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Kranti Industries Ltd.

BSE: 542459 Sector: Engineering
NSE: N.A. ISIN Code: INE911T01010
BSE 00:00 | 24 Apr Kranti Industries Ltd
NSE 05:30 | 01 Jan Kranti Industries Ltd
OPEN 19.05
PREVIOUS CLOSE 20.50
VOLUME 3000
52-Week high 41.00
52-Week low 19.05
P/E 9.43
Mkt Cap.(Rs cr) 17
Buy Price 17.05
Buy Qty 3000.00
Sell Price 20.00
Sell Qty 3000.00
OPEN 19.05
CLOSE 20.50
VOLUME 3000
52-Week high 41.00
52-Week low 19.05
P/E 9.43
Mkt Cap.(Rs cr) 17
Buy Price 17.05
Buy Qty 3000.00
Sell Price 20.00
Sell Qty 3000.00

Kranti Industries Ltd. (KRANTIINDUST) - Director Report


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Company director report

TO

THE SHAREOWNERS

KRANTI INDUSTRIES LIMITED.

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

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended on March 31 2019 issummarized below:

Particulars Standalone Consolidated
31.03.2019 31.03.2018 31.03.2019 31.03.2018
Revenue Operations 578811086.86 401016460.75 607000910.11 459957948.03
Other Income 4477270.69 932594.85 4793099.73 708326.92
Total Revenue 583288357.55 421975460.08 611794009.84 461092084.93
Cost of Material Consumed 328988709.46 218367718.54 335063603.68 235768011.52
Manufacturing and Operating Expenses 91833609.63 294724620.61 95538595.22 83724315.18
Employee Benefits expenses 66918324.46 59342437.45 75896191.68 67657135.79
Sales administration and Other Expenses 18240192.58 14038706.21 20094260.50 16063936.14
Finance Cost 21569844.61 20229179.88 23858945.64 21952371.36
Depreciation and amortization ex- penses 26564333.97 25305157.85 30766065.94 29862875.04
Total Expenditure 554115014.71 413599609.00 581217662.66 455028645.03
Profit/(Loss) Before Tax 29173342.84 8375851.08 30576347.18 6063439.90
Less: Taxes
(a) Current Tax 5304958.29 63453.00 5304958.29 63453.00
(b) Deferred Tax 3623167.00 (2750542) 4074328.15 (2933148.24)
(c)Tax expenses re- lating to prior years 0.00 54929.00 0.00 54929.00
Profit for the year B/F Minority Interest 0.00 8375851.08 21197060.74 8878206.14
Minority Interest 0.00 - (28555.30) (63894.15)
Profit/(Loss) After Tax Carried to Bal- ance sheet 20245217.55 11008011.08 21112986.44 8942100.29

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

REVENUE-Standalone

During the year under review your company registered a total revenue from operationson a standalone basis at र5832.88 Lakh as compared to र4219.75 Lakh in the previous year.Earnings before interest tax depreciation and amortization on standalone basis stood atर772.76 Lakh as compared to र539.10 Lakh in the previous year.

REVENUE-Consolidated

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

PROFIT/LOSS-Standalone

During the year under review Company's profit after tax on standalone basis stood atर202.45 Lakh as compared of र110.08 Lakh in the previous year. This was possible due toproper utilization of resources procurement planning and good demand in the market.

PROFIT/LOSS -Consolidated

During the year under review Company's net profit after tax stood at र211.12 Lakh ascompared to र89.42 Lakh in the previous year on consolidated basis. During the financialyear under review management gave immense focus upon the capacity utilization predictivemaintenance new part development etc which resulted into improvement in machineperformance and adding more value to business.

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

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

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

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

5. CAPITAL STRUCTURE OF THE COMPANY

During the financial year under review the Authorized Share Capital of the Company wasRs.100000000/- (Rupees Ten Crores only) and the Issued Subscribed and Paid-up ShareCapital of the Company stood at र88020000/- (Rupees Eight Crore Eighty Lacs and TwentyThousand only) divided into 8802000 shares of Rs 10 each.

During the period under review the company has issued shares through Initial PublicOffering of 2319000 equity shares of face value of र10 each at an offer price of र37.00per equity share for cash aggregating र858.03 Lakh ("public offer") comprisingof a fresh issue of 1752000 equity shares aggregating up to र648.24 Lakh ("freshissue")and an offer for sale of 567000 equity shares by Mrs. Basanti Vora (the"promoter group selling shareholder") aggregating to र209.79 Lakh ("offerfor sale").

