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Directors Report of Kriti Industries (India) Ltd.

Mar 31, 2016

The Directors have the pleasure in presenting the 26th Annual Report together with Audited Financial Statements of the Company for the year ended on 31st March, 2016.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2016 is summarized below: (Rs. in Lacs)

Particulars

2015-16

2014-15

Total Income

51756.40

39844.50

Profit before Interest, Depreciation & Taxes

3921.42

2069.36

Less: Interest

1585.06

1258.58

Profit before depreciation

2336.36

810.78

Less: Depreciation

404.71

392.80

Profit Before Tax

1931.65

417.98

Provision for Taxation

762.57

148.62

Net Profit

1169.80

269.36

STATE OF COMPANY''S AFFAIRS

The Company has achieved a total turnover of Rs. 51756.40 lacs ( Rs. 39844.50 lacs ) and Profit before Tax Rs. 1931.65 lacs (Rs. 417.98 lacs) and Profit after Tax of Rs. 1169.80 lacs (Rs. 269.39 lacs) .During the Year company registered impressive growth in terms of turnover as well as overall profitability in all the verticals.

It is expected that same momentum will be maintained in the financial year 2016-17.Necessary steps have been taken to achieve the growth momentum.

DIVIDEND

During the Financial Year 2015-16, the Board of Directors of the company declared and paid interim dividend @18% (Rs. 0.18/-per equity shares of Rs. 1/- each on 49603520 Equity Shares) absorbing a sum of Rs. 89.29 Lacs and the same is considered as final dividend.

DIRECTORS''RESPONSIBILITYSTATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:-

a) that in the preparation of the annual financial statements for the year ended 31" March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2016 and of the statement of profit and loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Regulation 27 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 with the 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 the Annual Report along with the Auditors'' Certificate on its compliance.

RELATED PARTYTRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the 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 the report.

CORPORATE SOCIAL RESPONSIBILITY

During the year the CSR amount which was to be spent was Rs. 28.75 lacs out of which the Company has spent Rs. 5.75 lacs in the year 2015-16. The company identified the CSR projects and Balance amount along with the current year amount will be spent in the coming years.

As a part of its initiative under Corporate Social Responsibility (CSR), the company has undertaken CSR initiative and activities in the areas of promoting education and Health Care.

The Annual Report on CSR activities is annexed hereto as Annexure C and forms a part of this Report.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company''s system of financial and compliance control with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives.

Management is responsible for establishing and maintaining adequate disclosure control and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

DIRECTORS

In terms of Section 197,198 read with schedule Vand other applicable provisions, if any of the Companies Act, 2013, Shri Shiv Singh Mehta (DIN 00023523), Managing Director of the Company was reappointment for the further period of 5 years commencing from 1st October, 2016 to 30“ September, 2021.

In terms of Section 197,198 read with schedule Vand other applicable provisions, if any of the Companies Act, 2013, Smt. Purnima Mehta (DIN 00023632), Executive Director of the company was reappointment for the further period of 3 years commencing from 1* July, 2016 to 30“ June, 2019.

In terms of Section(s) 149,152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of directors of the Company. Accordingly, Dr. S.S Kothari (DIN 00084920), shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company.

Pursuant to provisions of Companies Act, 2013 Shri Somnath Ghosh, Independent Director of the company whose terms was expired on 31* March, 2016 and he has not offered himself for the re- appointment of next term. The Board appreciated for the valuable contribution of Dr. Somnath ghosh as Independent director of the company throughout his director ship for the valuable advice he made from time to time to the management Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Chandrasekharan Bhaskar (DIN 00003343) was appointed as an Additional Director in the category of Non-executive Independent Director w.e.f. 12“ May, 2016 and he holds office as such up to the date of ensuing Annual General Meeting. Shri Chandrasekharan Bhaskar (DIN 00003343) is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. The Company has received requisite notice in writing from a member proposing his candidature as an Independent Director at the ensuing Annual General Meeting. Your Board based on the recommendation of the Nomination and Remuneration Committee recommends appointment of Shri Chandrasekharan Bhaskar (DIN 00003343) as Independent Director not liable to retire by rotation for a period of 5 (Five) years.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub-section (7) of Section 149 of the Companies Act, 2013.

