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Directors Report of Kriti Industries (India) Ltd.

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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