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

6. DETAILS OF SUBSIDIARIES & ASSOCIATE:

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

Name of the Entity Nature Date on becoming a subsidiary/associate Date of cessation of subsidiary
WONDER PRECISION PRIVATE LIMITED Subsidiary March 31 2013 NA
KRANTI SFCI PRIVATE LIMITED Associate December 172018 NA

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

Name of the Subsidiary WONDER PRECISION PRIVATE LIMITED
Date March 31 2013
Percentage of Capital held by the 97 %
Company
Reporting period of subsidiary March 31 2019
Authorised share capital र100000/-
Paid-up share capital र100000/-
Turnover र30727951.29
Profit/Loss Before Tax (PBT) र1403004.34
Less: Taxes:
(a) Current Tax -
(b) Deferred Tax र451161.15
Profit After Tax (PAT) र951843.19
Report on performance ‘WONDER PRECISION PRIVATE LIMITED' (Subsidiary Company) has performed good in respect of turnover. With this the company has managed to book marginal Profit after tax to Rs. 9.51 Lac. The Board takes a serious note on the same and taking remedial action to reduce the overall cost thereby increasing the profits in coming years

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

Name of the Associates KRANTI SFCI PRIVATE LIMITED
Date December 17 2018
Percentage of Capital held by 30%
the Company
Reporting period of Associates March 31 2019
Authorised share capital र5000000/-
Paid-up share capital र5000000/-
Turnover र 141105.00
Profit/Loss Before Tax (PBT) र -314429.51
Less: Taxes:
(a) Current Tax -
(b) Deferred Tax र 129358.91
Profit After Tax (PAT) र -185070.60
Report on performance KRANTI SFCI PRIVATE LIMITED was incorporated on December 17 2018 hence this is the first year of the company financial the company started its operations on March 11 2019

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS: During the year following Directors are acting on the Board ofCompany:

Sr No Name of the Directors DIN Designation
1 Indubala Subhash Vora 02018226 Non-Executive Director
2 Sachin Subhash Vora 02002468 Chairman & Managing Director
3 Sumit Subhash Vora 02002416 Whole Time Director
4 Shashikant Vishnupant Bugde 01490772 Independent Director
5 Prakash Vasant Kamat 07350643 Independent Director
6 Pramod Vinayak Apshankar 00019869 Independent Director

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

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

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

10. RE-APPOINTMENT OF DIRECTOR:

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

11. COMMITTEE OF BOARD:

The Company had constituted such committees as required under the Companies Act 2013along with the related rules made thereunder read with Listing Obligations &Disclosure Requirements Regulations 2015 in the board meeting held on 23rd December2015.

The Company has listed its security on SME platform of BSE limited on 28th February2019

Following Committees are functional :

(A) Audit Committee;

(B) Nomination and Remuneration Committee;

(C) Stakeholders Relationship Committee

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

(i) Vigil Mechanism and Whistle Blower Policy;

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

(iii) Code of Conduct for Independent Directors;

(iv) Insider Trading Policy;

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

(vi) Policy for Determination of Materiality

(vii) Policy on Materiality of Related Party Transactions

(viii) Corporate Social Responsibility (CSR) Policy

All above named policies and codes are available on our website

(www.krantiindustries.com)

(A) AUDIT COMMITTEE:

The Composition of the Audit Committee and the meetings attended by each of themembers as on 31 March 2019 is given below. Four Audit Committee meetings were held on4th June 2018 30th August 2018 3rd December 2018 March 31 2019 during the financialyear 2018-19 under review.

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

Mr. Shashikant Bugde Chairman of the Audit Committee and the Company Secretary of theCompany shall act as the Secretary to the Audit Committee. The present constitution of theAudit Committee meets the requirements of the regulation 18 of the Listing Obligations& Disclosure Requirements Regulations 2015 and Section 177 of the Companies Act2013. The Audit Committee Policy are available on our website

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

(B) NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee comprised of the followingmembers as on March 31 2019:

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

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

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

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

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Composition of the Stakeholders Relationship Committee comprised of the followingmembers as on March 31 2019:

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

Bhavesh Selarka is performing as the Secretary to the Committee.

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

KRANTI INDUSTRIES LIMITED

At Gat No. 267/B/1 Post Pirangut

Taluka-Mulshi District Pune- 412 115

Tel (020) 66755676

E-mail: cs@krantiindustries.com

No complaints were received during the year under review.

Vigil Mechanism and Whistle Blower Policy:

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

Code of Conduct for Prevention of Insider Trading:

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

Corporate Social Responsibility (CSR) Policy:

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

12. MEETINGS OF BOARD:

During the year sixteen (16) meetings of the Board of Directors were held all thedirectors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time details of which aregiven below:

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

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

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

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

14. EXTRACT OF THE ANNUAL RETURN:

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

15. DECLARATION BY INDEPENDENT DIRECTOR:

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

16. DEPOSITS:

During the period under review the Company has accepted deposits from its members inrelation to which the process prescribed under Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposit) Rules 2014 was also duly followed andcomplied. Details are given below:

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

Balance at the begin- ning of the year Deposit accepted during the year Total amount of Deposited Amount re- paid during the year Amount re- maining with Company (Matured but Not Claimed) Interest paid during the FY
30187000 845000 33032000 13430000 19602000 3154771

There has been no default in repayment of deposits or payments of interest thereonduring the year the Company has paid र3154771/- towards the deposit interest during theyear.