KEYMANAGERIALPERSONNEL

Shri Satish Patel, Company Secretary of the Company resigned w.e.f 19.08.2015 and in place of him Smt. Priyanka Gupta was appointed as Company Secretary w.e.f 04.09.2015

MEETINGS

During the Financial year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013 and as stipulated under Chapter IV (17) (10) SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors. A structured evaluation process covering various aspects of the Boards functioning such as Composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Managing Director, Whole Time Director and the Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the company

AUDITORSANDAUDITORREPORT

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, M/s. Rakesh Kumar & Associates, Chartered Accountants (FRN 002150C) appointed as auditors of the company which was subject to ratification at every Annual general Meeting till the conclusion of 30“ Annual General Meeting of the company to be held in the year 2020 on such remuneration as may be fixed by the Board.

The notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

COSTAUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 your Directors had, on the recommendation of the Audit Committee, appointed Shri S.P.S. Dangi, proprietor of M/s S.P.S Dangi, Cost Auditor (F.R.No 100004) to audit the cost accounts of the Company for the financial year ending 31.03.2017. Resolution seeking Member''s ratification for the remuneration payable to Shri S.P.S. Dangi, proprietor of M/s S.P.S Dangi, Cost Auditor (F.R. No 100004) is included at Item No. 5 of the Notice convening the Annual General Meeting.

SECRETARIALAUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashish Karodia & Company, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

SUBSIDARYCOMPANY

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs. 1943.59 Lacs (Previous Year Rs. 1999.19 Lacs) incurred a net loss of Rs 98.79 (Previous Year Rs. 66.79 Lacs) during the year.

Continuous efforts are being made to improve efficiency and inducting value added products in the portfolio.

A Statement containing the salient features of the financial statement of subsidiary as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

CONSOLIDATED FINANCIALSTATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS)-21 "Consolidated Financial Statements" the audited Consolidated Financial Statements form part of the Annual Report. The Financial Statements of subsidiary Company has been prepared in the same form and manner as that of the 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 the Companies Act, 2013 are given in the Notes to the Financial Statements.

STATUTORY INFORMATION PUBLICDEPOSIT

The company has not received/accepted any deposits from public during the year under review within the meaning of section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014 and there is no overdue unpaid/unclaimed deposit as at 31" March, 2016.

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURE

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto and forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form No.MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31*, 2016 is annexed hereto as Annexure D and forms part of this report. VIGILMECHANISM/WHISTLEBLOWERPOLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its subsidiary

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation for the excellent assistance and co-operation received and continued support extended to the Company by the bankers, investors, suppliers and esteemed customers and other business associates. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their commitment and continued contribution in the performance of the company

Place:Indore By order of the Board,

Date: 12th May, 2016

Kriti Industries (India) Ltd

CIN L25206MP1990PLC005732 ShivSingh Mehta

Regd. Office: Mehta Chamber, 34 Siyaganj, Managing Director

Indore DIN 00023523


Mar 31, 2013

The Directors have the pleasure in presenting the 23rd Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:



(Rs. in Lacs)

PARTICULARS Current Year Previous Year

2012-13 2011-12

Total Income 35590.98 30821.78

Profit before Interest, Depreciation & Taxes 2557.20 2362.05

Less: Interest 1361.58 1176.96

Profit before depreciation & taxes 1195.62 1185.09

Less: Depreciation 421.04 362.16

Profit/ (Loss) Before Tax 774.58 822.93

Provision for Taxation 272.78 264.44

Net Profit/(Loss) 501.80 558.49

Add: Balance Brought Forward 651.60 679.58

Profit available for Appropriation 1153.40 1238.07

Proposed Dividend 74.41 74.41

Corporate Dividend Tax 12.07 12.07

Transferred to General Reserve 100 500

Balance Carried over to Balance Sheet 966.92 651.60

YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 35590.98 lacs and Profit before Tax Rs. 774.58 lacs and Profit after Tax Rs. 501.80 lacs.

During the year Company has focused on automation of manufacturing operations and movement of goods to reduce the operational cost.

Company has also expanded its marketing network for institutional sales, its expected that the same will further contribute substantial growth in current year.

DIVIDEND:

Your directors are pleased to recommend a dividend of 15% for the year ended 31st March, 2013 on 49603520 equity shares of Rs. 1/- each aggregating to Rs. 74.41 Lacs.

CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors'' Certificate on its compliance.

