less: Current tax

199.53 163.02

Less: Deferred tax

(18.13) (10.59)

Profit after Tax

598.58 402.62

Other Comprehensive Income

(2.67) 12.10

Total Comprehensive Income for the period/year

595.91 414.72

During the year under review, the performance of the Company was satisfactory. The total income during the year under review has increased by 16.37% from Rs. 24,642.91 lakhs in the previous to Rs. 28,676.09 lakhs. The Profit Before Tax (PBT) was Rs. 779.981akhs against Rs. 555.05 lakhs in the previous year. The Profit After Tax (PAT) was Rs. 598.58 lakhs against Rs. 402.62 lakhs in the previous year.

In the coming year, managements focus shall continue to be on expanding specialty and improving internal efficiencies.

Change in nature of business

There was no change in the nature of business of the Company during the year.

Management Discussion and Analysis

The Companys business activity primarily falls within a single business segment i.e., manufacturing, exporting and supplying of industrial steel wires and galvanized wires. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report.

DIVIDEND

In contrary to the Financial Year 2021-22, your Board of Directors have decided to utilize the profit of the Company to internally strengthen the financial position of the Company so as to make the best use of the future opportunity and lead your Company to future growth and success.

Hence, the Board of Directors has not recommended any dividend for the Financial Year 2022-23.

Transfer of unpaid & Unclaimed Dividends & Shares to Investor Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), there are no unpaid & unclaimed dividend pending with the Company, hence, there is no amount transferred to IEPF.

RESERVES

During the year under review, your Directors have not proposed to transfer any amount to Reserves. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.kritikawires.com.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being made for conservation of energy and minimizing power cost.

Technology Absorption:

We are well aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people from time to time to make them well acquainted with the latest technology.

Foreign Exchange Earning and Outgo:

The Company creating a network across the globe through export of its products.

During the year under review, the details of foreign exchange earnings and outgo are as given below:

(Rs. In lakhs)

Particulars

Financial Year 2022-23 Financial Year 2021-22

Earning in Foreign Currencies

254.33 533.82

Expenditure in Foreign Currencies

3015.10 4,174.84

RISK MANAGEMENT

The Company has a risk management framework comprising risk governance structure and defined risk management process. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.

LOANS. GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or made any investment under provisions of Section 186 of the Companies Act, 2013. However, the particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

RELATED PARTIES TRANSACTIONS

All contacts/arrangements/transactions entered by the Company with its Related Parties are preapproved by the Audit Committee. All Related Parties Transactions are placed before the Audit Committee for review on a quarterly basis.

AH related party contracts/arrangements/transactions as specified under Section 188 (1) of the Act, entered into during the Financial Year 2022-2023 were in the ordinary course of the business of the Company and were on arms length basis. Your Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material. Thus, there are no transactions required to be reported in Form AOC-2. Further, during the year under review, there were no materially significant related party transactions made by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large. The Board has taken on record all transaction with related parties.

The policy on Related Party Transactions is uploaded on the Companys website www.kritikawires.com.

BOARD OF DIRECTORS, COMMITTEES AND MANAGEMENT

Composition

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee are in accordance with Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable.

Appointment /Re-appointment

The tenure of Mr. Hanuman Prasad Agarwal (DIN: 00654218), Managing Director, Mr. Ankush Agarwal (DIN: 08071021), Whole-time Director and Mr. Naresh Kumar Agarwal (DIN: 01020334), Chairman cum Whole-time Director, has expired on 10th May, 2023.

Considering the knowledge, expertise, experience, skills and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors had proposed their re-appointment for further period of 3 (three) years w.e.f., 11th May, 2023, subject to approval of members at the Annual General Meeting.

Resignation

Mr. Rajesh Kumar Choudhary (DIN: 00675074) and Mrs. Radhika Vyas (DIN: 08139930), Non-Executive Independent Directors of the Company resigned from the Board w.e.f. 14th August, 2023.

Retirement bu Rotation

Pursuant to Section 152 of the Companies Act, 2013,at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mr. Naresh Kumar Agarwal (DIN: 01020334), Chairman cum Whole-time Director, being the longest in the office among the Directors liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for re-appointment.