17. AUDITORS:

APPOINTMENT /RE-APPOINTMENT / RESIGNATION OF STATUTORY AUDITOR:

A. RESIGNATION OF STATUTORY AUDITOR:

The Auditors M/s. Siddharth Bogawat and Associates Chartered Accountants Pune (FirmRegistration No.: 131626W) has tendered his resignation to continue to be auditor of theCompany stating that he does not hold the Peer Review Certificate which is a mandatory innature for the proposed SME Listing Process of the Company thus considering the aboverequirement Board has accepted its resignation dated 5th October2018.

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

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

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

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

C. APPOINTMENT OF STATUTORY AUDITOR

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

The Notes on accounts referred to in the Auditors' Report are self-explanatory and donot call for any further comments.

18. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 and theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s H J Patel and Co. Practicing Company Secretary to undertake theSecretarial Audit for the F.Y. 2018-19. The Secretarial Audit Report for F.Y. 2018-19 isAnnexed herewith marked as Annexure V to this Report. The Secretarial Audit Report doesnot contain any qualification reservation adverse remark or disclaimer.

19. COST AUDITOR:

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

20. SECRETARIAL STANDARDS

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

21. GREEN INITIATIVE:

Pursuant to section 101 and 136 of the Act read with Companies (Management andAdministration) Rules 2014 the Company can send Notice of Annual General Meetingfinancial statements and other communication in electronic forms. Your Company is sendingthe Annual Report including the Notice of Annual General Meeting audited financialStatements Directors' Report along with their annexure etc. for the Financial Year2018-19 in the electronic mode to the shareholders.

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

22. E-VOTING/BALLOT VOTING

In terms of requirements of the Companies Act 2013 and the relevant rules madethereunder the Company has provided ‘remote e-voting' (e-voting from a place otherthan venue of the AGM) facility through Instavote – Linkintime Platform as analternative for all members of the Company to enable them to cast their voteselectronically on the resolutions mentioned in the notice of the 24th Annual GeneralMeeting (AGM) of the Company.

23. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

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

This Policy seeks to minimize the adverse impact of these risks thus enabling theCompany to control market opportunities effectively and enhance its long-term competitiveadvantage. Several risks can impact the achievement of a business objective. Similarly asingle risk can also impact the achievement of several business objectives.

The focus of risk management is to assess risks and deploy mitigation measures. This isdone through periodic review of the risk and strategy of the Board.

During the last financial year the Company's risk management practices were primarilyfocuses on the effectiveness of strategic programs in improving our competitive positionwhich provides unique place to the Company in today's competitive business world our goodteam of employees and professionals always prepared to address any incidents that maycause business disruptions to our physical and technological model strengthening internalcontrol to detect fraudulent activity leadership development and monitoring possibleimpact of changes in our regulatory environment.

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

The Company has made a comprehensive approach to risk management fully integratingrisk management with strategic financial and customer management so that goals andresponsibilities are aligned across the Company.

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

24. GENERAL SHAREHOLDERS INFORMATION:

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

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

25. MARKET INFORMATION:

Market price data – monthly highest/lowest from the date of listing upto June 302019 on the BSE of the Company's Equity shares is given hereunder:

Date Open High Low Close No. of Shares No. of Trades Total Turnover
Feb-19 35.25 37 35.25 36.95 570000 183 20965050
Mar-19 38 38 34.5 36.05 300000 78 10802100
Apr-19 36.5 40.9 36.25 39.5 306000 99 11737950
May-19 39 41 30.6 37.5 297000 96 11128200
Jun-19 37.1 37.1 35.1 37 90000 30 3255900

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

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

The management of your Company would like to share the highlights of its performance onthe conservation of energy technology absorption foreign exchange earnings and outgo asbelow:

A. CONSERVATION OF ENERGY/ RESOURCES:

The Company is continuously striving towards improving the energy conservation measuresin all areas. Company ensures strict compliance with all the statutory requirements andhas taken several sustainable steps voluntarily to contribute towards better environment.Few steps are listed below:

• Conservation of natural resources like electricity oil and fuel.

• Use of natural lighting and natural ventilation

• Encouraging green building initiatives

• Rain water harvesting and water conservation.

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

Steps taken or impact on conservation of energy:

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

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

The Company makes every possible effort to save the energy thus it used secondarysources to reduce daily consumption of electricity inside the company receives abundantsunlight and natural air circulation. Capital investment on energy conservationequipment's: The Company has not directly made any capital investment for energyconservation whereas the company has entered into the agreement with a developer andinstalled rooftop solar system for which the company will be purchasing the generatedpower.