SECRETARIAL COMPLIANCE CERTIFICATE:

In pursuance of Section 383A of the Companies Act, 1956, a certificate issued by Company Secretary in Whole time practice is enclosed herewith and forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that: -

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at end of the financial year ended 31st March, 2013 and of the Profit and Loss Account of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended 31st March, 2013 on a going concern basis.

SUBSIDIARY COMPANY:

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs. 1460.34 lacs. Due to recession in automobile sector, company has incurred a net loss of Rs. 127.90 lacs during the year. Efforts are being to explore value added products. It is expected that the situation will improve in current year.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Company''s subsidiary is attached. The copies of the Balance sheet, Profit & Loss account, Director''s Report, Auditor''s Report etc. are attached herewith.

DIRECTORS:

Dr. Somnath Ghosh retires by rotation at the 23rd Annual General Meeting and being eligible offers himself for re-appointment.

AUDITOR AND AUDITOR REPORT

M/s. R. D. Asawa & Co., Chartered Accountant, Indore the Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

The notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

COST AUDITOR :

Mr. S.P.S. Dangi proprietor of M/s S.P.S. Dangi, Cost Auditor was appointed as Cost Auditor for the Financial Year 2012-13. Mr. S.P.S. Dangi being eligible has expressed his willingness to be reappointed as Cost Auditor of the company for the Financial Year 2013-14.

STATUTORY INFORMATION: PUBLIC DEPOSIT

The company has not received/accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have on its roll any employee drawing remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956 the company has transferred the unpaid or unclaimed dividends for the financial year 2004-05, to the Investor Education and Protection Fund (the IEPF) established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the company as on 22nd September, 2012(date of last Annual General Meeting) on the Ministry of Corporate Affairs website.

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

Information as per section 217(1)(e) read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

INDUSTRIAL RELATION

Your directors'' wish to place on record their appreciation for the contribution made by the company''s workforce at all levels of operations for the success and progress of the company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co- operation and assistance extended by the Central/State Government and Banks. The Directors also convey their sincere thanks for the continued support given to the Company by the esteemed shareholders, suppliers, dealers and valued customers.

FOR & ON BEHALF OF THE BOARD,

Place: Indore Shiv Singh Mehta

Date: 26th July, 2013 Managing Director


Mar 31, 2012

The Directors have the pleasure in presenting the 22nd Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2012 is summarized below:

(Rs. in Lacs)

PARTICULARS Current Year Previous Year 2011-12 2010-11

Total Income 30821.78 27782.78

Profit before Interest,

Depreciation & Taxes 2531.75 1949.36

Less: Interest 1346.66 930.70

Profit before depreciation 1185.09 1018.66

Less: Depreciation 362.16 277.14

Profit/(Loss) 822.93 741.52

Provision for Taxation 264.44 245.55

Net Profit/(loss) 558.49 495.97

Add: Balance Brought Forward 679.58 695.08

Profit available for Appropriation 1238.07 1191.05

Proposed Dividend 74.40 74.40

Corporate Dividend Tax 12.07 12.07

Transferred to General Reserve 500.00 400.00

Transferred to Contingency Reserve - 25.00

Balance Carried over to Balance Sheet 651.60 679.58

YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 30821.78 lacs and Profit before Tax Rs. 822.93 lacs and Profit after Tax Rs. 558.49 lacs.

During the year the Company has undertaken expansion of capacity for manufacture of PVC/HDPE pipes & fittings and Drip Irrigation.

DIVIDEND

Your directors are pleased to recommend a dividend of 15% for the year ended 31st March, 2012 on 49603520 equity shares of Rs. 1/- each aggregating to Rs. 74.40 lacs.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors' Certificate on its compliance.

SECRETARIAL COMPLIANCE CERTIFICATE

In pursuance of Section 383A of the Companies Act, 1956, a certificate issued by Company Secretary in Whole time practice is enclosed herewith and forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that: -

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at end of the financial year ended 31st March, 2012 and of the Profit and Loss Account of the Company for that period.

3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended 31st March, 2012 on a going concern basis.

HOLDING COMPANY

Pursuant to High court order at Indore Bench dated 01.11.2011 and Certificate of Registration of Order with Registrar of Companies for above order on the Scheme of Amalgamation of Companies dated 27.02.2012 being effective date of the scheme, Sakam Trading Private Limited became holding company of your company as shareholding in the company of Kriti Corporate Services Private Limited, Kriti Auto Accessories Private Limited and Kasta Pipes Private Limited (Transferor Companies) are Merged with Sakam Trading Private Limited (Transferee Company).