The brief resume and other details relating to Mr. Naresh Kumar Agarwal (DIN: 01020334) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling ensuing Annual General Meeting.

Meetings of the Board

The details of Board and Committee Meetings held during the Financial Year ended on 31st March, 2023 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report. The maximum time gap between any two Board Meetings was not more than 120 days as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

The details of meeting of Independent Directors are set out in the Corporate Governance Report which forms part of this report.

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations from all the Independent Directors confirming their independence as per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a programme for familiarising the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives.

Further, at the time of appointment of an Independent Director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The details of programmes for familiarisation for Independent Directors are available on the website of the Company at www.kritikawires.com.

Annual Evaluation of Boards Performance

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your 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 / loss of the company for that period;

c) the directors had 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 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; and

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.

Key Managerial Personnel

The Key Managerial Personnelof the Company as on 31st March, 2023are:

S. No.

Name

Designation

1.

Mr. Naresh Kumar Agarwal

Chairman and Whole-time Director

2.

Mr. Hanuman Prasad Agarwal

Managing Director

3.

Mr. Ankush Agarwal

Whole-time Director

4.

Mr. Anand Kumar Sharma

Chief Financial Officer

5.

Mr. Mahesh Kumar Sharma

Company Secretary & Compliance Officer

During the year under review, there has been no change in the Key Managerial Personnel.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of the whistleblower who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have been denied access to the Audit Committee of the Board.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company atwww.kritikawires.com.

NOMINATION AND REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy is available on the website of the Company at www.kritikawires.com. Further the salient features of the policy are given in the Report of Corporate Governance forming part of this Annual Report.

SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Companys Subsidiary, Joint Venture or Associate during the Financial Year 2022-23.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITSADEOUECY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS

Statutory Auditors

M/s G.P. Agrawal & Co. (FRN: 302082E) Chartered Accountants, have been appointed as Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of 15th Annual General Meeting till the conclusion of 20th Annual General Meeting to be held in the year 2024.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditor Report to the members for the year ended 31stMarch, 2023 does not contain any qualification, reservation, adverse remark or disclaimer. Also, there has been no instance of fraud reported by the Statutory Auditors for the period under review.

Internal Auditors

As recommended by the Audit Committee, the Board of Directors had re-appointed M/s. M. Kumar Jain & Co., Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2022-23 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had reappointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2022-23 in the prescribed Form MR-3 is appended as Annexure - A to this Boards Report.

Cost Audit

The Company has maintained cost records for the products as specified by the Central Government under sub-section (1) of Sectionl48 of the Companies Act, 2013.M/s. Sohanlal Jalan and Associates, Cost Accountants, has carried out the cost audit of the Company for the Financial Year 2022-2023.

The Board of Directors of the Company, on the recommendations made by the Audit Committee, have re-appointed M/s. Sohanlal Jalan and Associates, Cost Accountants, as the Cost Auditors of the Company to conduct the audit of cost records for the financial year 2023-24. M/ s. Sohanlal Jalan and Associates, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2023-24.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with a certificate received from the Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during theyear under review impacting the going concern status and the operations of the Company in future.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal ) Act, 2013 (POSH Act) and Rides made thereunder , your Company have constituted

Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace.

During the year under review, no complaint was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure- B forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY 1CSR1

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies(Corporate Social Responsibility Policy) Rules, 2014,your Company has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR projects are given as Annexure - C to this Report.

SHARE CAPITAL

Equity Shares

The paid-up Equity Share Capital as on 31stMarch,2023 was Rs. 17,75,20,000/- divided into 8,87,60,000 Equity Shares of Rs. 2/- each. Dining the year under review, the Company has obtained approval of members for sub-division / split of shares from face value of Rs. 10/- to face value of Rs. 2/- each.

Sweat Equitu Shares

In terms of Sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Opiums

In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

OTHER DISCLOSURES

Secretarial Standards

The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Companys executives, staff and workers.

For and on behalf of the Board

Sd/- Sd/-
Naresh Kumar Agarwal Hanuman Prasad Agarwal
Chairman cum Whole-time Managing Director

Place: Kolkata

Director (DIN: 00654218)

Date: 6th September, 2023

(DIN: 01020334)