KRITI INDUSTRIS (INDIA) LTD.

Transcription

1 KRITI INDUSTRIS (INDIA) LTD. 27TH ANNUAL REPORT

2 Board of Directors Shri Shiv Singh Mehta, Managing Director Smt. Purnima Mehta Executive Director Dr. Swatantra Singh Koari Shri Rakesh Kalra CA Manoj Fadnis Shri Chadrasekharan Bhaskar Auditors Rakesh Kumar & Associates Chartered Accountants "Navratan", 128-R, Khatiwala Tank,Indore (M.P.) Bankers State Bank of India IDBI Bank Ltd. Bank of India HDFC Bank Ltd. The Cosmos Co-Operative Bank Limited Company Secretary Smt. Priyanka Gupta Registered Office Mehta Chambers, 34, Siyaganj, Indore (M.P.) Corporate Support Center Chetak Chambers, 4 Floor, 14 RNT Marg, Indore (M.P.) Share Transfer Agent M/s Ankit Consultancy Pvt. Ltd. 60, Electronic Complex, Pardeshipura, Indore (M.P.)

3 NOTICE NOTICE IS HEREBY GIVEN at e 27 Annual General Meeting of e Members of KRITI INDUSTRIES (INDIA) LIMITED will be held on Tuesday, 12 September, 2017 at P.M. at Corporate Support Center of e Company situated at 4 Floor Chetak Chambers, 14 R. N. T. Marg, Indore (M.P.) to transact e following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt e Audited Financial Statements togeer wi Directors Report as also e st Auditors Report ereon for e year ended 31 March, st 2. To declare dividend on e equity shares for e Financial Year ended on 31 March, Dr. S.S. Koari (DIN ), who is liable to retire by rotation, has not offered himself for reappointment and is vacancy be not filled. To consider and if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 139 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014 M/s Rakesh Kumar & Associates, Chartered Accountants (FRN C), appointed as auditors of e company which was subject to ratification at every Annual General Meeting, be and is hereby ratified to hold e office from e conclusion of is Annual General Meeting till e conclusion of 30 Annual General Meeting of e company to be held in e year 2020 on such remuneration as may be fixed by e Board. SPECIAL BUSINESS 5. Ratification of Remuneration to Cost Auditor To consider and if ought fit to pass wi or wiout modification(s) e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to sections 148(3) and oer applicable provisions, if any, of e Companies Act, 2013 read wi e Companies (Audit & Auditors) Rules, 2014 (including any statutory modification or reenactment ereof, for e time being in force) Shri S.P.S Dangi, Cost Accountant (FRN ), appointed as Cost Auditor by e Board of Directors of e Company to conduct an audit of e Cost Records of e st Company for e financial year ending 31 March, 2018 be paid e remuneration as set out in e statement annexed to e notice. Place: Indore Date: 11 May, 2017 Kriti Industries (India) Ltd CIN L25206MP1990PLC Regd. Office: Mehta Chamber, 34 Siyaganj, Indore (M.P.) By order of e Board Priyanka Gupta Company Secretary 01 Annual Report

4 Annual Report KRITI INDUSTRIES (INDIA) LIMITED Notes: 1. A member entitled to attend and vote at e Annual General Meeting (e Meeting ) is entitled to appoint a proxy to attend and vote instead of himself and e proxy need not be a member. The instrument appointing e proxy should, however, be deposited at e registered office of e company not less an forty eight hours before e commencement of e meeting. A person can act as a proxy on behalf of e members not exceeding fifty and holding in aggregate not more an ten percent of e total share capital of e Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any oer person or shareholder. 2. The business set out in e Notice will be transacted rough electronic voting system and e company is providing facility for voting by electronic means. Instructions and oer information relating to e-voting are given in is Notice under Note No A statement pursuant to Section 102(1) of e Companies Act, 2013 relating to e Special Business to be transacted at e Meeting is annexed hereto. The Company has notified closure of Register of Members and Share Transfer Books from Wednesday, 6 September, 2017 to Tuesday, 12 September, 2017 (bo days inclusive) for e Annual General Meeting. 4. Relevant documents referred to in e accompanying notice are open for inspection by e members at e Registered office or Corporate Support Center of e Company on all working days between A.M. to 1.00 P.M. up to e date of meeting. 5. Members desirous of obtaining any information concerning Accounts and Operations of e Company are requested to address eir questions in writing to e Company at least 7 days before e date of e Meeting so at e information required may be made available at e Meeting. 6. Electronic copy of e Annual Report 2017 is being sent to e members whose Ids are registered wi e Company/Depository Participant(s) for communication purpose unless any member has requested for a physical copy of e same. 7. Pursuant to Section 125 of e Companies Act, 2013 e amount of dividend remaining unpaid and unclaimed for a period of seven years from e due date is required to be transferred to e Investor Education and Protection Fund (IEPF), constituted by e Central Government. The Company has not declared any dividend for e financial year i.e, no unpaid and unclaimed dividend amount pertaining to dividend for e year was transferred to Investor Education and Protection Fund of e Central Government during e financial year In compliance wi e provisions of section 108 of e Act and Rules framed ere under and in compliance wi regulation 44 of SEBI (LODR) Regulations, 2015, e Members are provided wi e facility to casts eir vote electronically, rough e e voting services provided by NSDL, on all resolutions set for in is Notice. 9. The remote e-voting period commences on Saturday, 9 September, 2017 (9:00 A.M. IST) and ends on Monday, 11 September, 2017 (5:00 P.M. IST). During is period members of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date Tuesday, 5 September 2017, may cast eir vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting ereafter. Once e vote on a resolution is cast by e member, e member shall not be allowed to change it subsequently The instructions for e-voting are as under: A. In case a Member receives from NSDL (for Members whose addresses are registered wi e Company/Depositories): (i) Open and open PDF file viz; remote e-voting.pdf wi your Client ID or Folio No. as password. The said PDF file contains your user ID and password/pin for remote e-voting. Please note at e password is an initial Password (ii) Launch internet browser by typing e following URL: (iii) Click on Shareholder Login (iv) Put user ID and password as initial password/pin noted in step (i) above. Click Login. (v) Password change menu appears. Change e password/pin wi new password of your choice wi minimum 8 digits/characters or combination ereof. Note new password. It is strongly recommended not to share your password wi any oer person and take utmost care to keep your password confidential. (vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. (vii) Select REVEN of Kriti Industries (India) Limited. (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted. 02

5 (x) Upon confirmation, e message Vote cast successfully will be displayed. (xi) Once you have voted on e resolution, you will not be allowed to modify your vote. (xii) Corporate / Institutional shareholders (i.e. oer an individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/ Auority letter etc. togeer wi attested specimen signature of e duly auorized signatory(ies) who are auorized to vote, to e Scrutinizer rough to kriti.scrutinizer@gmail.com wi a copy marked to evoting@nsdl.co.in B. In case a Member receives physical copy of e Notice of AGM [for members whose IDs are not registered wi e Company/Depository Participants(s) or requesting physical copy] : (I) Initial password is provided as below/at e bottom of e Attendance Slip for e AGM: REVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN (II) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above to cast vote. In case of any queries, you may refer e Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at e downloads section of or call on toll free no.: However, if you are already registered wi NSDL for remote e-voting en you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using Forgot User Details/Password or "physical User Reset Password" option available on In case shareholders are holding shares in demat mode, USER-ID is e combination of (DPID+ClientID) In case shareholders are holding shares in Physical mode, USER-ID is e combination of (Even No+Folio No) You can also update your mobile number and id in e user profile details of e folio which may be used for sending future communication(s). The voting rights of members shall be in proportion to eir shares of e paid up equity share capital of e Company as on e cut-off date of Tuesday, 5 September Any person, who acquires shares of e Company and become member of e Company after dispatch of e notice and holding shares as on cut-off date i.e. Tuesday, 5 September 2017, may obtain e login ID and password by sending a request at evoting@nsdl.co.in or RTA. A member may participate in e AGM even after exercising his right to vote rough remote e-voting but shall not be allowed to vote again at e AGM. A person, whose name is recorded in e register of members or in e register of beneficial owners maintained by e depositories as on e cut-off date only shall be entitled to avail e facility of remote e-voting as well as voting at e AGM rough ballot paper. CS Ishan Jain, Practicing Company Secretary (M. No. ACS & C.P. No ) and Proprietor of M/s. Ishan Jain &Co., Company Secretaries, Indore has been appointed for as e Scrutinizer for providing facility to e members of e Company to scrutinize e voting and remote e-voting process in a fair and transparent manner. The Chairman shall, at e AGM at e end of discussion on e resolutions on which voting is to be held, allow voting wi e assistance of scrutinizer, by use of Ballot Paper for all ose members who are present at e AGM but have not cast eir votes by availing e remote e-voting facility. The Scrutinizer shall after e conclusion of voting at e general meeting, will first count e votes cast at e meeting and ereafter unblock e votes cast rough remote e-voting in e presence of at least two witnesses not in e employment of e Company and shall make, not later an two days of e conclusion of e AGM, a consolidated scrutinizer s report of e total votes cast in favour or against, if any, to e Chairman or a person auorized by him in writing, who shall countersign e same and declare e result of e voting forwi. The Results declared alongwi e report of e Scrutinizer shall be placed on e website of e Company kiil.kritiindia.com and on e website of NSDL immediately after e declaration of result by e Chairman or a person auorized by him in writing. The results shall also be immediately forwarded to e BSE Limited, Mumbai. For any oer queries relating to e shares of e Company, you may contact e Share Transfer Agents at e following address: 03 Annual Report

6 M/s. Ankit Consultancy Pvt. Ltd. 60, Electronic Complex, Pardeshipura, Indore (M.P.) Tel: , / Members may also note at e Notice of e 27 AGM and e Kriti Industries (India) Ltd. Annual Report will be available on e Company s website kiil.kritiindia.com. Members who require communication in physical form in addition to e-communication, or have any oer queries, may write to us at: info@kritiindia.com. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 The following Explanatory Statement sets out all material facts relating to e Business mentioned at Item No. 5 of e accompanying Notice: Item No. 5 On e recommendations of e Audit Committee, e Board has appointed Shri S.P.S. Dangi, Cost Accountant as e Cost st Auditor to conduct e audit of e cost records of e Company for e financial year ending on 31 March, 2018 on a remuneration of Rs /- (Rupees Twenty Five Thousand only). In accordance wi e provisions of Section 148 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014, e remuneration as mentioned above, payable to e cost auditor is required to be ratified by e shareholders of e Company. The Board recommends e aforesaid resolution for approval of e members. None of e Directors of e Company, e key managerial personnel of e Company or eir relatives are concerned or interested in e aforesaid ordinary resolution. The Board recommends e ordinary resolution as set out in Item No. 5 of e notice for approval. Place: Indore Date: 11 May, 2017 Kriti Industries (India) Ltd CIN L25206MP1990PLC Regd. Office: Mehta Chamber, 34 Siyaganj, Indore (M.P.) By order of e Board Priyanka Gupta Company Secretary Annual Report

7 D I R E C T O R S ' R E P O R T KRITI INDUSTRIES (INDIA) LIMITED Your Directors have e pleasure in presenting e 27 Annual Report togeer wi Audited Financial Statements of st e Company for e year ended on 31 March, FINANCIAL RESULTS st The performance of e Company for e financial year ended 31 March, 2017 is summarized below: STATE OF COMPANY S AFFAIRS The Company has achieved a total turnover of Rs lacs (Rs lacs ) and Profit before Tax Rs lacs (Rs lacs ) and Profit after Tax of Rs lacs( Rs lacs ). During e year company had completed modernization and relaying of plant in September, 2016, which has affected operations. October- December, 2016 quarter working was also impacted due to Demonetization and lack of liquidity in e market. The sales momentum gradually revived from mid January, The Company has commenced commercial production on October 27, 2016 in Unit II at e existing location at Piampur, Madhya Pradesh, to manufacture Water Tanks and CPVC Pipies/Fittings. It is expected at demand will peak up in F.Y and company will be able to derived full benefits of modernization and relaying of plant by improving operational efficiency. DIVIDEND Particulars Your directors are pleased to recommend a dividend 15% (Rs. 0.15/-per equity shares of Rs. 1/- each on Equity Shares) for e Financial Year aggregating to Rs Lacs. Previous Year e Board of Directors of e company declared and paid interim (Rs. 0.18/-per equity shares of Rs. 1/- each on Equity Shares) absorbing a sum of Rs Lacs and e same was considered as final dividend. DIRECTORS RESPONSIBILITY STATEMENT To e best of eir knowledge and belief and according to e information and explanations obtained by em, your Directors make e following statements in terms of Section 134(3)(c) of e Companies Act, 2013:- st a) at in e preparation of e annual financial statements for e year ended 31 March, 2017, e applicable accounting standards have been followed along wi proper explanation relating to material departures, if any; b) at e Directors have selected such accounting policies and applied em consistently and have made judgment and estimates at are reasonable and prudent so as to give a true and fair view of e state of affairs of e st Company at e end of e financial year ended 31 March, 2017 and of e statement of profit and loss of e Company for at period; c) at proper and sufficient care has been taken for e maintenance of adequate accounting records in accordance wi e provisions of e Companies Act, 2013 for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; d) at e annual financial statements have been prepared on a going concern basis; Total Income Profit before Interest, Depreciation & Taxes Less: Interest Profit before depreciation Less: Depreciation Profit/ (Loss) Before Tax Provision for Taxation Net Profit/(Loss) (Rs. in Lacs) 05 Annual Report

8 e) at proper internal financial controls were in place and at e financial controls were adequate and were operating effectively. f) at e Directors have devised proper systems to ensure compliance wi e provisions of all applicable laws and at such systems are adequate and operating effectively. CORPORATE GOVERNANCE The Company has complied wi e mandatory provisions on Corporate Governance as prescribed in e Regulation 27 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 wi e Stock Exchanges. A separate report on Corporate Governance as per schedule V {C} of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 is included as a part of e Annual Report along wi e Auditors Certificate on its compliance. RELATED PARTY TRANSACTIONS All related party transactions at were entered into during e financial year were at arm s leng basis and were in e ordinary course of business. There were no materially significant related party transactions made by e Company wi Promoters, Directors, Key Managerial Personnel or oer designated persons which may have a potential conflict wi e interest of e Company at large. All Related Party Transactions are placed before e Audit Committee and ere after before Board for approval. Separate disclosure as per regulation 34 (3) and 53 (f) of SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015 is made in e report. CORPORATE SOCIAL RESPONSIBILITY In CSR account company was to incur Rs Lacs in e Financial Year , & and e outstanding st amount as on 31 March, 2017 is Rs During e year e Company made Rs lacs to Sakam Charitable Trust to its corpus for implementation of eligible CSR projects & activities on behalf of e company as covered in Schedule VII of e Companies Act, The Annual Report on CSR activities is annexed hereto as Annexure C and forms a part of is Report. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls, wi reference to financial statement. It has established e Standard Operating Procedure of SAP system, an integrated framework for managing risks and internal controls. The Internal Auditor, e Audit Committee as well as e Board of Directors conduct from time to time an evaluation of e adequacy and effectiveness of e system of internal controls. DIRECTORS In terms of Section(s) 149, 152 and all oer applicable provisions of e Companies Act, 2013, for e purpose of determining e directors liable to retire by rotation, e Independent Directors are not included in e total number of directors of e Company. Dr. S.S. Koari (DIN ), who is liable to retire by rotation, has not offered himself for reappointment and e vacancy is proposed not to be filled. The Board place on records its appreciation for valuable guidance and service rendered by Dr. S.S. Koari to e Company during his tenure. DECLARATION BY INDEPENDENT DIRECTORS Necessary declarations have been obtained from all e Independent Directors under sub-section (7) of Section 149 of e Companies Act, MEETINGS During e Financial year Four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in e Corporate Governance Report. The intervening gap between e Meetings was wiin e period prescribed under e Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulation, PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS Pursuant to e Provisions of e Companies Act, 2013 and as stipulated under Chapter IV (17) (10) SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015, e Board of Directors adopted a formal mechanism for evaluating its performance and as well as at of its Committees and individual Directors. A structured evaluation process covering various aspects of e Boards functioning such as Composition of e Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Annual Report