All the above companies belong to the same promoter group.

SUBSIDIARY COMPANY

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs.2431.90 lacs representing a profit after tax of Rs. 17.96 lacs.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Company's subsidiary is attached.

AUDITORS AND AUDITOR REPORT

M/s. R. D. Asawa & Co., Chartered Accountant, Indore the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS

Mr. Manoj Fadnis and Mr. Rakesh Kalra, retire by rotation at the 22nd Annual General Meeting and being eligible offers themselves for re-appointment.

STATUTORY INFORMATION

PUBLIC DEPOSIT

The company has not received/accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have on its roll any employee drawing remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information as per section 217(1)(e) read with Companies

(Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS

Your directors' wish to place on record their appreciation for the contribution made by the company's workforce at all levels of operations for the success and progress of the company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and assistance extended by the Central/State Government and Banks. The Directors also convey their sincere thanks for the continued support given to the Company by the esteemed shareholders, suppliers, dealers and valued customers.

FOR & ON BEHALF OF THE BOARD, Managing Director

Place: Indore Date: 28th July, 2012


Mar 31, 2011

Dear Members,

The Directors have the pleasure in presenting the 21st Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(Rs. in Lacs) PARTICULARS Current Year Previous Year 2010-11 2009-10

Total Income 27782.78 41689.19

Profit before Interest, 1949.36 3034.06 Depreciation & Taxes

Less: Interest 930.70 1361.48

Profit before depreciation 1018.66 1672.58

Less: Depreciation 277.14 440.83

Profit/ (Loss) after depreciation 741.52 1231.75

Provision for Taxation 245.55 320.82

Net Profit/(loss) 495.97 910.93

Add: Balance Brought Forward 695.08 688.92

Profit available for Appropriation 1191.06 1599.85

Proposed Dividend 74.41 74.41

Corporate Dividend Tax 12.07 12.64

Transferred to General Reserve 400.00 782.72

Transferred to Contingency Reserve 25.00 35.00

Balance Carried over to Balance Sheet 679.58 695.08

YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 27782.78 lacs and Profit before Tax Rs. 741.52 lacs and Profit after Tax Rs. 495.97 lacs.

During the year the Company has undertaken expansion of capacity for manufacture of PVC/ HDPE pipes & fittings and Drip Irrigation.

DIVIDEND:

In view of the improved performance of the company, your directors are pleased to recommend a dividend of 15% for the year ended 31st March, 2011 on 49603520 equity shares of Rs. 1/- each aggregating to Rs. 74.41 lacs.

CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors' Certificate on its compliance.

SECRETARIAL COMPLIANCE CERTIFICATE:

In pursuance of Section 383A of the Companies Act, 1956, a certificate issued by Company Secretary in Whole time practice is enclosed herewith and forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors hereby confirm that: -

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at end of the financial year ended 31st March, 2011 and of the Profit and Loss Account of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended 31st March, 2011 on a going concern basis.

SUBSIDARY COMPANY:

Kriti Auto & Engineering Plastics Private Limited, wholly owned subsidiary of the company, achieved gross turnover of Rs. 2634.17 lacs representing a profit after tax of Rs. 68.28 lacs.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Company's subsidiary is attached. The copies of the Balance sheet, Profit & Loss account, Director's Report, Auditor's Report etc. are attached herewith.

AUDITORS AND AUDITOR REPORT

M/s. Subhash Deshpande & Co., Chartered Accountant, Indore the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and has shown their inability to continue as Auditors of the Company.

Company has received notice from a member of the Company under section 190 of the Companies Act, 1956 for appointment of M/s R.D. Asawa & Company, Chartered Accountants, as the Auditors of the Company from the conclusion of ensuring Annual General Meeting.

Shri R. D. Asawa of M/s. R. D. Asawa & Co. Chartered Accountant, was the signing partner of M/s. Subhash Deshpande & Co. in the earlier years.

The observation of Auditors in their report read with the relevant notes to accounts in Schedule "P" are self-explanatory and do not require further explanation

DIRECTORS:

Shri Sajjan Singh Mehta and Shri S.S. Kothari, retire by rotation at the 21st Annual General Meeting and being eligible offers themselves for re-appointment.