Water Management: As an effort towards conservation of water the company has takennecessary steps in rainwater harvesting. The Company has a storage capacity of around200000 Litres of rainwater.

Waste Management: The Company has strived to ensure reuse recycling andresponsible disposal of waste by adopting a suitable method.

Health safety and environment: The Company is committed to providing a safe andhealth workplace to our employees contractors and achieving high standards ofenvironmental protection.

B. TECHNOLOGY ABSORPTION:

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

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign exchange earnings during the year under review is NIL.

Foreign exchange outgo during the year is given below:

Particulars During F.Y 2018-19 During F.Y 2017-18
Spares for Repairs 0.00 216077.42
Travelling Expense 212030.00 229406.00
Advance for Capital Goods 9865200.00 4760800.00

Value of imports calculated on CIF basis:

Particulars During F.Y 2018-19 During F.Y 2017-18
Capital Goods 25549123.81 1489119.00
Raw Material 193638.90 0.00

27. DIRECTORS' RESPONSIBILITY STATEMENT:

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

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period.

c) The directors had taken proper and adequate care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT:

The Company has not made any Inter-Corporate Loans provides guarantees or securitiesor made any investments during the period under review as referred to under Section 186 ofthe Companies Act 2013 and the rules made there under. However the company has givencorporate guarantee on behalf of its associate company "KRANTI SFCI PRIVATELIMITED" to Siemens Financial Services Private Limited on January 31 2019 foraggregate amount not exceeding Rs. 10000000.00 (Rs. One Crore Only)

29. PARTICULARS OF RELATED PARTY TRANSACTIONS:

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

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

Internal Control Systems and their adequacy:

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

• Safeguarding assets and their usage.

• Maintenance of Proper Accounting Records

• Adequacy and Reliability of the information used for carrying on BusinessOperations.

Key elements of the Internal Control Systems are as follows:

• Existence of Authority Manuals and periodical updating of the same for allFunctions.

• Existence of clearly defined organizational structure and authority.

• Existence of corporate policies for Financial Reporting and Accounting.

• Existence of Management Information system updated from time to time as may berequired.

• Existence of Audit System.

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

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

• The management is regularly reviewing the internal progress reports of theCompany for performance review which carried out in all the key areas of the operations.

• Periodical reports are regularly circulated for perusal of Board of Directors ofthe Company for the appropriate action as required.

• Normal foreseeable risks of the Company's assets are adequately covered bycomprehensive insurance. Risk assessments inspections and safety audits are carried outperiodically.

31. PERFORMANCE EVALUATION:

The Board evaluates the performance of Non-executive and Independent Directors everyyear. All the Non-Executive and Independent Directors are eminent personalities havingwide experience in the field of Business Industry Law and Administration. Their presenceon the Board is advantageous and fruitful in taking business decisions.

32. PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 in respect of employees of the companyand Directors is furnished in Annexure-IV. There are no employees drawingremuneration in excess of the limits specified under Section 197 of the Companies Act2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014.

33. OTHER DISCLOSURES:

Since the company has not issued any Sweat Equity Shares Equity Shares withdifferential voting rights and issue of shares under employee's stock option scheme thedetails are not given.

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

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

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

• There are no significant and material orders passed by the regulators or Courtsor Tribunals impacting the going concern status and the company's operations in future.

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

34. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report on the business of the Company for the yearended March 31 2019 is annexed as Annexure III to this Report. In this we have attemptedto include discussion on all the specified matters to the extent relevant or within limitsthat in our opinion are imposed by the Company's own competitive position.

35. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements treatment that prescribed in an AccountingStandard has been followed

36. ENVIRONMENT & SAFTEY:

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

37. CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis" which seek todescribe the Company's objectives projections estimates expectations or predictions maybe considered to be "forward looking statements" within the meaning ofapplicable securities laws or regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to thecompany's operations include global and Indian demand-supply conditions finished goodsprices stock availability and prices cyclical demand and pricing in the company'smarkets changes in the government regulations tax regimes economic developmentswithin India and countries with which the company conducts business besides other factorssuch as litigation and other labour negotiations.

38. INSURANCE:

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

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

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has already formulated a Policy toprevent Sexual Harassment of Women at Workplace. In addition to above there were no suchcases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

40. CORPORATE GOVERNANCE:

The Company has been exempted from reporting on Corporate Governance as per Regulation15 of SEBI (Listing Obligation and Disclosure requirements) Regulations 2015.

However the Board of Directors has obtained certificate on Compliance of CorporateGovernance from the Statutory Auditors.

41. FUTURE OUTLOOK:

Management is confident of meeting all the challenges of the changing businessenvironment.

42. ACKNOWLEDGEMENT:

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

Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and employees without whosededication your Company could not have achieved the year's milestone.

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