9 KRITI INDUSTRIES (INDIA) KRITI LIMITED INDUSTRIES (INDIA) LIMITED The evaluation of e Independent Directors was carried out by e entire Board and at of e Managing Director, Whole Time Director and e Non Independent Directors. The Directors were satisfied wi e evaluation results, which reflected overall engagement of e Board and its Committees wi e company. RECONSTITUTION OF COMMITTEE Pursuant to section 178 of e Companies Act, 2013 e Rules made ere under regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 e Board has re-constituted e Nomination & Remuneration Committee, Stakeholders Relationship Committee & CSR committee during e financial year AUDITORS AND AUDITOR REPORT Pursuant to e provisions of section 139 and oer applicable provisions, if any, of Companies Act, 2013 read wi Rule 3 of Companies (Audit and Auditors) Rules, 2014, Rakesh Kumar & Associates, Chartered Accountants (FRN C) appointed as auditors of e company which was subject to ratification at every Annual General Meeting till e conclusion of 30 Annual General Meeting of e company to be held in e year 2020 on such remuneration as may be fixed by e Board. The notes on Financial Statements referred to in e Auditors Report are self explanatory and do not call for any furer comments. COST AUDITOR Pursuant to Section 148 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014 your Directors had, on e recommendation of e Audit Committee, appointed Shri S.P.S. Dangi, proprietor of M/s S.P.S Dangi, st Cost Auditor (F.R.No ) to audit e cost accounts of e Company for e financial year ending 31 March, Resolution seeking Member s ratification for e remuneration payable to Shri S.P.S. Dangi, proprietor of M/s S.P.S Dangi, Cost Auditor (F.R.No ) is included at Item No.5 of e Notice convening e Annual General Meeting. SECRETARIAL AUDITOR Pursuant to e provisions of Section 204 of e Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, e Company has appointed M/s Kaushal Agrawal & Co., Practising Company Secretaries to undertake e Secretarial Audit of e Company for e Financial Year The Report of e Secretarial Audit Report is annexed herewi. SUBSIDARY COMPANY Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of e company, achieved gross turnover of Rs Lacs (Previous Year Rs Lacs) incurred a net loss of Rs (Previous Year Rs Lacs) during e year. Company is making its efforts to add new value added product/ diversification of product range at Ranjangaon plant to make it a profitable venture. A Statement containing e salient features of e financial statement of subsidiary as prescribed under e first proviso to sub-section (3) of section 129 of e Companies Act, 2013 read wi rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of e Annual Report. CONSOLIDATED FINANCIAL STATEMENTS In accordance wi e Companies Act, 2013 and Accounting Standard (AS)-21 Consolidated Financial Statements e audited Consolidated Financial Statements form part of e Annual Report. The Financial Statements of subsidiary Company has been prepared in e same form and manner as at of e Company. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of e Companies Act, 2013 are given in e Notes to e Financial Statements. STATUTORY INFORMATION PUBLIC DEPOSIT The company has not received/accepted any deposits from public during e year under review wiin e meaning of section 73 of e Companies Act, 2013, and e Companies (Acceptance of Deposits) Rules, 2014 and ere is no overdue 07 Annual Report

10 st unpaid/unclaimed deposit as at 31 March, PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE Disclosures pertaining to remuneration and oer details as required under Section 197(12) of e Act read wi Rule 5(1) of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of is report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO Information as per section 134(3)(m) read wi Rule 8 of e Companies (Accounts) Rules, 2014 is annexed hereto and forms part of is report. EXTRACT OF ANNUAL RETURN The extract of Annual Return in Form No. MGT-9 as required under Section 92 of e Companies Act, 2013 for e financial st year ending 31 March, 2017 is annexed hereto as Annexure D and forms part of is report. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a Vigil Mechanism/Whistle Blower Policy to deal wi instance of fraud and mismanagement, if any. The details of e Policy is explained in e Corporate Governance Report and also posted on e website of e Company. GENERAL Your Directors state at no disclosure or reporting is required in respect of e following items as ere were no transactions on ese items during e year under review: a) Issue of equity shares wi differential rights as to dividend, voting or oerwise. b) Issue of shares (including sweat equity shares) to employees of e Company under any scheme. c) Neier e Managing Director nor e Whole-time Directors of e Company receive any remuneration or commission from its subsidiary. d) No significant or material orders were passed by e Regulators or Courts or Tribunals which impact e going concern status and Company s operations in future. e) During e year under review, ere were no cases filed or reported pursuant to e Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, f) There was no amount required to be transferred to e Investor Education and Protection Fund by e Company st during e year ended 31 March ACKNOWLEDGEMENT Your Directors would like to express eir sincere appreciation for e assistance and co-operation received from e financial institutions, banks, Government auorities, customers, vendors and members during e year under review. Your Directors also wish to place on record eir deep sense of appreciation for e committed services by e Company s executives, staff and workers. Place: Indore By order of e Board, Date: 11 May, 2017 Kriti Industries (India) Ltd CIN L25206MP1990PLC Shiv Singh Mehta Regd. Office: Mehta Chamber, 34 Siyaganj, Managing Director Indore (M.P.) DIN Annual Report

11 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information as per Section 134(3)(m) read wi Rule 8 of e Companies (Accounts) Rules, 2014 and forming st part of e Directors Report for e year ended 31 March, A. CONSERVATION OF ENERGY I. Steps taken or impact on conservation of energy: a) Energy Conservation measures taken: (i) (ii) Energy conservation devices have been installed and e equipments are maintained properly to reduce energy consumption. New systems are being devised to reduce electric power, fuel and water consumption. b) Additional Investment and proposals for reduction of consumption of energy: By relocating, modifying e available equipment, energy, conservation measures are being implemented and major investments have not been made for equipments so far. c) Impact of above measures: The above measures have resulted in energy saving and subsequent decrease in e cost of production. B. TECHNOLOGY ABSORPTION 1. The efforts made towards technology absorption: A N N E X U R E -A The company has rough R & D developed processes adopted which helped in reducing e energy consumption. 2. Benefits derived like product improvement, cost reduction, product development or import substitution: Wi e installation of various additional equipments it was possible to achieve consistency in production and quality of products. 3. In case of imported technology (imported during e last ree years reckoned from e beginning of e financial year): Nil C. FOREIGN EXCHANGE EARNING & OUTGO 1. Earning FOB value of Exports 2. Outgoing a) CIF Value of Imports b) Expenditure in Foreign Currency 12 Mons period ended March, 2017 Nil ( Rs. in Lacs) 12 Mons period ended March, 2016 Nil Annual Report

12 A N N E X U R E -B DETAILS PERTAINING TO REMUNERATION 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 (I) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during e financial year , ratio of e remuneration of each Director to e median remuneration of e employees of e Company for e financial year and e comparison of remuneration of each Key Managerial Personnel (KMP) against e performance of e Company are as under: S. NO. Name of Director / KMP & Designation Remunartion for e FY (Rs. in Lacs) % increase/ (Decrease) in Remunartion in e FY Ratio of remuneration of each Director/ to median remuneration of employees Comparisionof e Remuneration of e KMP against e performance of e Company 1 Shri Shiv Singh Mehta Managing Director ( 29.52%) Profit after tax Decreased by % in FY Smt. Purnima Mehta ( 0.76%) Executive Director 3 Shri Vinod Kumar Mittal % Chief Financial Officer Not Applicable 4 Smt. Priyanka Gupta % Not Applicable Company Secretary ii) iii) The median remuneration of employees of e Company during e financial year was Rs Lacs In e financial year, ere was increase of Rs lacs in e median remuneration of employees; iv) There were 500 permanent employees on e rolls of Company as on March 31, 2017; v) The Profit before Tax for e financial year ended March 31, 2017 Decreased by 24.10%. vi) st The company has not come out wi public issue. The market capitalisation as on 31 March, 2017 was st Rs Crore (Rs Crore as on 31 March, 2016). vii) The variable remuneration of e Managing Director / Whole Time Director as a commission base on profit of e company. viii) The remuneration based on annual appraisals is paid as per e remuneration policy of e company. Annual Report

13 1. ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES A N N E X U R E -C Sr. No Particulars Average net profit of e company for last ree financial years Prescribed CSR expenditure (Two percent of e amount in Sr. No. 1 above) Prescribed CSR expenditure outstanding for e financial year Prescribed CSR expenditure outstanding for e financial year Total CSR Expenditure The Composition of e CSR Committee. a. Total amount spend during financial year b. amount unspent if any c. manner in which e amount spent during e financial year Reason for not spending e amount in its Board s Report A responsibility of e CSR committee Rs Lacs Rs Lacs Rs Lacs Rs Lacs Rs Lacs Shri Shiv Singh Mehta Smt. Purnima Mehta Shri Rakesh Kalra Rs Lacs Rs Lacs details given below Details The company has been working on identifying e projects for carrying out CSR activities. The company is now working on projects and e expenditure on ese projects shall be accounted for as and when incurred The Company transfer e sum of Rs Lacs (Twenty Five Lacs Rupees only) to Sakam Charitable Trust to its corpus for implementation of eligible CSR projects & activities on behalf of e company as covered in Schedule VII of e Companies Act, The implementation and monitoring of Corporate Social Responsibility policy, is in compliance wi CSR objectives and policy of e company 11 Annual Report

14 2. MANNER IN WHICH THE AMOUNT SPENT DURING THE FINANCIAL YEAR Sr. No. 1 2 CSR Project or Activity identified PROMOTING EDUCATION AND OTHER INITIATIVES PROMOTING EDUCATION AND OTHER INITIATIVES Sector in which e project e covered Clause (ii) of Schedule VII of e Companies Act, 2013:- Promoting Education Clause (i) & (ii) of Schedule VII of e Companies Act, 2013:- Promoting Project or Programs Scholarship to e Students. Jain Engineers Society Amount Outlay (budget) project or programs wise Rs Lacs Rs Lacs Amount spent on (budget) project or programs wise Rs. 2.91Lacs Rs Lacs Cumulative Expenditure Rs Lacs Rs Lacs Amount spent direct or rough implementing agency DIRECT DIRECT HEALTH CARE HEALTH CARE GENERAL EQUALITY PROMOTING EDUCATION AND OTHER INITIATIVES CSR PROJECTS &ACTIVITIES TOTAL Clause (i) of Schedule VII of e Companies Act, 2013:- HELTH CARE Clause (i) of Schedule VII of e Companies Act, 2013:- HELTH CARE Clause (iii) of Schedule VII of e Companies Act, 2013:- Promoting Gender Equality, Empowering Women Clause (i) & (ii) of Schedule VII of e Companies Act, 2013:- Promoting Education Schedule VII of e Companies Act, Free Ayurvedic camps to e public. Free Ayurvedic camps to e public. Awareness Program to Public Furniture to Bal Vidhya Mandir School. Indore Sakam Charitable Trust, Indore Rs Lacs Rs Lacs Rs Lacs Rs Lacs Rs Lacs Rs.1.42Lacs Rs Lacs Rs Lacs Rs Lacs Rs Lacs Rs.5.75 Lacs Rs Lacs Rs Lacs Rs Lacs Rs Lacs DIRECT IMPLEMENTING AGENCY:SAKAM CHAIRATABLE TRUST DIRECT DIRECT DIRECT Shiv Singh Mehta Chairman DIN Purnima Mehta Member DIN Annual Report

15 Form No. MGT-9 A N N E X U R E -D EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON [Pursuant to section 92(3) of e Companies Act, 2013 and rule 12(1) of e Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: CIN Registration Date Name of e Company Category/Sub-Category of e Company Address of e Registered office and contact details Wheer Listed Company Name, Address and Contact details of Registrar and Transfer Agent if any L25206MP1990PLC March, 1990 Kriti Industries (India) Limited Company having Share Capital Mehta Chambers, 34-Siyaganj, Indore , Tel. No Yes Ankit Consultancy Pvt. Ltd, Plot No. 60, Electronic Complex, Pardeshipura, Indore Tel. No , /99 ankit_4321@yahoo.com, info@ankitonline.com II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All e business activities contributing 10 % or more of e total turnover of e company shall be stated:- Name and Description of NIC Code of e % to total turnover Sr. No. Main products/services Product / Service of e company 1 Pipe % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - Name and Address CIN/GLN Holding /Subsidiary/ % of Shares Applicable Sr. No. of The Company Associate Held Section 1 Sakam Trading Pvt. Ltd. U65993MP1986PTC Holding 52.10% 2(46) 2 Kriti Auto & Engineering Plastics Pvt. Ltd. U25206MP2007PTC Subsidiary 100% 2(87) IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding No. of. Shares held at e beginning of No. of. Shares held at e end of Category of Shareholders e year e year A. Promoters (1) Indian Sub-Total (A)(1): Demat Physical Total Share % of Total Share Demat Physical Total Share % of Total Share % Change during & e year a) Individual / HUF b) Central Govt c) State Govt.(s) d) Bodies Corporate e) Banks / FI f) Any Oer Annual Report

16 Category of Shareholders (2) Foreign KRITI INDUSTRIES (INDIA) LIMITED No. of. Shares held at e beginning of Demat e year Physical Total Share % of Total Share No. of. Shares held at e end of Demat e year Physical Total Share % of Total Share % Change during & e year a) NRIs - Individuals b) Oer - Individuals c) Bodies Corporate d) Banks / FI e) Any Oer Sub-Total (A)(2) Total Shareholding of Promoters (A) = (A)(1)+(A)(2) B. Public Shareholding (1) Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Oers (specify) Sub-total (B)(1):- 2. Non- Institutions a) Bodies Corp. b) Individuals i) Indian ii) Overseas i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Oers (NRI & OCB) d) Oer (Clearing Member) Sub-total (B)(2):- Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total(A+B+C) (0.08) (0.65) (0.21) Annual Report

17 (ii) Shareholding of Promoters Sr. No Total Shareholder's Name No. of Shares Shareholding at e beginning of e year % of Total Shares of e Company % of Shares Pledged encumbered to total shares No. of Shares Shareholding at e end of e year % of Total Shares of e Company % of Shares Pledged encumbered to total shares % Change during & e year Sakam Trading Pvt. Ltd Chetak Builders Pvt. Ltd Shri Shiv Singh Mehta Smt. Purnima Mehta Smt. Raj Kumari Koari Smt. Devki Hirawat Shri Saurabh Singh Mehta (iii) Change in Promoters' Shareholding (please specify, if ere is no change) Sr. No No. of Shares Shareholding at e beginning of e year % of total Shares of e Company Shareholding at e end of e year No. of Shares % of total Shares of e Company 1 At e beginning of e year Date wise Increase / Decrease in Promoters Share holding during e year specifying e reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No Change 3 At e End of e year (iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs): Sr. No For Each of e Top 10 Shareholders No. of Shares Shareholding at e beginning of e year % of total Shares of e Company Shareholding at e end of e year No. of Shares % of total Shares of e Company 1 Praveen Kumar Kasliwal Bhavesh Shah Chartered Finance And Leasing Limited Rahul Chandrasingh Mehta Jyoti Kasliwal Varsha Bhavesh Shah Rajeev Jawahar Kamlaben Babulal Jain Sheetal Rahul Mehta Sandeep Bipin Chandra Jhaveri Sanjay Koari Annual Report

18 Sr. No KRITI INDUSTRIES (INDIA) LIMITED (v) Shareholding of Directors and Key Managerial Personnel: For Each of Director And KMP No. of Shares Shareholding at e beginning of e year % of total Shares of e Company Shareholding at e end of e year No. of Shares % of total Shares of e Company 1 Shri Shiv Singh Mehta, Managing Director Smt. Purnima Mehta, Whole-time Director Dr. S.S. Koari, Director Shri Rakesh Kalra, Independent Director CA Manoj Fadnis, Independent Director Chandrasekharan Bhaskar, Independent Director Shri Vinod Kumar Mittal, Chief Financial Officer Smt. Priyanka Gupta, Company Secretary & Compliance Officer V. INDEBTEDNESS Indebtedness of e Company including interest outstanding/accrued but not due for payment Secured Loans Unsecured Loans Deposits Particulars excluding deposits VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sr. No. Particulars of Remunaration Name of MD/TWD /Manager Shri Shiv Singh Smt. Purnima Mehta Mehta (MD) (WHD) (Rs. in lacs) Total Indebtedness Indebtedness at e beginning of e financial year I) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during e financial year Addition Reduction Net Change Indebtedness at e end of e financial year I) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) (Rs. in lacs) Total Amounts 1 Gross salary (a) Salary as per provisions contained in section 17(1) of e Income-tax Act,1961 (b) Value of perquisites u/s17(2) Income-tax Act, (c) Profits in lieu of salary under section 17(3) Income- tax Act, Stock Option 3 Sweat Equity 4 Commission as % of profit oers, specify Employer s Provident Fund Total (A) Annual Report

19 B. Remuneration to oer directors: Sr. No Particulars of Remuneration Name of Directors 1 Independent Directors KRITI INDUSTRIES (INDIA) LIMITED Shri Rakesh Kalra C.A. Manoj Fadnis Shri Chandrasekharan Bhaskar (Rs. in lacs) Total Amount Fee for attending board/committee meetings Total (1) Oer Non-Executive Directors Dr. S. S. Koari Fee for attending board/committee meetings C. Remuneration to Key Managerial Personnel oer an MD/Manager/WTD S. No Particulars of Remuneration Key Managerial Personnel 1 Gross salary (a) Salary as per provisions contained in section 17(1) of e Income-tax Act, 1961 (b) Value of perquisites u/s17(2) Income-taxAct, 1961 (c) Profits in lieu of salary under section17(3) Income-taxAct, Stock Option 3 Sweat Equity 4 Commission- - as % of profit - oers, specify 5 Oers, please specify Total VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Penalty Punishment Compounding Total (2) Total (B)=(1+2) Total Managerial Remuneration (A+B) Section of e Companies Act, 2013 Brief Description Shri Vinod Kumar Mittal, CFO Smt. Priyanka Gupta, CS Details of Penalty Punishment /compounding fees imposed COMPANY / DIRECTORS / OTHER OFFICERS IN DEFAULT Total Amount NIL NIL NIL Auority (RD) NCLT/ COURT) (Rs. in lacs) Appeal made, if any (give details Place: Indore By order of e Board Date: 11 May, 2017 Kriti Industries (India) Ltd CIN L25206MP1990PLC Shiv Singh Mehta Regd. Office: Mehta Chamber, 34 Siyaganj Managing Director Indore (M.P.) DIN Annual Report