STATUTORY INFORMATION:

PUBLIC DEPOSIT:

The company has not received/accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have on its roll any employee drawing remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information as per section 217(1)(e) read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS

Your directors' wish to place on record their appreciation for the contribution made by the company's workforce at all levels of operations for the success and progress of the company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co- operation and assistance extended by the Central/State Government, Financial Institutions, and Banks. The Directors also convey their sincere thanks for the continued support given to the Company by the esteemed shareholders, suppliers, dealers and valued customers.

FOR & ON BEHALF OF THE BOARD,

Shiv Singh Mehta Managing Director

Place: Indore Date: 25th July, 2011


Mar 31, 2010

The Directors have the pleasure in presenting the 20th Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2010 is summarized below:

(Rs. In Lacs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

2009-10 2008 - 09

Total Income 41689.19 57118.78

Profit before Interest, 3034.06 2082.55 Depreciation & Taxes

Less: Interest 1361.48 1876.41

Profit before depreciation 1672.58 206.14

Less: Depreciation 440.83 452.31

Profit/(Loss) after depreciation 1231.75 (246.17)

Provision for Taxation 320.82 14.75

Net Piofit/(loss) 910.93 (260.92)

Less: Prior year Income/Expenditure 0.00 10.37

Add: Transfer from reserves 0.00 235.00

Add: Balance Brought Forward 688.92 725.22

Profit available for Appropriation 1599.85 688.93

Proposed Dividend 74.41 0.00

Corporate Dividend Tax 12.64 0.00

Transferred to General Reserve 782.72 0.00

Transferred to Contingency Reserve 35.00 0.00

Balance Carried over to Balance-sheet 695.08 688.92

YEAR IN RETROSPECT

Year 2008-09 was a difficult year. Company felt strain of global economic upheaval. The year under review was an important milestone. Company improved its working and overall performance. It also demerged solvent division and engineering moulding division into separate companies pursuant to High Court order. Hence the above results comprises of first nine months of solvent and engineering moulding division and twelve months of plastic division.

DIVIDEND

In view of the improved performance of the company, your directors are pleased to recommend a dividend of 15% for the year ended 31.03.2010 on 49603520 equity shares of Rs. 1/- each aggregating to Rs. 74.41 lacs.

CORPORATE GOVERNANCE:

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is included as a part of the Annual Report along with the Auditors Certificate on its compliance.

SECRETARIAL COMPLIANCE CERTIFICATE:

In pursuance of Section 383A of the Companies Act, 1956, a certificate issued by Company Secretary in whole time practice is enclosed herewith and forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that: -

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at end of the financial year ended 31st March, 2010 and of the Profit and Loss Account of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended 31st March 2010 on a going concern basis.

SUBSIDARY COMPANY:

Post demerger for three months, Kriti Auto & Engineering Plastics Private Limited, Companys wholly owned subsidiary, achieved gross turnover of Rs. 549.04 lacs representing a profit after tax of Rs. 32.48 lacs.

The statement pursuant to Section 212 of the Companies Act, 1956 containing the details of the Companys subsidiary is attached. The copies of the Balance sheet, Profit & Loss account, Directors Report, Auditors Report etc. are attached herewith.

DIRECTORS:

Mr. Rakesh Kalra and Dr. Somnath Ghosh retire by rotation and being eligible offers themselves for re-appointment.

Mr. Prakash M. Pethe resigned as a director of the company w.e.f 27.01.2010. The Board places on record its appreciation for the valuable services rendered by him during his tenure.

STATUTORY INFORMATION: PUBLIC DEPOSIT:

The company has not received/accepted any deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have on its roll any employee drawing remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information as per section 217(l)(e) read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are given in the Annexure-A forming part of the report.

AUDITORS

M/s. Subhash Deshpande & Co., Chartered Accountant, Indore the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

INDUSTRIAL RELATIONS

Your directors wish to place on record their appreciation for the contribution made by the companys workforce at all levels of operations for the success and progress of the company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co- operation and assistance extended by the Central / State Government, Financial Institutions, Banks. The Directors also convey their sincere thanks for the continued support given to the Company by the esteemed shareholders, suppliers, dealers and valued customers.

FOR & ON BEHALF OF THE BOARD,

S. S. Mehta

(Chairman)

Place: Indore

Date : 31st July, 2010

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