20 SECRETARIAL AUDIT REPORT FORM NO. MR-3 SECRETARIAL AUDIT REPORT st FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2017 [Pursuant to section 204(1) of e Companies Act, 2013 and Rule No.9 of e Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, KRITI INDUSTRIES (INDIA) LIMITED CIN- L25206MP1990PLC Mehta Chambers, 34-Siyaganj, Indore (M.P.) We have conducted e secretarial audit of e compliance of applicable statutory provisions and e adherence to good corporate practices by KRITI INDUSTRIES (INDIA) LIMITED (hereinafter called e Company) having CIN- L25206MP1990PLC Secretarial Audit was conducted in a manner at provided us a reasonable basis for evaluating e corporate conducts/statutory compliances and expressing our opinion ereon. Based on our verification of e Company s books, papers, minute books, forms and returns filed and oer records maintained by e Company and also e information provided by e Company, its officers, agents and auorized representatives during e conduct of secretarial audit, we hereby report at in our opinion, e Company has, during e audit period covering e financial year ended on 31st March 2017, complied wi e statutory provisions listed hereunder and also at e Company has proper Board-processes and compliance-mechanism in place to e extent, in e manner and subject to e reporting made hereinafter: We have examined e books, papers, minute books, forms and returns filed and oer records maintained by KRITI st INDUSTRIES (INDIA) LIMITED for e financial year ended on 31 March, 2017 according to e provisions of: i. The Companies Act, 2013 (e Act) and e rules made ereunder; ii. The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and e rules made ereunder; iii. The Depositories Act, 1996 and e Regulations and Bye-laws framed ereunder; iv. Foreign Exchange Management Act, 1999 and e rules and regulations made ereunder to e extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; v. The following Regulations and Guidelines prescribed under e Securities and Exchange Board of India Act, 1992 ( SEBI Act ):- a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable as e Company does not have any Employee Stock Option Scheme and Employee Stock Purchase Scheme. e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not applicable as e Company does not have any listed debt securities. f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding e Companies Act and dealing wi client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and Not applicable as e Company has not delisted its equity shares from any stock exchange during e financial year under review. h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable as e Company has not bought back any of its securities during e financial year under review. vi. The laws as are applicable specifically to e Company are as under: a) The Environment (Protection) Act, 1986; Annual Report

21 b) The Water (Prevention and Control of Pollution) Act, 1974; c) The Air (Prevention and Control of Pollution) Act, 1981; d) The Hazardous Waste (Management, Handling & Transboundary Movement) Rules, 2008 e) Factories Act, 1948 f) Industrial Disputs Act, 1947 g) The Payment of Wages Act, 1936 h) The Minimum Wages Act, 1948 i) The Employees State Insurance Act, 1948 j) The Employee Provident Fund And Miscellaneous Provision Act, 1952 k) The Payment of Bonus Act, 1965 l) The Payment of Gratuity Act, 1972 m) Contract Labour (Regulation And Abolition) Act, 1970 n) The Industrial Employment (Standing Orders) Act, We have also examined compliance wi e applicable clauses of e following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements/ regulations entered into by e Company wi BSE Limited; During e period under review e Company has complied wi e provisions of e Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We furer report at: - The Board of Directors of e Company is duly constituted wi proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in e composition of e Board of Directors at took place during e period under review were carried out in compliance wi e provisions of e Act. Adequate notice is given to all Directors to schedule e Board Meetings, agenda and detailed notes on agenda were sent generally for seeking and obtaining furer information and clarifications on e agenda items before e meeting and for meaningful participation at e meeting. Majority decision is carried rough while e dissenting members views, if any, are captured and recorded as part of e minutes. We furer report at ere are adequate systems and processes in e Company which commensurate wi e size and operations of e Company to monitor and ensure compliance wi applicable laws, rules, regulations and guidelines. We furer report at during e audit period:- 1. The Members have accorded eir consent to e Board of Directors at e Annual General Meeting held on August 11, 2016 for e following: - a) to ratify e remuneration of Mr. S.P.S Dangi, Cost Accountant (FRN ), cost auditors of Company appointed by e Board of Directors of e Company to conduct an audit of e Cost Records of e Company for e financial st year ending 31 March, 2017 on a remuneration of Rs. 25,000/- (Rupees Twenty Five Thousand only). b) to re-appoint Mr. Shiv Singh Mehta (DIN: ) as a Managing Director of e Company for e term of 5 years on e recommendation of Nomination and Remuneration Committee and Board of Directors of e Company. c) to re-appoint Mr. Purnima Mehta (DIN : ) as a Whole time Director of e Company for e term of 3 years on e recommendation of Nomination and Remuneration Committee and Board of Directors of e Company. d) to appoint Mr. Chandrasekharan Bhaskar (DIN: ) as a Independent Director of e Company for e term of 5 years on e recommendation of Nomination and Remuneration Committee and Board of Directors of e Company. e) to adopt new set of Articles of Association pursuant to section 14 of e Companies Act For : Ashish Karodia & Company Company Secretary KRITI INDUSTRIES (INDIA) LIMITED CS Ashish Karodia M No CP No Place : Indore Date : 11 May Annual Report

22 CORPORATE GOVERNANCE REPORT COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE The Kriti Industries (India) Limited (Kriti) is committed to e adoption of best governance practices. The company s vision document spells out a direction for e policies and procedures which ensure long terms Sustainability. Value creation for stakeholders is us a continuous endeavor at Kriti. On e same lines e Company has always followed fair business and corporate practices while dealing wi e shareholders, employees, customers, creditors, lenders and e society at large. In harmony wi is philosophy, e Company relentlessly strives for excellence by bench marking itself wi esteemed companies wi good corporate governance. Your company is compliant wi all e provisions SEBI (LODR) Regulations, The details of compliance are as follows: 1. The Governance Structure: Kriti s governance structure is based on e principles of freedom to e executive management wiin a given framework to ensure at e powers vested in e executive management are exercised wi due care and responsibility so as to meet e expectation of all e stakeholders. In line wi ese principles, e Company has formed ree tiers of Corporate Governance structure, viz.: (i) The Board of Directors - The primary role of e Board is to protect e interest and enhance value for all e stakeholders. It conducts overall strategic supervision and control by setting e goals & targets, policies, governance standards, reporting mechanism & accountability and decision making process to be followed. (ii) Committees of Directors - such as Audit Committee, Nomination & Remuneration Committee, CSR Committee and Risk Management Committee etc. are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees, implementation and monitoring of CSR activities. (iii) Executive Management The entire business including e support services are managed wi clearly demarcated responsibilities and auorities at different levels. 2. BOARD OF DIRECTORS A. Composition of Board The Board of directors of e company consists of an optimum combination of executive, non-executive and independent directors, to ensure e independent functioning of e Board. The composition of e Board also complies wi e provisions of e Companies Act, 2013 and e Listing Regulations, SEBI (LODR), 2015 As at e end of corporate financial year , e total Board consists of Six (6) directors, out of which for (4) are non-executive directors and out of e four (4) non-executive directors ree (3) are independent Director. The composition of e Board of directors and e number of Board Committee in which ey are chairman/ member as on st 31 March, 2017 are as under: Name Shri Shiv Singh Mehta Smt. Purnima Mehta CA Manoj Fadnis Shri Rakesh Kalra Dr. S.S. Koari Shri Chandrasekharan Bhaskar* Category No. of Directorship in oer public Limited Companies No. of Committee Position held in oer Public Limited Companies Chairman Member Promoter & Managing Director Two NIL Three Promoter & Executive Director One Two One Independent & Non-Executive Director One Two Independent & Non-Executive Director Five One Six Non-Executive Director Independent & Non-Executive Director Four NIL Six NIL NIL One NIL *Shri Chandrasekharan Bhaskar was appointed as Independent Director w.e.f 12 May, Annual Report

23 During e year under review, Four (4) meetings of e Board of directors were held. The dates of e meetings were decided in advance and key information was placed before e Board. The Board of Directors meetings were held on 12 May, 2016, 11 August, 2016, 10 November, 2016, 06 February, B. Selection and Appointment/Reappointment of Director: The Nomination & Remuneration Committee have approved a Policy for e Selection, Appointment and Remuneration of Directors. Directors are appointed or re-appointed wi e approval of e shareholders and shall remain in office in accordance wi e provisions of e law and e retirement policy laid down by e Board from time-to-time. C. Meetings, agenda and proceedings etc. of e Board Meeting Director attendance record of Board meetings and last Annual General Meeting are as under: Name of Directors No. of Board Meeting held during e year KRITI INDUSTRIES (INDIA) LIMITED No. of Board Meeting Attended Attendance at e last AGM held on11 August, 2016 Shri Shiv Singh Mehta 4 4 Yes Smt. Purnima Mehta 4 4 Yes Dr. S.S. Koari 4 1 No CA Manoj Fadnis 4 4 Yes Shri Rakesh Kalra 4 4 Yes Shri Chandrasekharan Bhaskar 4 3 Yes D. Separate Meeting of Independent Directors: As stipulated by e Code of Independent Directors under e Companies Act, 2013 and e Listing Regulations, a separate meeting of e Independent Directors of e Company was held on 6 February, 2017 to review e performance of Non-independent Directors (including e Chairman) and e entire Board. E. Agenda: All e meetings are conducted as per well designed and structured agenda. All e agenda items are backed by necessary supporting information and documents (except for e critical price sensitive information, which is circulated separately or placed at e meeting) to enable e Board to take informed decisions. Agenda also includes minutes of e meetings of all e Board, Committees and Subsidiaries for e information of e Board. F. Support and Role of Company Secretary: The Company Secretary is responsible for convening e Board and Committee meetings, preparation and distribution of Agenda and oer documents and recording of e Minutes of e meetings. G. Board Evaluation: During e year, e Board started a formal mechanism for evaluating its performance and effectiveness as well as at of its Committees and individual Directors. The exercise was carried out rough a structured evaluation process covering various aspects of e Boards functioning such as composition of e Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The Directors were satisfied wi e evaluation results, which reflected e overall engagement and effectiveness of e Board and its Committees. H. Code of Conduct: All e Board members and senior management personnel have confirmed compliance wi e code. A declaration to at effect signed by e Managing Director is attached and forms part of e Annual Report of e Company. I. Prevention of Insider Trading Code: As per SEBI (Prohibition of Insider Trading) Regulation, 2015, e Company has adopted a Code of Conduct for Prevention of Insider Trading. The trading window is closed during e time of declaration of results and occurrence of any material events as per e code. The Company has appointed Company Secretary as Compliance Officer, who is responsible for setting for procedures and implementation of e code for trading in Company s securities. During e year under review ere has been due compliance wi e said code. 21 Annual Report

24 J. Disclosure of Relationship between Directors inter-se: Name Shri Shiv Singh Mehta Shri Shiv Singh Mehta Smt. Purnima Mehta Smt. Purnima Mehta Dr. S.S. Koari Dr. S.S. Koari KRITI INDUSTRIES (INDIA) LIMITED K. No. of Shares held By Non- Executive Director CA Manoj Fadnis Shri Rakesh Kalra Smt. Purnima Mehta Name of e Director Relationship Spouse Son in law Spouse Daughter Faer Faer in law Designation Name of oer Directors in Inter-se relationship Smt. Purnima Mehta Dr. S.S. Koari Shri Shiv Singh Mehta Dr. S.S. Koari Smt. Purnima Mehta Shri Shiv Singh Mehta Dr. S.S. Koari - CA Manoj Fadnis - Shri Rakesh Kalra - Shri Chandrasekharan Bhaskar - L. Web Link: kiil.kritiindia.com 3. AUDIT COMMITTEE (a) Terms of reference: The Board has constituted a well-qualified Audit Committee. All e members of e Committee are Non-Executive Directors wi majority of em are Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. The Company Secretary acts as secretary to e committee. The Audit Committee has adequate powers and detailed terms of reference to play effective role as required under e provisions of section 149 of e Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 entered into wi e Stock Exchanges. (b) Constitution and Composition: st The Audit Committee of e Company as on 31 March, 2017 comprises of e following Directors of e Company. Name of e Director Designation CA Manoj Fadnis Chairman Shri Rakesh Kalra Member Smt. Purnima Mehta Member Out of ree members, two members are Non-Executive Independent Directors. (C) Meeting and attendance during e year: Four (4) meetings were held during e financial year on 12 May, 2016, 11 August, 2016, 10 November, 2016, 06 February, The attendance of each member of e committee is as under: Name of e Director No. of Meeting attended CA Manoj Fadnis, Chairman of e Audit Committee was present at e last Annual General Meeting to answer e shareholders queries. Annual Report

25 4. NOMINATION & REMUNERATION COMMITTEE (a) Terms of reference: The Remuneration Committee recommends remuneration, promotions, increments etc. for e whole time directors and relative of e directors to e Board for approval. (b) Composition: st The Remuneration Committee of e Company as on 31 March, 2017 comprises of e following Directors of e Company. Name of e Director Shri Rakesh Kalra CA Manoj Fadnis Shri Chandrasekharan Bhaskar Designation Chairman Member Member All e ree members of e remuneration committee are non-executive and independent directors. CS Priyanka Gupta, Company Secretary acts as e Secretary to e Committee (c) Performance Evaluation for Independent Directors: Pursuant to e Provisions of e Companies Act, 2013 and as stipulated under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, e Board of Directors adopted a formal mechanism for evaluating its performance and as well as at of its Committees and individual Directors. (d). Remuneration Policy: The Company follows a policy on remuneration of Directors and Senior Management Employees. Remuneration of Non-Executive Directors: The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in e Board / Committee meetings. Detailed hereunder: i. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of e Board or Committee of e Board attended by him/her of such sum as may be approved by e Board of Directors wiin e overall limits prescribed under e Companies Act, 2013 and The Companies Managerial Remuneration Rule, 2014; ii. The company is not having any Pecuniary relationship of transaction wi Non- Executive director Details of Remuneration to Managing Director, Executive Director & Non- Executive Director: The terms of remuneration of Shri Shiv Singh Mehta, Managing Director and Smt. Purnima Mehta, Executive Director was approved by e shareholders of e company. During e financial year , e particulars of remuneration paid to Managing Director and Whole-time Director are as under: - (Rs. in lacs) Name of e Director Salary Perquisites Commission Stock option Details Period of Contract Shri Shiv Singh Mehta NIL 5 Years starting from 1st October, 2016 Smt. Purnima Mehta NIL 3 Years starting from 1st July, 2016 Remuneration/Sitting fee to Oer Non Executive Directors: The details of sitting fee paid to each of e oer non executive/independent Directors during e Financial year are given below: (Rs. in lacs) Name Sitting Fees Oer Payment Total Shri Rakesh Kalra CA Manoj Fadnis Shri Chandrashekhran Bhaskar Dr. S.S. Koari Annual Report

26 5. STAKEHOLDERS RELATIONSHIP COMMITTEE a) In compliance wi e provisions of Section 178 of e Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.The Stakeholders Relationship Committee consisting of:: Name of e Director Shri Chandrashekhran Bhaskar Shri Shiv Singh Mehta Smt. Purnima Mehta Designation Chairman Member Member b) CS Priyanka Gupta, acts as Secretary of e committee. c) Share holder Compliant Status during e financial year : No. of Shareholder Compliant received No. of Complaint resolved No. of Compliant Pending CORPORATE SOCIAL RESPONSIBILITY As required under section 135 of e Companies Act, 2013 e company has framed Corporate Social Responsibility Committee (CSR Committee) consisting of e following members: Name of e Director Shri Shiv Singh Mehta Smt. Purnima Mehta Shri Rakesh Kalra Designation Chairman Member Member The said Committee has been entrusted wi e responsibility of formulating and recommending to e Board, a CSR Policy indicating e activities to be undertaken by e Company, monitoring e implementation of e CSR Policy. 7. MD CERTIFICATION The MD have issued certificate pursuant to e provisions of Regulation 17(8) of e SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 certifying at e financial statements do not contain any materially untrue statement and ese statements represent a true and fair view of e Company's affairs. The said certificate is annexed and forms part of e Annual Report. 8. INFORMATION ON GENERAL BODY MEETINGS The details of e location and time for last ree Annual General Meetings are given hereunder: - During e year under review, no extra ordinary general meeting was held as well as no resolution was passed rough e Postal Ballot process 9. MEANS OF COMMUNICATION The quarterly, half-yearly and yearly financial results of e Company are sent to e Stock Exchanges immediately after ese are approved by e Board. These are widely published in following newspapers. These results are simultaneously posted on e website of e Company at kiil.kritiindia.com and also uploaded on e website of e BSE Ltd. News Paper Publication Annual Report

27 10. GENERAL SHAREHOLDER INFORMATION (a) Annual General Meeting: The 27 Annual General Meeting of e Company will be held on Tuesday, 12 September, 2017 at 3.00 P.M at Corporate Support Center of e company situated at Chetak Chambers 4 Floor, 14R.N.T. Marg, Indore ( M.P) st st (b) Board Meeting to be held in e Financial Year: (from 1 April-2017 to 31 March, 2018) a. Un-Audited Results for e first quarter ending 30 June, 2017 On or Before 14 September, 2017 b. Un-Audited Results for e second quarter ending 30 September, 2017 On or Before 14 December, 2017 st c. Un-Audited Results for e Third quarter ending 31 December, 2017 On or Before 14 February, 2018 st d. Un-Audited Results (Audited) for e four quarter ending 31 March, 2018 On or Before 30 May, 2018 st e. Annual General Meeting for e year ending 31 March, 2018 Before end of September, 2018 (c) Book Closure/Record date: The Register of Members and e Share Transfer Books of e Company shall remain closed from Wednesday, 6 September, 2017 to Tuesday, 12 September, 2017 (bo days inclusive) for e Annual General Meeting. (d) Dividend History The Dividend history for e past 5 years is as under: Financial Year Interim Dividend (%) Final Dividend(%) Total Dividend(%) Amount of Dividend (Rs. in Lacs) KRITI INDUSTRIES (INDIA) LIMITED (e) Listing on Stock Exchange The Company s shares are traded on BSE. The Company s shares are presently listed on e Bombay Stock Exchange Limited. The Company has paid annual listing fee for e year (f) Stock Code/ Details of Scrip BSE : NSDL & CDSL-ISIN : INE479D01038 (g) Market Price Data (Rs.) The monly high and low quotations of shares of e Company traded at e Stock Exchange, Mumbai during e financial year are given below: Mon High (Rs.) Low (Rs.) April, May, June, July, August, September, October, November, December, January, February, March, Annual Report

28 (h) Share Transfer Agent Ankit Consultancy Pvt. Ltd. Plot No. 60, Electronic Complex, Pardeshipura Indore (M.P) Tel: /99, Fax: i) Share Transfer System: The Share Transfer-cum-Investors Grievance Committee attends to share transfer formalities once in a fortnight. Demat requests are normally confirmed wiin an average period of 15 days from e date of receipt. The Company has appointed following agency as Share Transfer Agent (Electronic + Physical). The shareholders may address eir communication, suggestions, grievances and queries to Ankit Consultancy Pvt. Ltd., Indore (M.P.). st j ) Distribution of Shareholding as on 31 March, 2017 No. of Shares No. of Shareholders % of Shareholders Above k) Dematerialisation of Shares & Liquidity The shares of e Company are under compulsory demat segment and are listed on Bombay Stock Exchange, Mumbai. The Company s shares are available for trading in e depository of bo NSDL & CDSL. st l) Details of Demat Shares as on 31 March, 2017 No. of Shareholders/Beneficial Owners No. of Shares % of Capital NSDL CDSL Sub-Total Shares in physical form Grand Total Annual Report

29 (m) Reconciliation of Share Capital Audit: As stipulated by Securities and Exchange Board of India (SEBI), a qualified practicing Company Secretary carries out e Share Capital Audit to reconcile e total admitted capital wi National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and e total issued and listed capital. This audit is carried out every quarter and e report ereon is submitted to stock exchanges, and is also placed before e Board of Directors. No discrepancies were noticed during ese audits. (n) Outstanding Convertible Instruments: There are no outstanding warrants or any convertible instruments. (o) Plant locations of e Company: 13/1 Tarpura, 75-86, Sector No. 2, Industrial Area, Piampur, Dist. Dhar (M.P) (p) Address for communication: The shareholders may address eir communication, suggestions, grievances and queries to: Ankit Consultancy Pvt. Limited Plot No. 60, Electronic Complex, Pardeshipura, Indore (M.P) Tel: , /99 Fax: ankit4321@yahoo.com, info@ankitonline.com 11. DISCLOSURES (a). Disclosure regarding materially significant related party transactions: None of e transaction wi any of e related parties were in conflict wi e interest of e Company. Attention of members is drawn to e disclosure of transactions wi e related parties set out in Note No. 41 of Notes on Accounts, forming part of e Annual report. All related party transactions are negotiated on arms leng basis and are intended to furer e interest of e company. (b). Disclosure of non-compliance by e Company: There has been no instance of non-compliance on any matter related to e capital markets, during e years. (c). Whistle Blower/Vigil Mechanism Policy: The Company has laid down a Whistle Blower Policy/vigil mechanism. The company encourages an open door policy where employees have access to e Head of e business/ function. The company takes cognizance of e complaints made and suggestions given by e employees and oers. Complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of e company has been denied access to e Audit Committee in is regard. The policy provides a platform to all e employees, vendors and customers to report any suspected or confirmed incident of fraud/misconduct rough any of e following reporting protocols: * info@kritiindia.com, cs@kritiindia.com * Written Communication to : Mehta Chamber, 34, Siyaganj, Indore ( M.P) / Chetak Chambers 4 Floor, 14 R.N.T. Marg, Indore ( M.P) Particular Material Event Policy Related Party Transaction policy Web links kiil.kritiindia.com/policies/ kiil.kritiindia.com/policies/ 27 Annual Report

30 MD / CEO CERTIFICATION To, The Board of Directors, Kriti Industries (India) Limited Indore (M.P.) Dear Sir, We have reviewed e Financial Statement read wi e cash flow statement of Kriti Industries (India) Limited for st e year 31 March, 2017 and at to e best of eir knowledge and belief: 1. These statements do not contain any materially untrue statement or omit any material fact or contain statements at might be misleading; 2. These statements togeer present a true and fair view of e Company s affairs and are in compliance wi existing accounting standards, applicable laws and regulations. We furer certify at, to e best of our knowledge and belief, no transactions entered into by e company during e year which are fraudulent, illegal or violate e Company s code of conduct. We accept responsibility for establishing and maintaining internal controls for financial reporting and at ey have evaluated e effectiveness of internal control systems of e company pertaining to financial reporting and have not noticed any deficiency at need to be rectified or disclosed to e Auditors and e Audit. We have indicated to e Auditors and e Audit Committee at ere is 1. No significant change in internal control over financial reporting during e year 2. No significant change in accounting policies during e year under review and 3. No instance of any fraud in e company in which e management has any role. For: Kriti Industries (India) Limited Shiv Singh Mehta Managing Director DIN DECLARATION REGARDING CODE OF CONDUCT I hereby declare at all e Directors and Senior Management Personnel have confirmed compliance wi e Code of Conduct as adopted by e Company. For : Kriti Industries (India) Ltd. Shiv Singh Mehta Managing Director DIN Annual Report

31 AUDITORS CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE To The Members of Kriti Industries (India) Limited We have examined e compliance of conditions of Corporate Governance by KRITI INDUSTRIES (INDIA) LIMITED ( e Company ), for e year ended March 31st, 2017 as stipulated as per Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of e Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively referred to as SEBI Listing Regulations, 2015 ). The compliance of conditions of Corporate Governance is e responsibility of e Company s management. Our examination was limited to procedures and implementation ereof, adopted by e Company for ensuring e compliance of e conditions of Corporate Governance. It is neier an audit nor an expression of opinion on e financial statements of e Company. We conducted our examination in accordance wi e Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by e Institute of Chartered Accountants of India. The Guidance Note requires at we comply wi e eical requirements of e Code of Eics issued by e Institute of Chartered Accountants of India. In our opinion and to e best of our information and according to e explanations given to us, we certify at e Company has complied wi e conditions of Corporate Governance as stipulated in e SEBI Listing Regulations, 2015 as applicable. We state at such compliance is neier an assurance as to e future viability of e Company nor e efficiency or effectiveness wi which e management has conducted e affairs of e Company. Restrictions on Use : This certificate is issued solely for e purpose of complying wi e aforesaid regulations and may not be suitable for any oer purpose. For Rakesh Kumar & Associates Chartered Accountants FRN: C Rakesh Kumar Gupta Partner M. No: Place : Indore, Date : May 11, Annual Report

32 MANAGEMENT DISCUSSION AND ANAYLSIS REPORT OVERVIEW World Bank estimated India s GDP grow at 7% for FY , below e pre-demonetization estimate of 7.6%. During FY , e Government embarked on decisive initiatives in digitization, GST and FDI to ensure at all major service and industry sectors returned to status quo by Q4 end. On e overall, adequate monsoon, moderate inflation, banking reforms and strong consumption appetite helped grow e economy. Consequently, e Asian Development Bank expects e Indian economy to grow at an accelerated 7.4% in FY and 7.6% in FY , retaining its position as e world s fastestgrowing major economy. The Indian agricultural sector reported a commendable performance following e healy monsoon. The agricultural sector grew at 4.15% during FY (significantly higher an 1.2% in FY ), contributing approx 17% of India s Gross Value Added. The country s manufacturing sector, one of e high-grow sectors of e economy, contributed approx 16% of India s GDP. Indian Economy will be lead by major investments in agriculture, housing & infrastructure. Grow in all ese sectors will create business opportunities for plastic industry in e coming years. INDUSTRY STRUCTURE AND DEVELOPMENT Plastic processing is e pillar of economy in most of e advanced economies. This sector has huge unrealized potential, as indicated by e present very low per capita consumption levels of polymers in India which is 10 kg vis-à-vis 38 kg in China, 32 kg in Brazil, 65 kg in Europe and e global average of approx 28 kg. Domestic Piping industry size is Rs. 27,500 crores out of which Plastic Piping Segment constitutes Rs. 22,000 crores. Market Size of organized segment in domestic Plastic Pipes Industry is approx 60%. Lack of sanitation has been prompting e government to focus on improving e irrigation water supply and sewerage infrastructure rough multiple schemes like JNNURM, SWACHH Bharat Mission and Smart Cities Mission. Thus, it is believed at e demand for HDPE/PVC pipes will have major contribution in above areas. Government is implementing NOFN (National Optical Fiber Network) Scheme to link block level broadband facility. This will create demand for PLB Ducts for laying optical fiber. As per Government estimates, only 46% of cultivated land area has access to irrigation. The balance 54% still depends on rain water for irrigation, us presenting huge opportunity for e organized players in Plastic Pipes industry. Looking to e grow potentials in overall plastic Industry, your Company has planned systematic expansion in phases to meet e growing demand in e coming years. As per industry estimates, e urban population as a percentage of total population is expected to increase from 33% (approx 42 cr.) in 2015 to 40% (approx 59 cr.) by Under e Union Government s Scheme of Housing for All, 6 Cr houses are to be built in which 4 Cr in rural area and 2 Cr in urban area by This presents e huge opportunity for players operating in real estate segment. Wi e growing acceptance of CPVC pipes in plumbing segment, is would be e critical engine of grow for players in Plastic Pipe Industry. COMPANY VERTCALS & PRODUCTS Your Company is operating in Plastic segment under four verticals namely Agriculture, Building products, Micro irrigation and Infrastructure. The product details of each vertical are as under: VERTICAL Agriculture Building products Micro irrigation Infrastructure PRODUCTS RPVC Pipe & Fittings, Casing pipe, PE coils, Sprinkler systems, Submersible Pipe, Suction, Garden Pipe. SWR & Drainage Pipe and Fittings, CPVC and Plumb Pipe and Fittings, Garden Pipe. Micro Irrigation lateral (Inline and Online), Sprinkler systems, RPVC Pipe and Fittings. RPVC Ring Fit Pipe ( Elastromeric) and Fittings, HDPE and MDPE (PE) Pipes and Fittings, PLB Telecom Duct, Micro Duct. Annual Report

33 VERTICAL WISE SHARE IN TURNOVER FOR THE LAST TWO YEARS. OPERATIONAL PERFORMANCE Your Company has achieved a total turnover of Rs lacs (Rs lacs) and Profit before Tax Rs lacs (Rs lacs) and Profit after Tax of Rs lacs( Rs lacs ). During e year, e Company had completed modernization and relaying of plant in September, 2016, which has affected operations. In October- December, 2016 quarter, e sales have remained subdued due to demonetization and lack of liquidity in e market. The sales momentum gradually revived from mid January, Your Company has commenced e commercial production to manufacture Water Tanks and CPVC Pipies/Fittings on October 27, 2016, in Unit II at e existing location in Piampur, Madhya Pradesh.. FINANCE The total finance cost of e company was Rs Cr (2.97% to sales) as against Rs Cr (3.43% to sales) in previous year. The interest out go in fund base working capital and term loan was Rs 6.12 Cr and Non fund LC/BG discounting was Rs crores. Total commission and charges was Rs 1.84 Cr. The corresponding discounted bills payable have been classified as creditors. Effective average rate of interest on fund base working capital & term loan was 11.77% and non fund base limit was 10.34%. Bank limits varies from mon to mon as per business volume in peak/lien session. SUBSIDARY COMPANY Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of e company, achieved gross turnover of Rs Lacs (Previous Year Rs Lacs) incurred a net loss of Rs Lacs (Previous Year Rs Lacs) during e year. Its fortune is linked wi e automobile industry which is passing rough difficult phase. Efforts are being made to cut e losses. LEVERS FOR FUTURE DEMAND GROWTH Central Government s allocation of (approx Rs. 40,000 Cr) funds for Long Term Irrigation Fund (LTIF) and (approx Rs. 5,000 Cr) for setting up of MI Fund. Sanction of (Rs. 86,500 Cr) funds for e period of 5 years ( ) under PMKSY (Pradhan Mantri Krishi Sinchayi Yojna) to bring 3 million hectares of land under irrigation. India s projected polymer demand is estimated to be 24MMT by 2022/23 Expected per capita consumption of 20 kg of plastics by e year Productivity grow will help India to sustain >8% grow Government s focus on Infrastructure, Sanitation, Irrigation and Drinking water facilities projects. 31 Annual Report

34 Digital India/Smart cities projects /Swacch Bharat Abhiyan Upcoming affordable housing projects in rural / urban areas Continuously expanding end use of Plastic products in agriculture, industry & housing. State Governments are promoting Irrigation subsidy scheme. CPVC pipes are now being increasingly used by builders for entire plumbing solutions, replacing conventionally used cement or metal pipes. RISK AND CONCERNS v v v v v v v Government policy and allocation of amount towards central subsidy High working capital requirement Volatility in e price of PVC resin and foreign currency affecting e demand. Low quality/spurious products remain a reat. Availability of CPVC resin has been a key entry barrier. Entry of large number of players into e segment. Economic slowdown and reversal in CAPEX cycle. BUSINESS STRATEGY Your Company is well established and recognized brand in Agri Segment. Your Company s focus is to increase e overall revenue by increasing e market share in existing markets and developing e new markets. Your Company aims to increase e share of revenue mix of Building Product segment. Your Company is undertaking a systematic grow plan in Building Product segment by leveraging its strong brand image and offering e wide range of products wi high quality and competitive prices. Need based CAPEX plans for capacity expansion is being pursued by e company in phases wi e latest equipment and infrastructure. Your Company is looking to increase its competitiveness by focusing on innovation, by launching new products and service offerings, boosting R&D spend and investing in newer technologies INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company follows standard operating procedures (SOP) at Individuals as well as department level. These are periodically reviewed for effective internal controls. Regular internal audits are conducted and monly compliances are being monitored against e original plan. Correction for e identified short comings and learning are being taken aggressively for improvements. Periodical Peer reviews are being done by internal as well as external experts. HUMAN RESOURCES AND INDUSTRIAL RELATIONS Human Resource is considered as a key to e future grow strategy of e company and is looked upon wi focus to furer align human resource policies, processes and initiatives to meet its business needs. In order to focus on keeping employees abreast of technological developments, e Company provides adequate opportunity for training and learning. The Directors of your Company deeply appreciate e spirit and commitment of its dedicated team of employees. CAUTIONARY STATEMENT Estimates and expectations stated in is Management Discussion and Analysis Report may be forward-looking statements wiin e meaning of applicable securities, laws and regulations. Actual results could differ materially from ose expressed or implied. Important factors at could make a difference to your Company s operations include economic conditions affecting demand/ supply and price conditions in e domestic and international markets, changes in e Government regulations, tax laws, and oer statutes and incidental factors. Annual Report

35 Independent Auditors Report to e Members of Kriti Industries (India) Limited To, The Members, Kriti Industries (India) Limited 34, Siyaganj, Indore (M.P.) KRITI INDUSTRIES (INDIA) LIMITED Report on e Financial Statements: We have audited e accompanying financial statements of KRITI INDUSTRIES (INDIA) LIMITED ( e Company ), which comprise e Balance Sheet as at March 31, 2017, and e Statement of Profit and Loss and Cash Flow Statement for e year en ended, and a summary of significant accounting policies and oer explanatory information. Management s Responsibility for e Financial Statements: The Company s Board of Directors is responsible for e matters stated in Section 134(5) of e Companies Act, 2013 ( e Act ) wi respect to e preparation of ese standalone financial statements at give a true and fair view of e financial position, financial performance and cash flows of e Company in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding of e assets of e Company and for preventing and detecting frauds and oer irregularities; selection and application of appropriate accounting policies; making judgments and estimates at are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of e financial statements at give a true and fair view and are free from material misstatement, wheer due to fraud or error. Auditor s Responsibility: Our responsibility is to express an opinion on ese financial statements based on our audit. We have taken into account e provisions of e Act, e accounting standards and standards on auditing and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ereunder. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those Standards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about e amounts and e disclosures in e financial statements. The procedures selected depend on e auditor s judgment, including e assessment of e risks of material misstatement of e financial statements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Company s preparation of e financial statements at give a true and fair view in order to design audit procedures at are appropriate in e circumstances but not for e purpose of expressing an opinion on wheer e Company has in place an adequate financial controls system over financial reporting and e operating effectiveness of such controls. An audit also includes evaluating e appropriateness of e accounting policies used and e reasonableness of e accounting estimates made by e Company s Directors, as well as evaluating e overall presentation of e financial statements. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e financial statements. Opinion: In our opinion and to e best of our information and according to e explanations given to us, e aforesaid financial statements give e information required by e Act in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India, of e state of affairs of e Company as at 31st March, 2017, and its profit and its cash flows for e year ended on at date. Report on Oer Legal and Regulatory Requirements 1) As required by e Companies (Auditor s Report) Order, 2017 ( e Order ) issued by e Central Government of India in terms of sub-section (11) of section 143 of e Act, we give in e Annexure A a statement on e matters specified in paragraphs 3 and 4 of e Order. 33 Annual Report

36 2) As required by Section 143 (3) of e Act, we report at: (a) We have sought and obtained all e information and explanations which to e best of our knowledge and belief were necessary for e purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by e Company so far as it appears from our examination of ose books. (c) The Balance Sheet, e Statement of Profit and Loss, and e Cash Flow Statement dealt wi by is Report are in agreement wi e books of account. (d) In our opinion, e aforesaid financial statements comply wi e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, (e) On e basis of e written representations received from e directors as on 31st March, 2017 taken on record by e Board of Directors, none of e directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of e Act. (f) Wi respect to e adequacy of e Internal Financial Controls over financial reporting of e Company and e operating effectiveness of such controls, refer to our separate report in Annexure B ; and (g) Wi respect to e oer matters to be included in e Auditor s Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2014, in our opinion and to e best of our information and according to e explanations given to us: i. The Company has disclosed e impact of pending litigations on its financial position in its financial statements - Refer Note 27.3 to e financial statements. ii. The Company did not have any long-term contracts including derivative contracts for which ere were any material foreseeable losses. iii. There was no amount required to be transferred to e Investor Education and Protection Fund by e st Company during e year ended 31 March iv. The Company has provided requisite disclosures in e financial statements as to holdings as well as dealings in Specified Bank Notes during e period from 8 November, 2016 to 30 December, Based on audit procedures and relying on e management representation we report at e disclosures are in accordance wi books of account maintained by e Company and as produced to us by e Management - Refer Note 39 to e financial statements. For Rakesh Kumar & Associates Chartered Accountants FRN: C KRITI INDUSTRIES (INDIA) LIMITED Rakesh Kumar Gupta Partner M. No: Indore May 11, 2017 Annual Report

37 Kriti Industries (India) Limited Annexure A to e Auditor s Report The Annexure referred to in paragraph 1 under Report on oer Legal and Regulatory Requirements of our Independent Auditor s Report of even date on e standalone financial statements to e members of Kriti Industries st (India) Limited for e year ended 31 March 2017, we furer report at : (i) a. As informed to us, e Company has maintained proper records, on yearly basis, showing full particulars, including quantitative details and situation of fixed assets. b. As informed to us, e management of e Company has done physical verification of certain fixed assets at reasonable intervals in accordance wi programme of verification, which in our opinion is reasonable, having regard to e size of e company and nature of its assets and no material discrepancies were noticed on such verification. c. The title deeds of immovable properties are held in e name of e company except e title deeds of e land acquired pursuant to e scheme of demerger in earlier year which are pending for registration in e name of e company. (ii) As informed to us, e inventory of e Company has been physically verified during e year by e management at reasonable intervals. Discrepancies noticed during e physical verification of stock were not material and have been properly dealt wi in e books of accounts of e company. (iii) As per information and explanation given to us, e Company has granted unsecured loan to one (1) company covered in e register maintained under section 189 of e Companies Act, a. In respect of loan granted to e body corporate, e terms and conditions of e loans are prima facie not prejudicial to e interest of e company. b. The terms of arrangement do not stipulate any repayment schedule and also e loan is repayable on demand. The borrower has been regular in e payment of interest as stipulated. c. As ere is no specified repayment schedule of e loan granted to e body corporate, e clause (iii) (c) of e order is not applicable to e company. (iv) As per information and explanation given to us, e Company has complied all provisions in respect of loans, investment and guarantees covered under section 185 to section 186 of e Companies Act, (v) KRITI INDUSTRIES (INDIA) LIMITED In our opinion and according to e information and explanations given to us, e Company neier accepted nor invited any deposits from public wiin e provision of Section 73 to 76 of Companies Act, 2013 and Rules made ere under. (vi) We have broadly reviewed e books of account maintained by e company pursuant to e rules made by e Central Government for e maintenance of e cost records under section 148 (1) of e Companies Act, 2013 and are of e opinion at prima facie, e prescribed accounts and records have been made and maintained. We have, however, not made detailed examinations of e records wi a view to determine wheer ey are accurate or complete. (vii) a. According to e information and explanation given to us, e Company has been generally regular in depositing undisputed dues relating to Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duties of Customs, Duties of Excise, Value Added Tax, Cess and oer material statutory dues applicable to it wi appropriate auorities. There are no undisputed statutory dues payable which are outstanding as at March 31, 2017 for a period of more an 6 mons from e date ey became payable. b. According to e information and explanations given to us, following dues of Income Tax, Sales Tax, Service Tax, duties of Customs, duties of Excise or Value Added Tax has not been deposited on account of any dispute : 35 Annual Report

38 Name of e Statute (Nature of e Dues) Central Sales Tax MP High Court Central Sales Tax MP High Court Entry Tax MP High Court Central Sales Tax Appellate Board, Bhopal Central Excise Commissioner of Central Excise (Appeals) to Central Excise Commissioner of Central Excise (Appeals) Central Sales Tax Appellate Board, Bhopal M.P. Commercial Tax Appellate Board, Bhopal M.P. Commercial Tax Appellate Board, Bhopal Central Sales Tax Appellate Board, Bhopal M.P. Commercial Tax Appellate Board, Bhopal Central Sales Tax Appellate Board, Bhopal Central Excise Commissioner of Central Excise (Appeals) , M.P. Commercial Tax Appellate Board, Bhopal Entry Tax Appellate Board, Bhopal Central Excise Commissioner of Central Excise (Appeals) M.P. Commercial Tax Appellate Board, Bhopal Central Excise Commissioner of Central Excise (Appeals) Central Excise Commissioner of Central Excise (Appeals) Central Excise Commissioner of Central Excise (Appeals) Central Excise Commissioner of Central Excise (Appeals) M.P. Commercial Tax Appellate Board, Bhopal Central Sales Tax Deputy Commissioner Central Excise Commissioner of Central Excise (Appeals) , Central Sales Tax Deputy Commissioner M.P. Commercial Tax Additional Commissioner, Indore International Taxation Commissioner of Income Tax (Appeal), &Transfer Pricing Ahemdabad International Taxation Commissioner of Income Tax (Appeal), & Transfer Pricing Ahemdabad (viii) According to information and explanations given to us by e management and according to e records of e company examined by us, we are of e opinion at e Company has not defaulted in repayment of any loan from Financial Institutions, Banks or debenture holders. Annual Report Forum where Matter is pending Period to which e amounts relates Amount (in Rs.) (ix) To e best of our knowledge and belief and according to e information and explanations given to us and based on documents provided to us, e company has not raised any money by way of initial public offer or furer public offer (including debt instruments) during e year. However, term loan availed by e Company were, prima-facie, applied by e Company for e purposes for which e loans were obtained. (x) (xi) (xii) During e course of our examination of e books of accounts and records of e Company, carried out in accordance wi e generally accepted auditing practices in India, and according to e information and explanations given to us, we have neier come across any instance of material fraud on e company by its officers/employees or by e Company, noticed or reported during e year, nor have we been informed of any such case by e Management. According to e information and explanation given to us, and based on documents provided to us, e managerial remuneration has been paid /provided in accordance wi e requisite approvals mandated by e provisions of section 197 read wi schedule V to e Companies Act, In our opinion and according to e information and explanations given to us, e Company is not a nidhi company. Accordingly, paragraph 3(xii) of e Order is not applicable. 36

39 (xiii) According to e information and explanation given to us, and based on document provided to us, all transactions wi e related parties are in compliance wi section 188 & section 177 of e Companies Act 2013 where applicable and details of such transactions to e extent required has been disclosed in e financial statements as required by applicable accounting standards. (xiv) According to e information and explanation given to us, e Company has not made any allotment/ private placement of shares or fully or partly convertible debenture during e year. (xv) preferential According to e information and explanation given to us, e Company has not entered into any non-cash transactions wi Directors or Persons connected wi him. (xvi) In our opinion and according to explanations given to us, e company is not required to get registered under section 45-IA of e Reserve Bank of India Act, For Rakesh Kumar & Associates Chartered Accountants FRN: C Rakesh Kumar Gupta Partner M. No: Indore May 11, Annual Report

40 Annexure B to e Auditor s Report The Annexure referred to in paragraph 2(f) under Report on oer Legal and Regulatory Requirements of our Independent Auditor s Report of even date on e standalone financial statements to e members of Kriti Industries st (India) Limited for e year ended 31 March Report on e Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of e Companies Act, 2013 ( e Act ) We have audited e internal financial controls over financial reporting of Kriti Industries (India) Limited ( e Company ) as of March 31, 2017 in conjunction wi our audit of e standalone financial statements of e Company for e year ended on at date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on e internal control over financial reporting criteria established by e Company considering e essential components of internal control stated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e Institute of Chartered Accountants of India ( ICAI ). These responsibilities include e design, implementation and maintenance of adequate internal financial controls at were operating effectively for ensuring e orderly and efficient conduct of its business, including adherence to company s policies, e safeguarding of its assets, e prevention and detection of frauds and errors, e accuracy and completeness of e accounting records, and e timely preparation of reliable financial information, as required under e Companies Act, Auditors Responsibility Our responsibility is to express an opinion on e Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance wi e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (e Guidance Note ) and Standards on Auditing, and deemed to be prescribed under Section 143(10) of e Act, to e extent applicable to an audit of internal financial controls, bo applicable to an audit of Internal Financial Controls and, bo issued by ICAI. Those Standards and e Guidance Note require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about e adequacy of e internal financial controls system over financial reporting and eir operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing e risk at a material weakness exists, and testing and evaluating e design and operating effectiveness of internal control based on e assessed risk. The procedures selected depend on e auditor s judgment, including e assessment of e risks of material misstatement of e financial statements, wheer due to fraud or error. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding e reliability of financial reporting and e preparation of financial statements for external purposes in accordance wi generally accepted accounting principles. A company s internal financial control over financial reporting includes ose policies and procedures at : 1. pertain to e maintenance of records at, in reasonable detail, accurately and fairly reflect e transactions and dispositions of e assets of e company; 2. provide reasonable assurance at transactions are recorded as necessary to permit preparation of financial statements in accordance wi generally accepted accounting principles, and at receipts and expenditures of e company are being made only in accordance wi auorizations of management and directors of e company; and Annual Report

41 3. provide reasonable assurance regarding prevention or timely detection of unauorized acquisition, use, or disposition of e company s assets at could have a material effect on e financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of e inherent limitations of internal financial controls over financial reporting, including e possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of e internal financial controls over financial reporting to future periods are subject to e risk at e internal financial control over financial reporting may become inadequate because of changes in conditions, or at e degree of compliance wi e policies or procedures may deteriorate. Opinion In our opinion, e Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on e internal control over financial reporting criteria established by e Company considering e essential components of internal control stated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e Institute of Chartered Accountant of India ('ICAI'). For Rakesh Kumar & Associates Chartered Accountants FRN: C Rakesh Kumar Gupta Partner M. No: Indore May 11, Annual Report

42 Balance Sheet as at 31st March, 2017 Particulars KRITI INDUSTRIES (INDIA) LIMITED Note No. As at ( Rs. in Lacs) As at I. EQUITY AND LIABILITIES Shareholder s Funds Share Capital Reserves and Surplus Non-Current Liabilities Long-term borrowings Deferred tax liabilities (Net) Oer Long term liabilities Current Liabilities Short-term borrowings Trade payables Oer current liabilities Short-term provisions Total Assets Non-current assets Fixed assets Tangible assets Intangible assets Capital work-in-progress Non-current investments Long term loans and advances Oer non-current assets Current assets Inventories Trade receivables Cash and bank balances Short-term loans and advances Oer current assets Total Significant accounting policies & Notes to e accounts 1-45 As per Our Report of Even Date Attached For : Rakesh Kumar & Associates Chartered Accountants FRN: C For and on belhalf of e Board of Directors Rakesh Kumar Gupta Partner M.No Place: Indore Date:- 11 May, 2017 Annual Report Shiv Singh Mehta (Managing Director) DIN Purnima Mehta (Executive Director) DIN V. K. Mittal (Chief Financial officer) Priyanka Gupta (Company Secretary) 40

43 STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED Particulars Revenue from operations Expenses: Note No. For e year ended ( Rs. in Lacs) Total Revenue Total Expenses Profit before tax Tax expense: Profit/(Loss) for e year Earning per equity share: less: Excise Duty Oer Income Cost of materials consumed Changes in inventories of finished goods, KRITI INDUSTRIES (INDIA) LIMITED For e year ended work-in-progress and Stock-in-Trade ( ) (86.66) Employee benefit expense Financial costs Depreciation and amortization expense Oer expenses Profit before prior period expenses & tax Prior Period Expenses ( Excise Duty paid) Current tax Mat Credit 0.00 (2.08) Excess Provision of Earlier Year Written Back (43.57) (4.36) Deferred tax (1) Basic (2) Diluted Significant accounting policies & Notes to e accounts 1-45 As per Our Report of Even Date Attached For : Rakesh Kumar & Associates Chartered Accountants FRN: C For and on belhalf of e Board of Directors Rakesh Kumar Gupta Partner M.No Place: Indore Date:- 11 May, 2017 Shiv Singh Mehta (Managing Director) DIN Purnima Mehta (Executive Director) DIN V. K. Mittal (Chief Financial officer) Priyanka Gupta (Company Secretary) 41 Annual Report

44 KRITI INDUSTRIES (INDIA) LIMITED Cash Flow As On 31st March 2017 Particulars Year Ended Amount Amount ( Rs. in Lacs) Year Ended Amount Amount Cash Flow From Operating Activities Net Profit before Tax Adjustments for : Depreciation (Profit)/ Loss on Sale of Fixed Assets Financial Income (106.04) (142.50) Financial Expense , Cash Operating Profit before working capital changes Increase / (Decrease) in Trade Payables (67.73) Increase / (Decrease) in Short term Provisions (600.39) (46.22) Increase / (Decrease) in Oer Current Liabilities (180.32) (Increase) / Decrease in Inventories ( ) (Increase) / Decrease in Trade Receivables ( ) (Increase) / Decrease in Long term Loans & Advances (8.19) (30.60) (Increase) / Decrease in Oer Non Current Assets (34.47) (Increase) / Decrease in Short term Loans & Advances (407.74) (Increase) / Decrease in Oer Current Assets (27.87) (81.72) ( ) Tax Paid (247.41) (292.00) Net Cash From Operating Activities (A) Cash Flow From Investing Activities Financial Income Sale Proceed Of Fixed Assets (Net) Purchase of Fixed Assets ( ) (864.24) Investment in Fixed Deposits having maturity of more (199.94) an ree mons (Increase) / Decrease in Non Current Investment Net Cash Used In Investing Activities (B) ( ) (921.68) Cash Flow From Financing Activities Proceeds from Long Term Borrowings Repayment of Long Term Borrowings ( ) (615.46) Net Increase / (Decrease) in Long Term Borrowings (450.28) Increase / (Decrease) in Oer Long Term Liability (2.82) 9.36 Increase / (Decrease) in Short Term Borrowings Dividend Paid on Equity Shares 0.00 (89.28) Dividend Distribution Tax Paid 0.00 (18.18) Financial Expenses ( ) ( ) Annual Report

45 Cash Flow As On 31st March 2017 Particulars KRITI INDUSTRIES (INDIA) LIMITED Year Ended Amount Amount Year Ended Amount ( Rs. in Lacs) Amount Net Cash Used In Financing Activities (C) Net Decrease In Cash and Cash Equivalents (A + B + C) Add : Cash and Cash equivalents - Opening - 1st April Cash and cash equivalents - Closing - 31st March (822.46) (325.65) FOOTNOTE TO CASH FLOW STATEMENT: 1. Components of Cash and Cash Equivalents are produced as under: Particulars Cash & Cash Equivalents Balances wi Banks Current Account Cash on hand 3.16 Total of Cash & Cash Equivalent ( Rs. in Lacs) 2. Reconciliation of Cash and Cash Equivalents wi Cash and Bank as per e Balance Sheet Balances: Particulars ( Rs. in Lacs) Cash and cash equivalents as above Add : Oer Cash and Bank Balances Unpaid Dividend Fixed Deposit account maturity more an 3 mon & less an 12 mon Cash and Bank Balances classified as Current (Refer Note No. 18) Significant accounting policies & Notes to e accounts 1-45 As per Our Report of Even Date Attached For : Rakesh Kumar & Associates Chartered Accountants FRN: C For and on belhalf of e Board of Directors Rakesh Kumar Gupta Partner M.No Place: Indore Date:- 11 May, 2017 Shiv Singh Mehta (Managing Director) DIN Purnima Mehta (Executive Director) DIN V. K. Mittal (Chief Financial officer) Priyanka Gupta (Company Secretary) 43 Annual Report

46 NOTES - 1 SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS Kriti Industries (India) Ltd., a public limited company domiciled in India and incorporated under e provisions of e Companies Act, 1956 on 12 March, 1990 and having its Registered office in Indore (MP). The company s shares are listed in e Bombay Stock Exchange(BSE) Significant Accounting Policies Basis of Preparation of Financial Statements The financial statements have been prepared in accordance wi e generally accepted accounting principles (GAAP) in India under e historical cost convention on accrual basis. GAAP Comprises mandatory accounting Standards as prescribed under section 133 of e Companies Act,2013 ( Act ) read wi Rule 7 of e Companies (Accounts) Rules, Use of Estimates The preparation of financial statements in conformity wi generally accepted accounting principles ( GAAP ) requires management to make estimates and assumptions at affect e reported amounts of assets and liabilities and e disclosure of contingent liabilities on e date of e financial statements. Actual results could differ from ose estimates. Any revision to accounting estimates is recognized prospectively in current and future periods Fixed assets and depreciation The company has adopted cost model as prescribed in Accounting Standard AS-10 (Revised) Property, Plant & Equipment. Recognition The cost of an item of property, plant and equipment is recognised as an asset if, and only if: (a) it is probable at future economic benefits associated wi e item will flow to e enterprise; and (b) e cost of e item can be measured reliably. Subsequent Cost The Company recognizes in e carrying amount of an item of Property, Plant & Equipment, e cost of replacing a part of an item, when at cost is incurred provided e recognition criteria as mentioned above are met. The carrying amount of ose parts at are replaced is derecognized in accordance wi e de-recognition provisions mentioned in e Accounting Standard. The cost of day to day servicing of an item of Property, Plant & Equipment is recognized in e Statement of Profit & Loss as and when incurred. Measurement Fixed assets are stated at acquisition cost less accumulated depreciation. The cost of fixed assets comprises its purchase price including import duties and oer non-refundable taxes or levies and any directly, attributable cost of bringing e asset to e working condition for its intended use. Depreciation Depreciation is provided on e straight-line meod ( SLM ). The technical estimates of useful life are in confirmatory wi ose prescribed in Schedule II of e Companies Act, Each part of an item of Property, Plant & Equipment wi a cost at is significant in relation to total cost of e Machine is depreciated separately, if it s useful life is different an e life of e Machine. Based on e technical evaluation, e management believes at e useful life of Dies and Moulds is 6 years. The depreciation on e assets capitalized/sold during e year is charged on prorata basis. Capital Work in Progress Capital Work-In-Progress includes e cost of fixed assets at are not ready to use at e Balance Sheet date. Advances paid for Capital Assets are not considered as Capital Work-in-Progress but classified as Long Term Advances. The relevant change in e Accounting Policy of e Company is mentioned in Note No Impairment of Assets The Company assesses at each balance sheet date wheer ere is any indication at an asset or a group of assets (cash generating unit) may be impaired. If any such indication exists, e Company estimates e recoverable amount of e asset or a group of assets. If such recoverable amount of e asset or e recoverable amount of e cash-generating unit to which e asset belongs is less an its carrying amount, e carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in e profit & loss account. If at e balance sheet date ere is an indication at a previously assessed impairment loss no longer exits, e recoverable amount is reassessed and e asset is reflected at e recoverable amount subject to a maximum of depreciable historical cost Investments Investments classified as long term investment are carried at cost. Provision for diminution, if any, is made to recognize a decline oer an temporary, in e value of e investment Inventories 1. Finished Goods: At estimated cost or net realizable value (whichever is lower) Cost comprises all cost of purchase, cost of conversion and oer costs incurred in bringing e inventories to eir present location and condition. 2. Raw materials: At cost, wi moving average price on FIFO basis. Annual Report

47 3. Stores and Spares parts, etc: At Cost, wi moving average price on FIFO basis Revenue recognition (a) Revenue from sale of products is recognized on transfer of all significant risk and rewards of ownership of products to e customers, which is generally on dispatch of goods. Sales are stated exclusive of Value Added Tax. (b) Dividend income is recognized when e right to receive e dividend is established Employee Benefits (a) Short Term Employee Benefits All employee benefits payable wholly wiin twelve mons of rendering e service are classified as short-term employee benefits. Benefits such as salaries, wages, and short term compensated absences, etc. are recognized in e period in which e employee renders e related services. (b) Post- Employment Benefits:- (i) Defined Contribution Plans: The Employee State Insurance Scheme and Contributory Provident Fund administered by Provident Fund Commissioner are defined contribution plans. The Company s contribution paid/payable under e schemes is recognized as expense in e profit and loss account during e period in which e employee renders e related service. ( ii) Defined Benefit Plans: The Company has taken Group Gratuity and Cash Accumulation Policy issued by e Life Insurance Corporation of India (LIC). The present value of e obligation under such defined benefit plans is determined based on actuarial valuation as advised by LIC, using e Projected Unit Credit meod, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up e final obligation. The obligation is measured at e present value of e estimated future cash flows. The discount rates used for determining e present value of e obligation under defined benefit plans, are as advised by LIC. Actuarial gains and losses are recognized immediately in e Statement of Profit & Loss Foreign Currency Transactions Transactions denominated in foreign currency are recorded at e exchange rate prevailing on e date of transactions. Exchange differences arising on foreign exchange transactions settled during e year are recognized in e profit and loss account of e year. Monetary assets and liabilities in foreign currency, which are outstanding as at e year-end, are translated at e closing exchange rate/ forward contract booked (if any) and e resultant exchange differences are recognized in e profit and loss account. Realized gain or loss on cancellation of forward exchange contract is recognized in e Statement of Profit and Loss for e year. Gain/ Loss on exchange difference on pending forward exchange contract which are yet to be executed are measured on e basis of difference between spot rate at year end and wi forward contract exchange rate (premium adjusted) of respective date rough Exchange Fluctuation Hedge Reserve carved out of free reserve in Balance Sheet Borrowing Costs The borrowing costs at are directly attributable to e acquisition, construction or productions of a qualifying asset are capitalized as part of e cost of at asset. The amount of borrowing cost eligible for capitalization is determined in accordance wi Accounting Standard (AS) 16- Borrowing Costs issued by e Institute of Chartered Accountants of India (ICAI) and as specified under section 133 of e Companies Act, 2013 (The Act) read wi rule 7 of e Companies (Accounts) Rules, Taxation Current tax is e amount of tax payable on e taxable income for e year as determined in accordance wi e provisions of e Income Tax Act, Current tax is net of credit for entitlement Minimum Alternative Tax (MAT). Deferred tax is recognized, on timing differences between e taxable income and accounting income at originate in one period and are capable of reversal one or more subsequent periods Earning Per Share Basic and diluted earnings per share are computed by dividing e net profit attributable to equity shareholders for e year, by e weighted average number of equity shares outstanding during e year Provisions for contingencies Provisions comprise liabilities of uncertain timing or amount. Provisions are recognized when e company recognizes it has a present obligation as a result of past events, it is more likely an not at an outflow of resources will be required to settle e obligation and e amount can be reasonably estimated. Disclosures for contingent liability is made when ere is a possible obligation or a present obligation at may, but probably will not, require an outflow of resources when ere is a possible obligation or a present obligation in respect of which e likelihood of outflow of resources is remote, no provision or disclosure is made. Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable at a liability has been incurred and e amount can be reasonably estimated. Contingent assets are not recognized in e financial statements. 45 Annual Report

48 Particulars KRITI INDUSTRIES (INDIA) LIMITED KRITI INDUSTRIES (INDIA) LIMITED NOTES Forming Part of The Balance Sheet and Statement of Profit & Loss As at ( Rs. in Lacs) As at NOTE NO. 2 SHARE CAPITAL 2.1 AUTHORIZED Equity Shares of Rs. 1/- each Optional convertible Preference Shares of Rs. 10/- each ISSUED, SUBSCRIBED AND PAID UP equity shares of Rs. 1/- each fully paid up. Which are issued as fully paid up shares on as fully paid up on account of scheme of arrangement as approved by The Hon ble High Court of M.P. Indore Bench Reconciliation of shares Opening Balance of shares of Rs. 1/- each Issued during e year Closing Balance shares of Rs. 1/- each The company has issued only one class of shares referred to as equity shares having a par value of Rs. 1 each. Holder of e equity share as referred in e records of e company as of date of e shareholder s meeting is referred to one vote in respect of each share held for all matters submitted to vote in e shareholder s meeting. The company declares and pays dividends in Indian rupees. In e event of liquidation of e company e holders of equity shares will be entitled to receive any of e remaining assets of e company after distribution of all preferential amounts. 2.3 SHAREHOLDER HOLDING MORE THAN 5 % OF SHARES OF THE COMPANY AND ITS PERCENTAGE SAKAM TRADING PRIVATE LIMITED No. of Shares Percentage of Shares 52.10% 52.10% Pursuant to e Hon ble High Court of M.P. order dated approving e scheme of amalgamation of promoter group companies viz Kriti Corporate Services Pvt. Ltd., Kriti Auto Accessories Private Ltd., Kasta Pipes Pvt.Ltd.and Shipra Pipes Pvt Ltd. wi Sakam Trading Pvt.Ltd., e Shareholding of e above transferor companies are vested in Sakam Trading Pvt.Ltd. Thus Sakam Trading Pvt.Ltd. becomes holding company w.e.f of Kriti Industries (I) Ltd CHETAK BUILDERS PRIVATE LIMITED No. of Shares Percentage of Shares 9.01% 9.01% NOTE NO. 3 RESERVES & SURPLUS 3.1 RESERVES General Reserve Opening Balance Add: Transfer from P&L Add: Transfer from Contingence Reserve Closing Balance SHARE PREMIUM ACCOUNT Opening Balance Add: Transfer from P&L Closing Balance Contingency Reserve Opening Balance Add: Transfer from P&L Less: Transfer to General Reserve (75.00) Closing Balance SHARE FOREFEITURE ACCOUNT Opening Balance Add: Transfer from P&L Closing Balance Annual Report

49 As at As at SURPLUS Statement of Profit & Loss Opening Balance Add Profit & Loss during e period Less: Interim Dividend Rs. NIL (Previous Rs per share ) Corporate Dividend Tax Transferred to General Reserve Balance in Surplus Exchange Fluctuation Reserve (created is year) (93.61) 0.00 Total NOTE NO. 4 LONG TERM BORROWINGS Particulars Total Tenture No. of Installment Payable as on Last Installment due on Rate of Interest As at As at IDBI Bank Ltd. 20 Quarterly Installment 13 1st June, % State Bank of Hyderabad 20 Quarterly Installment 8 31st March, % COSMOS Bank 60 Monly Installment September, % HDFC Bank Ltd. 32 Quarterly Installment 20 31st March, % Total UNSECURED From Banks Term of Repayment of Long Term Borrowings Particulars Total Tenture No. of Installment Last Installment Rate of As at As at Payable as on due on Interest YES Bank 3 Installment Last 3 Mon 3 st, 31 December, % ( Above loans are secured by First charge/ Mortgage on fixed assets of e company and personal guarantee of Managing Director ) NOTE NO-5 DEFERRED TAX LIABILITY NET 5.1 Deferred Tax Liability (Net) On account of tax effects on timing difference arising due to difference in Depreciation Total NOTE NO -6 OTHER LONG TERM LIABILITIES UNSECURED Oer Loans and advances (Security Deposit received from dealers) Total NOTE NO -7 SHORT TERM BORROWINGS 7. 1 Loans repayable on Demand SECURED From banks (Secured by hypoecation of finished goods, Raw material, Stock in process, store and spares, sundry debtors, export bills, receivables and second charge on fixed assets of e company and personal guarantee of Managing Director ) UNSECURED From banks Loan & Deposit from Related Parties Total NOTE NO -8 TRADE PAYABLES 8.1 Trade Payables Total NOTE NO -9 OTHER CURRENT LIABILITIES 9.1 Outstanding Expenses Statutory Liabilities Current maturities of Long term debt Unpaid dividends Total NOTE NO -10 SHORT TERM PROVISIONS 10.1 Provision for Employees Benefits (Bonus) Provision of Income Tax Total Annual Report

50 Annual Report

51 NOTES Forming Part of The Balance Sheet and Statement of Profit & Loss Particulars KRITI INDUSTRIES (INDIA) LIMITED As at ( Rs. in Lacs) As at NOTE NO. 13 NON- CURRENT INVESTMENT National Saving Certificate Unquoted Non Trade Investment in equity instruments Sahkari Audhyogik Vasahat Ltd. (1 Share of Rs.500/- each) The Cosmos Co-operative Bank Ltd. (1000 Equity Shares of Rs. 100/- each) Trade Investment in equity instruments Kriti Auto Engineering & Plastics Private Limited ( 100% Subsidiary ) ( Shares of Rs.10/- each ) Total NOTE NO. 14 LONG TERM LOANS AND ADVANCES 14.1 Security Deposits Total NOTE NO. 15 OTHER NON CURRENT ASSETS 15.1 Fixed deposit wi banks having maturity more an 12 mons Deposit to wholly owned subsidiary company Total NOTE NO. 16 INVENTORIES 16.1 Raw Material Finished Goods Stores and Spares & oers Total NOTE NO. 17 TRADE RECEIVABLES 17.1 Trade Receivables ( Unsecured considered good ) Over Six mons from e date ey become due Oers Total NOTE NO. 18 CASH AND BANK BALANCES 18.1 Cash & Cash Equivalents Balances wi Banks Cash on hand Oer Bank Balances Unpaid dividend Fixed deposit wi banks against margin money Total NOTE NO. 19 SHORT-TERM LOANS AND ADVANCES 19.1 Unsecured, Considered good Advances recoverable in cash or kind or for value to be received Total NOTE NO. 20 OTHER CURRENT ASSETS 20.1 Sundry Deposits Advance Tax/ Tax Deducted at source CENVAT Accrued Interest/ Income Total Annual Report

52 Particulars KRITI INDUSTRIES (INDIA) LIMITED KRITI INDUSTRIES (INDIA) LIMITED NOTES Forming Part of The Balance Sheet and Statement of Profit & Loss As at ( Rs. in Lacs) As at NOTE NO. 21 REVENUE FROM OPERATIONS 21.1 Sale of Products Oer operating revenues less: Excise Duty Total NOTE-22 OTHER INCOME 22.1 Interest Income Dividend Income Oer Non-operating Income Total NOTE-23 EMPLOYEE BENEFITS EXPENSES 23.1 Salaries & Wages Contribution to provident and oer fund Staff Welfare Expenses Director Remuneration P.F on Director Remuneration Total NOTE-24 FINANCIAL COST 24.1 Interest Expenses Oer Borrowing Cost Total NOTE-25 OTHER EXPENSES (I) Manufacturing Expenses 25.1 Stores and Spares Consumed Power Charges Freight & Cartage Repairs & Maintenance Insurance Charges Water Charges Loss on Sale of Fixed asset Excise Duty on Closing Stock Excise Duty on Opening Stock (390.51) (390.63) 25.9 Job Work Charges Miscellaneous Manufacturing Expenses Sub Total (I) (II) Adminstrative Expenses Stationery & Printing Computer Expense Rent, Rates and Taxes Postage, Telegram and Telephones Auditor s Fees Conveyance Expenses Legal & Professional Charges Miscellaneous Expenses Director s Meeting Fee Net loss on foreign currency transactions Corporate Social Responsibility Sub Total (II) (III) Selling & Distribution Expenses Advertisement & Publicity Sales Promotion Expenses Brokerage & Commission Service Charges Freight Outward Sales Tax & Octroi Travelling Expenses Bad debts Sub Total (III) TOTAL ( I+II+III ) Annual Report

53 26 in e opinion of e Board of Directors of e Company, e Current Assets, Loans and Advances have a value realizable in e ordinary course of business at least equal to e amount at which ey are stated and provisions for all known liabilities are adequate and not in excess of e amount reasonably necessary. 27 Contingent liabilities 27.1 Estimated amount of contracts remaining to be executed on Capital Account Rs Lakhsnet of advance given (Previous Year Rs Lakhs) 27.2 Bank has given guarantee on behalf of e Company to various parties to e extent of Rs Lakhs (Previous Year Rs Lakhs.) 27.3 Claims not acknowledge by e company on Commercial tax matters Rs Lakhs (Previous Year Lakhs). 28 Company s Income tax assessments have been completed up to Assessment year , against which company has filed appeal before Higher Auorities. In e opinion of Board of Director s provision made for e year for Income Tax is adequate. 29 Remuneration Paid/Payable to Managing Director / Executive Director (Rs. In Lacs) Paid / Payable Current Year Previous year Remuneration Commission Unpaid overdue amount due on March 31, 2016 to Micro Small and Medium Enterprises and/or ancillary industrial suppliers on account of principal togeer wi interest aggregate to Rs. Nil. This disclosure is on e basis of e information available wi e company regarding e status of e suppliers as defined under e Micro, Small and Medium Enterprises Development Act, The amount of Foreign Exchange gain/ (loss) included in e profit & loss account is Rs.(5.10) lacs (Previous Year gain/ (loss) Rs. (15.18) lacs). 32 Corporate Social Responsibility ( Rs. in Lacs) Particulars Amount required to be spent Amount spent during e year During e year ended excise duty on closing stock amounting to Rs Lakhs is net off excise duty on opening stock (Rs Lakhs minus Rs ). 34 The disclosure required as per Accounting Standard (AS) 15 Employees Benefit issued by e Institute of Chartered Accountants of India ('ICAI') and as specified under section 133 of e Companies Act, 2013 ('The Act') read wi Rule 7 of e Companies (Accounts) Rules, 2014., and based on e report generated by Life Insurance Corporation of India (LIC) is as under (a) The company has taken Group Gratuity and Cash Accumulation Policy issued by e LIC, which is a defined benefit plan. ( Rs. in Lacs) (b) Table showing changes in present value of obligations as on 31/03/ /03/2016 Present value of obligations as at beginning of e year Interest Cost Current Service Cost Benefit Paid (6.29) (6.72) Actuarial (gain)/loss on obligations (3.08) 0.75 Present Value obligations as at end of e year (c) Table showing changes in e fair value of plan assets as on 31/03/ /03/2016 Present value of obligations as at beginning of e year Expected return on plan assets Contribution Benefit Paid (6.29) (6.72) Actuarial gain/(loss) on plan assets NIL NIL Fair Value of e plan assets at e end of e year Annual Report

54 19.79 Excess of actual over estimated return on plan assets NIL NIL (Actual Rate of return = estimated rate of return as ARD falls on 31/03/2017) ( e) Actuarial Gain/Loss recognized as on 31/03/ /03/2016 Actuarial (Gain)/Loss for e year-obligation (3.08) (0.75) Actuarial (Gain)/Loss for e year-plan assets NIL NIL Total (Gain)/Loss for e year (3.08) 0.75 Actuarial (Gain)/Loss recognized for e year (3.08) 0.75 (f) Expenses recognized in statement of profit and loss 31/03/ /03/2016 Current Service Cost Interest cost Expected return on Plan Asset (12.31) (12.30) Net Actuarial (Gain)/Loss recognized in e year (3.08) 0.75 Expenses recognized in e Statement of Profit & Loss (g) Assumption Discount rate 8% 8% Salary Escalation 7% 7% 35 DEFERRED TAX CALCULATIONS ( Rs. in Lacs) Sr. No. a b c KRITI INDUSTRIES (INDIA) LIMITED (d) Table showing fair value of plan assets as on 31/03/ /03/2016 Fair value of plan assets at beginning of e year Actual return on plan assets Contribution (6.72) Benefit Paid (6.29) Fair Value of e plan assets at e end of e year Funded status DEFERRED TAX LIABILITY/ (ASSETS) Current Year Previous Year Deferred Tax Liability ( Net ) for e year Opening Bal. of Deferred Tax Liability Closing Bal. of Deferred Tax Liability The Company has taken various commercial premises under cancellable operating leases. These lease agreements are normally renewed on expiry. 37 The Company has only one Business Segment to be reported namely Plastics, as per Accounting Standard Changes in Accounting Policy The Ministry of Corporate Affairs, Government of India has vide Notification No. G.S.R. 364(E) dated amended Accounting Standard (AS 4)- Contingencies and Events Occurring After e alance Sheet Date and has substituted Accounting Standard (AS 10)- Property, Plant & Equipment in place of e existing Accounting Standard (AS-10) Fixed Assets, togeer wi consequential amendments in oer Accounting Standards. These amended/substituted Accounting Standards have become mandatory for accounting periods commencing from In view of e Revised Accounting Standards AS 10 Property, Plant & Equipment and AS 4- C ont i nge nc i es and Events Occurring After e Balance Sheet Date, e Company has made fo l l owing c ha n ges t o i t ' s Accounting Policies; AS 10- Property, Plant & Equipment In view of e recognizing e subsequent cost in e carrying amount of an item of Property, Plant & equipment, e cost of replacing a part of an item, when at cost is incurred provided e recognition criteria, e cost of major expenditure which hierto has been recognized as Repairs & Maintenance is now recognized as Property, Plant & Equipment. Accordingly, repairs & maintenance cost of Rs Lakhs incurred during e year has been capitalized. The amount of depreciation charged on such assets is Rs Lakh for e year. Due to e said change in e Accounting Policy, e Fixed Assets is over stated by Rs Lakhs and Profit for e year is overstated by Rs Lakhs. AS 4- Contingencies and Events Occurring After e Balance Sheet Date No provision has been made for Dividend proposed for e year ended on 31st March 2017 amounting to Rs Lakhs including Corporate Dividend Tax of Rs Lakhs. Due to e said change in e Accounting Policy, e Reserves & Surplus is overstated and e Short Term Provisions are understated to at extent. Annual Report

55 39 Disclosure in respect of Specified Bank Notes held and transacted as per Notification no G.S.R. 308(E) dated Particulars SBNs Denomination SBNs Amount Oer Denomination Notes Amt. Total Amount ,000 Closing cash in hand as on Total (+) Permitted receipts (-) Permitted payment (-) Amount Deposit in banks Total Closing cash in hand as on EARNING PER SHARE The Company s share capital consists of equity share. The basic and diluted earnings per share is calculated as under: Sr. No. Particulars Current Year Previous Year ii. iii. iv Number of Shares Profit contribution for Basic EPS (Rs in lacs) Extra Ordinary Items (Wiin e meaning of AS-5, Net Profit or loss for e period, Prior Period items and Changes in e Accounting Policies) Basic Earning Per Share Diluted Earning Per Share Nominal Value Per Share Nil Nil In accordance wi e Accounting Standard (AS) 18 Related Party Disclosures issued by The Institute of Chartered Accountants of India (ICAI) and as specified under section 133 of e Companies Act, 2013 ( The Act ) read wi rule 7 of e Companies ( Accounts ) Rules, 2014.The names of e related parties and e relevant disclosure is as under:- a) Name of e related party and description of relationship: i. Key Management Personnel: Shri Shiv Singh Mehta, Managing Director Smt. Purnima Mehta, Executive Director Shri V.K. Mittal, Chief Financial Officer Smt. Priyanka Gupta, Company Secretary Relatives of Key Management Personnel Shri Saurabh Singh Mehta (Son of Managing Director/ Executive Director) Smt. Devki Hirawat (Daughter of Managing Director/ Executive Director) Subsidiary Company 1) Kriti Auto & Engineering Plastics Pvt. Ltd (Wholly owned Subsidiary Company) Companies/entities under e control of Key Management Personnel 1) Sakam Trading Pvt. Ltd. (Holding Company) 2) Kriti Nutrients Ltd. (Subsidiary company of Sakam Trading Pvt. Ltd.) 3) Chetak Builders Pvt. Ltd. (Subsidiary company of Sakam Trading Pvt. Ltd.) 4) Sakam Charitable Trust, Indore Annual Report

56 The following transaction were carried out wi e related parties in e ordinary course of business Sr. No. KRITI INDUSTRIES (INDIA) LIMITED Nature of Transaction Subsidiary Key Management Personnel Relatives of Key Management Personnel ( Rs. in Lacs) Companies/entities under e control of Key Management Personnel 1 DEPB License purchased NIL NIL NIL (NIL) (NIL) (NIL) (294.60) 2 Sale of Consumable Items NIL) NIL NIL (0.25) (NIL) (NIL) (132.82) 3 Purchase of Consumable Items 1.11 NIL NIL 1.37 (NIL) (NIL) (NIL) (0.13) 4 Purchase of Capital Goods NIL NIL NIL (17.19 (NIL) (NIL) (NIL) 5 Remuneration NIL NIL (NIL) (168.51) (11.32) (NIL) 6 Rent Paid 0.70 NIL NIL (1.00) (NIL) (NIL) (10.38) 7 Unsecured LoanGiven NIL NIL NIL (183.40) (NIL) (NIL) (NIL) Taken NIL 216 NIL (NIL) (NIL) (NIL) (209) 8 Interest Taken NIL NIL NIL (13.26) (NIL) (NIL) (NIL) 9 Interest Given NIL 3.56 NIL (NIL) (2.31) (NIL) (23.77) 10 CSR Expenses NIL NIL NIL (NIL) (NIL) (NIL) (NIL) 42 Additional information required under Para (v) of Revised Schedule III of e Companies Act, 2013, is follows: ( Rs. in Lacs) materials consumed and percentage of Annual Report

57 43 Auditor's Remuneration ( Rs. in Lacs) Sr. No. Auditor's Remuneration a b Statutory Audit Fees / Tax Audit Fees Taxation & Oer matters including Legal & Professional Expenses NIL Figures are exclusive of Service Tax 44 Detail of Raw Material Consumption and Sales ( Rs. in Lacs) PARTICULARS RAW MATERIAL PLASTIC POLYMERS OTHERS TOTAL CONSUMPTION ( ) ( ) ( ) PARTICULARS MANUFACTURED PRODUCT PVC/HDPE PIPE/DUCT PVC FITTING OTHERS TOTAL 45 Previous year figures have been reclassified / regrouped wherever necessary. SALES ( ) ( ) ( ) ( ) As per Our Report of Even Date Attached For : Rakesh Kumar & Associates Chartered Accountants FRN: C For and on belhalf of e Board of Directors Rakesh Kumar Gupta Partner M.No Place: Indore Date:- 11 May, 2017 Shiv Singh Mehta (Managing Director) DIN Purnima Mehta (Executive Director) DIN V. K. Mittal (Chief Financial officer) Priyanka Gupta (Company Secretary) 55 Annual Report

58 Independent Auditors Report to e Members of Kriti Industries (I) Limited (Consolidated) To, The Members, Kriti Industries (India) Limited 34, Siyaganj, Indore (M.P.) Report on e Consolidated Financial Statements: We have audited e accompanying consolidated financial statements of KRITI INDUSTRIES (INDIA) LIMITED ( e Holding Company ) and its subsidiary (collectively referred to as e Group), comprising of e Consolidated Balance Sheet as at March 31, 2017, e Consolidated Statement of Profit and Loss and e Consolidated Cash Flow Statement for e year en ended, and a summary of significant accounting policies and oer explanatory information (hereinafter referred to as e consolidated financial statements ). Management s Responsibility for e Consolidated Financial Statements: The Holding Company s Board of Directors is responsible for e preparation of e consolidated financial statements in terms of requirements of e Companies Act, 2013 ( e Act ) at give a true and fair view of e consolidated financial position, consolidated financial performance and consolidated cash flows of e Company in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, The respective Board of Directors of e companies included in e Group are responsible for e maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding of e assets of e Group and for preventing and detecting frauds and oer irregularities; e selection and application of appropriate accounting policies; making judgments and estimates at are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of e financial statements at give a true and fair view and are free from material misstatement, wheer due to fraud or error, which have been used for e purpose of preparation of e consolidated financial statements by e Directors of e Holding Company, as aforesaid. Auditor s Responsibility: Our responsibility is to express an opinion on ese consolidated financial statements based on our audit. While conducting e audit, we have taken into account e provisions of e Act, e accounting standards and standards on auditing and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ereunder. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those Standards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about e amounts and e disclosures in e consolidated financial statements. The procedures selected depend on e auditor s judgment, including e assessment of e risks of material misstatement of e consolidated financial statements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Holding Company s preparation of e consolidated financial statements at give a true and fair view in order to design audit procedures at are appropriate in e circumstances but not for e purpose of expressing an opinion on wheer e Holding Company has an adequate financial controls system over financial reporting in place and e operating effectiveness of such controls. An audit also includes evaluating e appropriateness of e accounting policies used and e reasonableness of e accounting estimates made by e Holding Company s Board of Directors, as well as evaluating e overall presentation of e consolidated financial statements. We believe at e audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on e consolidated financial statements. Opinion: In our opinion and to e best of our information and according to e explanations given to us, e aforesaid consolidated financial statements give e information required by e Act in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India, of e consolidated state of affairs of e Group as at Annual Report

59 31st March, 2017, and its consolidated profit and its consolidated cash flows for e year ended on at date. Report on Oer Legal and Regulatory Requirements: 1) As required by Section 143 (3) of e Act, we report, to e extent applicable, at: (a) We have sought and obtained all e information and explanations which to e best of our knowledge and belief were necessary for e purposes of our audit of e aforesaid consolidated financial statements. (b) In our opinion, proper books of account as required by law relating to preparation of e aforesaid consolidated financial statements have been kept so far as it appears from our examination of ose books. (c) The Consolidated Balance Sheet, e Consolidated Statement of Profit and Loss, and e Consolidated Cash Flow Statement dealt wi by is Report are in agreement wi e relevant books of accounts maintained for e purpose of e consolidated financial statements. (d) In our opinion, e aforesaid consolidated financial statements comply wi e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, (e) On e basis of e written representations received from e directors of e Holding company and its subsidiary as on 31st March, 2017 taken on record by e Board of Directors of e Holding Company and its subsidiary, none of e directors of e Group is disqualified as on 31st March, 2017 from being appointed as a director of at company in terms of Section 164 (2) of e Act. (f) Wi respect to e adequacy of e Internal Financial Controls over financial reporting of e Group and e operating effectiveness of such controls, refer to our separate report in Annexure A ; and (g) Wi respect to e oer matters to be included in e Auditor s Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2014, in our opinion and to e best of our information and according to e explanations given to us: i. The consolidated financial statements disclose e impact of pending litigations on e consolidated financial position of e Group - Refer Note 27.3 to e consolidated financial statements. ii. The Group did not have any long-term contracts including derivative contracts for which ere were any material foreseeable losses. iii. There was no amount required to be transferred to e Investor Education and Protection Fund by e st Holding Company and its subsidiary company during e year ended 31 March iv. The Company has provided requisite disclosures in e financial statements as to holdings as well as dealings in Specified Bank Notes during e period from 8 November, 2016 to 30 December, Based on audit procedures and relying on e management representation we report at e disclosures are in accordance wi books of account maintained by e Company and as produced to us by e Management - Refer Note 30 to e consolidated financial statements. For Rakesh Kumar & Associates Chartered Accountants FRN: C Rakesh Kumar Gupta Partner M. No: Indore May 11, Annual Report

60 Annexure A to e Auditor s Report The Annexure referred to in paragraph 1(f) under Report on oer Legal and Regulatory Requirements of our Independent Auditor s Report of st even date on e consolidated financial statements to e members of Kriti Industries (India) Limited for e year ended 31 March Report on e Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of e Companies Act, 2013 ( e Act ) st In conjunction wi our audit of e consolidated financial statements of e Company as of and for e year ended 31 March 2017, we have audited e internal financial controls over financial reporting of KRITI INDUSTRIES (INDIA) LIMITED ( e Holding Company ) and its subsidiary company which are companies incorporated in India, as of at date. Management s Responsibility for Internal Financial Controls The Respective Board of Directors of e Holding Company and its subsidiary company, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on e internal control over financial reporting criteria established by e Company considering e essential components of internal control stated in e Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by e Institute of Chartered Accountants of India ( ICAI ). These responsibilities include e design, implementation and maintenance of adequate internal financial controls at were operating effectively for ensuring e orderly and efficient conduct of its business, including adherence to respective company s policies, e safeguarding of its assets, e prevention and detection of frauds and errors, e accuracy and completeness of e accounting records, and e timely preparation of reliable financial information, as required under e Companies Act, Auditors Responsibility Our responsibility is to express an opinion on e Company s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance wi e Guidance Note on Audit of Internal Financial Controls over Financial Reporting (e Guidance Note ) issued by ICAI and e Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of e Companies Act, 2013, to e extent applicable to an audit of internal financial controls, bo issued by ICAI. Those Standards and e Guidance Note require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about e adequacy of e internal financial controls system over financial reporting and eir operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing e risk at a material weakness exists, and testing and evaluating e design and operating effectiveness of internal control based on e assessed risk. The procedures selected depend on e auditor s judgment, including e assessment of e risks of material misstatement of e financial statements, wheer due to fraud or error. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding e reliability of financial reporting and e preparation of financial statements for external purposes in accordance wi generally accepted accounting principles. A company s internal financial control over financial reporting includes ose policies and procedures at : (1) pertain to e maintenance of records at, in reasonable detail, accurately and fairly reflect e transactions and dispositions of e assets of e company; (2) provide reasonable assurance at transactions are recorded as necessary to permit preparation of financial statements in accordance wi generally accepted accounting principles, and at receipts and expenditures of e company are being made only in accordance wi auorisations of management and directors of e company; and (3) provide reasonable assurance regarding prevention or timely detection of unauorised acquisition, use, or disposition of e company s assets at could have a material effect on e financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of e inherent limitations of internal financial controls over financial reporting, including e possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of e internal financial controls over financial reporting to future periods are subject to e risk at e internal financial control over financial reporting may become inadequate because of changes in conditions, or at e degree of compliance wi e policies or procedures may deteriorate. Opinion In our opinion, e Holding Company and its subsidiary company, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on e internal control over financial reporting criteria established by e Company considering e essential components of internal control stated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e ICAI. For Rakesh Kumar & Associates Chartered Accountants (FRN: C) Rakesh Kumar Gupta Partner (M. No: ) Place : Indore Date : May 11, 2017 KRITI INDUSTRIES (INDIA) LIMITED Annual Report

61 Consolidated Balance Sheet as at Particulars I. EQUITY AND LIABILITIES Shareholder s Funds Non-Current Liabilities Current Liabilities Assets Non-current assets Current assets Note No. As at ( Rs. in Lacs) As at Share Capital Reserves and Surplus Long-term borrowings Deferred tax liabilities (Net) Oer Long term liabilities Short-term borrowings Trade payables Oer current liabilities Short-term provisions Fixed assets Total Tangible assets Intangible assets Capital work-in-progress Non-current investments Long term loans and advances Oer non-current assets Inventories Trade receivables Cash and bank balances Short-term loans and advances Oer current assets Significant accounting policies & Notes to e accounts 1-34 As per Our Report of Even Date Attached For : Rakesh Kumar & Associates Chartered Accountants FRN: C Rakesh Kumar Gupta Partner M.No Place: Indore Date:- 11 May, 2017 Shiv Singh Mehta (Managing Director) DIN KRITI INDUSTRIES (INDIA) LIMITED Total For and on belhalf of e Board of Directors Purnima Mehta (Executive Director) DIN V. K. Mittal (Chief Financial officer) Priyanka Gupta (Company Secretary) 59 Annual Report

62 CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ( Rs. in Lacs) For e year ended For e year ended Particulars Note No Revenue From Operations Less: Less : Excise Duty Oer Income Expenses: Cost of Materials Consumed Changes in Inventories of Finished Goods, Work-in-progress and Stock-in-trade ( ) (105.96) Employee Benefit Expense Financial Costs Depreciation And Amortization Expense Oer Expenses Prior Period Expenses ( Excise Duty Paid) Current Tax Mat Credit 0.00 (2.08) Excess Provision Of Earlier Year Written Back (47.65) (4.36) Deferred Tax Earning Per Equity Share: Total Revenue Total Expenses Profit Before Prior Period Expenses & Tax Profit Before Tax Tax Expense: KRITI INDUSTRIES (INDIA) LIMITED Profit/(loss) For The Year (1) Basic (2) Diluted Significant accounting policies & Notes to e accounts 1-34 As per Our Report of Even Date Attached For : Rakesh Kumar & Associates Chartered Accountants FRN: C For and on belhalf of e Board of Directors Rakesh Kumar Gupta Partner M.No Place: Indore Date:- 11 May, 2017 Annual Report Shiv Singh Mehta (Managing Director) DIN Purnima Mehta (Executive Director) DIN V. K. Mittal (Chief Financial officer) Priyanka Gupta (Company Secretary) 60

63 KRITI INDUSTRIES (INDIA) LIMITED CONSOLIDATED CASH FLOW AS ON Particulars Cash Flow From Operating Activities Year Ended Amount Amount ( Rs. in Lacs) Year Ended Amount Amount Net Profit before Tax Adjustments for : Depreciation (Profit)/ Loss on Sale of Fixed Assets Financial Income (107.42) (171.17) Financial Expense , Cash Operating Profit before working capital changes Increase / (Decrease) in Trade Payables Increase / (Decrease) in Short term Provisions (596.39) (44.60) Increase / (Decrease) in Oer Current Liabilities (159.35) (Increase) / Decrease in Inventories ( ) (Increase) / Decrease in Trade Receivables ( ) (Increase) / Decrease in Long term Loans & Advances (8.19) (30.63) (Increase) / Decrease in Oer Non Current Assets (4.47) 2.86 (Increase) / Decrease in Short term Loans & Advances (409.36) (Increase) / Decrease in Oer Current Assets (29.10) (64.26) (2,167.28) Tax Paid (247.41) (292.00) Net Cash From Operating Activities (A) Cash Flow From Investing Activities Financial Income Sale Proceed Of Fixed Assets (Net) Purchase of Fixed Assets ( ) (868.15) Investment in Fixed Deposits having maturity of more an 3 mons (197.20) (Increase) / Decrease in Non Current Investment Net Cash Used In Investing Activities (B) ( ) (877.43) Cash Flow From Financing Activities Proceeds from Long Term Borrowings , Repayment of Long Term Borrowings ( ) (615.46) Net Increase / (Decrease) in Long Term Borrowings (450.28) Increase / (Decrease) in Oer Long Term Liability (2.82) 9.36 Increase / (Decrease) in Short Term Borrowings Dividend Paid on Equity Shares 0.00 (89.28) Dividend Distribution Tax Paid 0.00 (18.18) Financial Expenses ( ) ( ) 61 Annual Report

64 CONSOLIDATED CASH FLOW AS ON Particulars KRITI INDUSTRIES (INDIA) LIMITED Year Ended Amount Amount ( Rs. in Lacs) Year Ended Amount Amount Net Cash Used In Financing Activities (C) Net Decrease In Cash and Cash Equivalents (A + B + C) ADD :Cash and cash equivalents - Opening - 1st April Cash and cash equivalents - Closing - 31st March (890.08) (419.46) FOOTNOTE TO CASH FLOW STATEMENT: 1. Components of Cash and Cash Equivalents are produced as under: Particulars Cash & Cash Equivalents Balances wi Banks Current Account Cash on hand 3.26 Total of Cash & Cash Equivalent ( Rs. in Lacs) ( Rs. in Lacs) 2. Reconciliation of Cash and Cash Equivalents wi Cash and Bank as per e Balance Sheet Balances: Particulars Cash and cash equivalents as above Add : Oer Cash and Bank Balances Unpaid Dividend Fixed Deposit account maturity more an 3 mon & less an 12 mon Cash and Bank Balances classified as Current (Refer Note 18) Significant accounting policies & Notes to e accounts 1-34 As per Our Report of Even Date Attached For : Rakesh Kumar & Associates Chartered Accountants FRN: C For and on belhalf of e Board of Directors Rakesh Kumar Gupta Partner M.No Place: Indore Date:- 11 May, 2017 Shiv Singh Mehta (Managing Director) DIN Purnima Mehta (Executive Director) DIN V. K. Mittal (Chief Financial officer) Priyanka Gupta (Company Secretary) Annual Report

65 NOTE:1 SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS Statement of Accounting Policies (a) (b) (c) Basis of Accounting The financial statements have been prepared in accordance wi e generally accepted accounting principles (GAAP) in India under e historical cost convention on accrual basis. GAAP Comprises mandatory accounting Standards as prescribed under section 133 of e Companies Act,2013 ( Act ) read wi Rule 7 of e Companies (Accounts) Rules, Principles of consolidation 1 The consolidated financial statements relate to Kriti Industries (India) Limited (company) and its wholly owned subsidiary Kriti Auto & Engineering Plastics Pvt. Ltd (KAEPPL). The consolidated financial statements have been prepared on e following basis. 1.1 The financial statements of e company and its subsidiary have been combined on a line-by-line basis by adding togeer e book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transaction resulting in unrealized profits or losses. 1.2 The consolidated financial statements have been prepared using uniform accounting policies like transaction and oer events in similar circumstances and are presents to e extent possible, in e same manner as e company s separate financial statements. 2 The subsidiary considered in e consolidated financial statements is: Name of Company Country of incorporation % Voting Power held as st at 31 March 2017 % Voting Power held as st at 31 March 2016 Kriti Auto &Engineering India Plastics Pvt. Ltd (KAEPPL) Oer Significant accounting Policies These are set out in e notes to e financial statements under Statement of accounting Policies of financial statements of e company and KAEPPL. 63 Annual Report

66 Particulars KRITI INDUSTRIES (INDIA) LIMITED KRITI INDUSTRIES (INDIA) LIMITED NOTES Forming Part of e Balance Sheet and Statement of Profit & Loss (Consolidated) ( Rs. in Lacs) As at As at NOTE NO. 2 SHARE CAPITAL 22.1 AUTHORIZED Equity Shares of Rs. 1/- each Optional convertible Preference Shares of Rs. 10/- each ISSUED, SUBSCRIBED AND PAID UP equity shares of Rs 1/- each fully paid up which are issued as fully paid up share on on account of scheme of arrangement as approved by The Hon ble High Court of M.P. Indore Bench Reconciliation of shares Opening Balance of shares of Rs. 1/- each Issued during e year Closing Balance shares of Rs. 1/- each The company has issued only one class of shares referred to as equity shares having a par value of Rs.1 each. Holder of e equity share as referred in e records of e company as of date of e shareholder s meeting is referred to one vote in respect of each share held for all matters submitted to vote in e shareholder s meeting. The company declares and pays dividends in Indian rupees. In e event of liquidation of e company e holders of equity shares will be entitled to receive any of e remaining assets of e company after distribution of all preferential amounts. 2.3 SHAREHOLDER HOLDING MORE THAN 5 % OF SHARES OF THE COMPANY AND ITS PERCENTAGE SAKAM TRADING PRIVATE LIMITED No. of Shares %age of Shares 52.10% 52.10% Pursuant to e Hon ble High Court of M.P. order dated approving e scheme of amalgamation of promoter group companies viz Kriti Corporate Services Pvt. Ltd., Kriti Auto Accessories Private Ltd., Kasta Pipes Pvt. Ltd. and Shipra Pipes Pvt Ltd. wi Sakam Trading Pvt. Ltd., e Shareholding of e above transferor companies are vested in Sakam Trading Pvt. Ltd. Thus Sakam Trading Pvt. Ltd. becomes holding company w.e.f of Kriti Industries (I) Ltd CHETAK BUILDERS PRIVATE LIMITED No. of Shares %age of Shares 9.01% 9.01% NOTE NO. 3 RESERVES & SURPLUS RESERVES 3.1 General Reserve Opening Balance Add: Transfer from P&L Add: Transfer from Contingency Reserve Closing Balance SHARE PREMIUM ACCOUNT Opening Balance Add: Transfer from P&L Closing Balance Contingency Reserve Opening Balance Add: Transfer from P&L Less: Transfer to General Reserve (75.00) Closing Balance SHARE FORFEITURE ACCOUNT Opening Balance Add: Transfer from P&L Closing Balance Annual Report

67 NOTES Forming Part of e Balance Sheet and Statement of Profit & Loss (Consolidated) As at As at SURPLUS Statement of Profit & Loss Opening Balance Add Profit & Loss during e period Less: Interim Dividend Nil (Previous year 0.18 per share) Corporate Dividend Tax Transferred to General Reserve Balance in Surplus Exchange Fluctuation Reserve (created is year) (93.61) 0.00 Total NOTE NO. 4 LONG TERM BORROWINGS (Installment due wiin 12 mons shown in current Liabilities) SECURED Particulars Total Tenture No. of Installment Payable as on Last Installment due on Rate of Interest As at As at IDBI Bank Ltd. 20 Quarterly Installment 13 1st June, % State Bank of Hyderabad 20 Quarterly Installment 8 31st March, % COSMOS Bank 60 Monly Installment September, % HDFC Bank Ltd. 32 Quarterly Installment 20 31st March, % TOTAL ( Above loans are secured by First charge/ Mortgage on fixed assets of e company and personal guarantee of Managing Director ) UNSECURED From Banks Term of Repayment of Long Term Borrowings Particulars Total Tenture No. of Installment Payable as on KRITI INDUSTRIES (INDIA) LIMITED Last Installment due on Rate of Interest As at As at YES Bank 3 Installment Last 3 Mon 3 st 31, December, % NOTE NO. 5 DEFERRED TAX LIABILITY NET 5.1 Deferred Tax Liability (Net) (On account of tax effects on timing difference arising due to difference in Depreciation) Total NOTE NO. 6 OTHER LONG TERM LIABILITIES 6.1 UNSECURED Oer Loans and advances (Security Deposit received from dealers) Total NOTE NO -7 SHORT TERM BORROWINGS 7. 1 Loans repayable on Demand SECURED From banks (Secured by hypoecation of finished goods, Raw material, Stock in process, store and spares, sundry debtors, export bills, receivables and second charge on fixed assets of e company and personal guarantee of Managing director ) UNSECURED From banks Loans & Advances from Related Parties Total NOTE NO. 8 TRADE PAYABLES 8.1 Trade Payables Total NOTE NO. 9 OTHER CURRENT LIABILITIES 9.1 Outstanding Expenses Statutory Liabilities Current maturities of Long term debt Unpaid dividends Total NOTE NO.10 SHORT TERM PROVISIONS 10.1 Provision for Employees Benefits Provision of Income Tax Total Annual Report

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69 KRITI INDUSTRIES (INDIA) LIMITED NOTES Forming Part of The Balance Sheet and Statement of Profit & Loss (Consolidated) ( Rs. in Lacs) Particulars As at As at NOTE NO. 13 NON- CURRENT INVESTMENT 13.1 National Saving Certificate Unquoted Trade Investment in equity instruments Sahkari Audhyogik Vasahat Ltd. (1 Share of Rs. 500/-each ) Kriti Auto Engineering & Plastics Private Limited ( 100% Subsidiary ) (1000 Shares of Rs. 10/- each ) Non Trade Investment in equity instruments The Cosmos Co-operative Bank Ltd (10000 Equity Shares of Rs. 100/- each) Total NOTE NO. 14 LONG TERM LOANS AND ADVANCES 14.1 Security Deposits Total NOTE NO. 15 OTHER NON CURRENT ASSETS 15.1 Fixed deposit wi banks against margin money Total NOTE NO. 16 INVENTORIES 16.1 Raw Material Finished Goods Stores and Spares & oers Total NOTE NO. 17 TRADE RECEIVABLES 17.1 Trade Receivables ( Unsecured considered good ) Over Six mons from e date ey become due Oers Total NOTE NO. 18 CASH AND BANK BALANCES 18.1 Cash & Bank Balance Balances wi Banks Cash on hand oer Bank Balances Unpaid dividend Fixed deposit wi banks against margin money Total NOTE NO. 19 SHORT-TERM LOANS AND ADVANCES 19.1 Unsecured, Considered good Advances recoverable in cash or kind or for value to be received Total NOTE NO. 20 OTHER CURRENT ASSETS 20.1 Sundry Deposits Advance Tax/ Tax Deducted at source CENVAT Accrued Interest/ Income Total Annual Report

70 Particulars KRITI INDUSTRIES (INDIA) LIMITED KRITI INDUSTRIES (INDIA) LIMITED NOTES Forming Part of The Balance Sheet and Statement of Profit & Loss (Consolidated) As at ( Rs. in Lacs) As at NOTE NO. 21 REVENUE FROM OPERATIONS 21.1 Sale of Products Oer operating revenues less: Excise Duty Total NOTE NO. 22 OTHER INCOME 22.1 Interest Income Dividend Income Oer Non-operating Income Total NOTE NO. 23 EMPLOYEE BENEFITS EXPENSES 23.1 Salaries & Wages Contribution to provident and oer fund Staff Welfare Expenses Director Remuneration P.F on Director Remuneration Total NOTE NO. 24 FINANCIAL COST 24.1 Interest Expenses Oer Borrowing Cost Total NOTE NO. 25 OTHER EXPENSES (I) Manufacturing Expenses 25.1 Stores and Spares Consumed Power Charges Freight & Cartage Repairs & Maintenance Insurance Charges Water Charges Loss on Sale of Fixed asset Excise Duty on Closing Stock Excise Duty on Opening Stock (390.51) (390.63) 25.9 Job Work Charges Miscellaneous Manufacturing Expenses Sub Total (I) (II) Administrative Expenses Stationery & Printing Computer Expense Rent, Rates and Taxes Postage, Telegram and Telephones Auditor s Fees Conveyance Expenses Legal & Professional Charges Miscellaneous Expenses Director s Meeting Fee Net loss on foreign currency transactions Corporate Social Responsibility Sub Total (II) (III) Selling & Distribution Expenses Advertisement & Publicity Sales Promotion Expenses Brokerage & Commission Service Charges Freight Outward Sales Tax & Octroi Travelling Expenses Bad debts Sub Total (III) TOTAL ( I+II+III ) Annual Report

71 26 in e opinion of e Board of Directors of e Company, e Current Assets, Loans and Advances have a value realizable in e ordinary course of business at least equal to e amount at which ey are stated and provisions for all known liabilities are adequate and not in excess of e amount reasonably necessary. 27 Contingent liabilities 27.1 Estimated amount of contracts remaining to be executed on Capital Account Rs Lacs net of advance given (Previous Year Rs lacs) 27.2 Bank has given guarantee on behalf of e Company to various parties to e extent of Rs Lacs (Previous Year Rs lacs.) 27.3 Claims not acknowledge by e company on Commercial tax matters Rs Lacs (Pre. Year Rs Lacs). 28 The amount of Foreign Exchange gain/ (loss) included in e profit & loss account is Rs.(5.10) Lakhs (Previous Year gain/ (loss) Rs. (15.18) Lakhs). 29 During e year ended excise duty on closing stock amounting to Rs Lakhs is net off excise duty on opening stock (Rs Lakhs minus Rs ). 30 Disclosure in respect of Specified Bank Notes held and transacted as per Notification no. G.S.R. 308(E) dated :- SBNs Oer Denomination Notes Amt. Total Amount Particulars Denomination Amount Closing cash in hand as on Total (+) Permitted receipts (-) Permitted payment (-) Amount Deposit in banks Total Closing cash in hand as on EARNING PER SHARE The Company s share capital consists of equity share. The basic and diluted earnings per share is calculated as under: Sr.No. Nature of Transaction Current Year Previous Year 1. Number of Shares Profit contribution for Basic EPS (Rs in Lakhs) Extra Ordinary Items (Wiin e meaning of AS-5, Net Profit or loss for e period, Prior Period items and Changes in e Accounting Policies) NIL NIL 4. Basic Earning Per Share Diluted Earning Per Share Nominal Value Per Share In accordance wi e Accounting Standard (AS) 18 Related Party Disclosures issued by The Institute of Chartered Accountants of India (ICAI) and as specified under section 133 of e Companies Act, 2013 ( The Act ) read wi Rule 7 of e Companies ( Accounts ) Rules, The names of e related parties and e relevant disclosure is as under:- (a) Name of e related party and description of relationship: i. Key Management Personnel: Shri Shiv Singh Mehta, Managing Director Smt. Purnima Mehta, Executive Director SBNs 69 Annual Report

72 Shri V.K. Mittal, Chief Financial Officer Smt.Priyanka Gupta, Company Secretary ii. Relatives of Key Management Personnel Shri Saurabh Singh Mehta (Son of Managing Director/ Executive Director) Smt. Devki Hirawat (Daughter of Managing Director/ Executive Director) iii. Subsidiary Company 1) Kriti Auto & Engineering Plastics Pvt. Ltd (Wholly owned Subsidiary Company) iv Companies/entities under e control of Key Management Personnel 1) Sakam Trading Pvt. Ltd. (Holding Company) 2) Kriti Nutrients Ltd. (Subsidiary company of Sakam Trading Pvt. Ltd.) 3) Chetak Builders Pvt. Ltd. (Subsidiary company of Sakam Trading Pvt. Ltd.) 4) Sakam Charitable Trust, Indore The following transaction were carried out wi e related parties in e ordinary course of business ( Rs. in Lacs) Sr. No. KRITI INDUSTRIES (INDIA) LIMITED Nature of Transaction Key Management Personnel Relatives of Key Management Personnel Companies/entities under e control of Key Management Personnel 1 DEPB License purchased NIL NIL (NIL) (NIL) (294.60) 2 Sale of Consumable Items NIL NIL (NIL) (NIL) (132.82) 3 Purchase of Consumable Items NIL NIL 1.37 (NIL) (NIL) (0.13) 4 Purchase of Capital Goods NIL NIL NIL (NIL) (NIL) (NIL) 5 Remuneration NIL (168.51) (11.32) (NIL) 6 Rent Paid NIL NIL (NIL) (NIL) (10.38) 7 Unsecured LoanGiven NIL NIL NIL (NIL) (NIL) (NIL) Taken 216 NIL (NIL) (30.00) (209) 8 Interest Given (NIL) (2.31) (23.77) 9 CSR Expenses NIL NIL (NIL) (NIL) (NIL) *The figures mentioned in e brackets are previous year figures. 33 Auditor s Remuneration ( Rs. in Lacs) Sr. No. Auditor s Remuneration a. Statutory Audit/ Tax Audit Fees b Taxation & Oer matters including Legal & Professional Expenses Nil Figures are exclusive of Service Tax. 34 Previous year figures have been reclassified / regrouped wherever necessary. Annual Report

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