Directors Report of Kriti Nutrients Ltd.

Mar 31, 2018

D I R E C T O R S '' R E P O R T

The Directors have pleasure in presenting the 22nd Annual Report together with Audited Financial Statements of the Company for the period ended on 31st March, 2018.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2018 is summarized below:

I Dc in I alshcA

PARTICULARS	2017-18	2016-17
Total Turnover	46103.60	45755.04
Profit before Interest, Depreciation & Taxes	3295.00	1676.41
Less: Interest	517.44	472.84
Profit before depreciation	2777.56	1203.57
Less: Depreciation	260.54	244.60
Profit/ (Loss) Before Tax	2517.02	958.97
Provision for Taxation	938.41	330.42
Net Profit/(loss)	1578.61	628.55

YEAR IN RETROSPECT

The Company has achieved a total turnover of Rs. 46103.60 Lakhs (Previous year Rs. 45755.04 Lakhs) including exports of Rs. 13355.55 Lakhs (Previous year Rs. 13559.57 Lakhs) and Profit before Tax of Rs. 2517.02 Lakhs (Previous year Rs. 958.97 Lakhs) and Profit after Tax of Rs. 1578.61 Lakhs (Previous year Rs. 628.55 Lakhs)

The Company has adopted Ind AS w.e.f. 1st April, 2017 with a transition date of 1st April, 2016. Accordingly, results for the year ended 31st March, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. Previous Periods figures have been restated as per Ind AS to make them comparable. DIVIDEND

Your directors are pleased to recommend a dividend @ 18% (Rs. 0.18/- per equity shares of Rs. 1/- each on 50103520 Equity Shares) for the Financial Year 2017-18 aggregating to Rs. 90.19.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:-

a) that in the preparation of the annual financial statements for the year ended 31st March, 2018, 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, 2018 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 Requirement) Regulations, 2015 with the Stock Exchanges. A separate report on Corporate Governance as per schedule V {C} of SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015 is included as a part of the Annual Report along with the Practicing Company Secretary Certificate on its compliance.

RELATED PARTY TRANSACTIONS:

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. AOC-2 is annexed hereto as Annexure A and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

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

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company''s system of financial and compliance controls 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 controls 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(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, Mr. Saurabh Singh Mehta, Director (DIN 00023591) of the Company 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.

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.

KEY MANAGERIAL PERSONNEL

During the year under review there was no change.

MEETINGS

During the Financial year Four Board Meetings and Five 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 and SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015.

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

AUDITORS AND AUDITOR REPORT

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 R. S. Bansal and Company, Chartered Accountants (FRN: 000939C) appointed as auditors of the company up to Annual General Meeting of the Company to be held in the year 2021 on such remuneration as may be fixed by the Board from time to time. As per amended Companies Act, 2013 notified w.e.f. 7th May, 2018 no ratification of appointment of Auditors is required in every Annual General Meeting.

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

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 Mr. 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 31.03.2019. Resolution seeking Member''s ratification for the remuneration payable to Mr. 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.

The company is in process to file the Cost Audit Report to the Central Government within the stipulated time.

SECRETARIAL AUDITOR

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 Kaushal Agrawal & Co., Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

STATUTORY INFORMATION PUBLIC DEPOSIT

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 31st March, 2018.

PARTICULARS OF EMPLOYEES AND 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 as Annexure C and forms part a of this report.

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

Information as per section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure D and forms a 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 31st March, 2018 is annexed hereto as Annexure E and forms a part of this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

SECRETARIAL STANDARD COMPLIANCE

Company is in compliances with applicable Secretarial Standards.

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:

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

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

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

- 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.

- 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.

- There was no amount required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March 2017.

ACKNOWLEDGEMENT

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

Place: Indore By order of the Board,

Date: 16th May, 2018 Kriti Nutrients Limited

CIN L25206MP1990PLC005732

Shiv Singh Mehta

Regd. Office: Mehta Chamber,

34 Siyaganj, Managing Director

Indore DIN 00023523

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Mar 31, 2016

The Directors have pleasure in presenting the 20^th Annual Report together with Audited Financial Statements of the Company for the period ended on 31^st March, 2016.

FINANCIAL RESULTS

TheperformanceoftheCompanyfortheYear2015-16issummarizedbelow: (Rs. I_n l_acs )

Particulars	2015-16	2014-15
Total Income	36016.95	31283.69
Profit/(Loss) before Interest, Depreciation & Taxes	1602.84	1567.89
Less: Interest	455.99	468.38
Profit before depreciation	1146.85	1099.51
Less: Depreciation	229.02	222.95
Profit/ (Loss) Before Tax	917.83	876.56
Provision for Taxation	288.45	300.70
Net Profit/(loss)	629.38	575.86

YEAR IN RETROSPECT

The Company has achieved a total turnover of Rs. 36016.95 lacs (Previous year Rs. 31283.69 Lacs) including exports of Rs. 6783.40 lacs (Previous year Rs. 6157.47 Lacs) and Profit before Tax of Rs. 917.83 lacs (Previous year Rs. 876.56 Lacs) and Profit after Tax of Rs. 629.38 lacs. (Previous year Rs. 575.86 Lacs)

During the year company has achieved quantum jump in refinery operations by expanding in new markets.

Company continues its focus on export of value added products.

It is expected that in the coming year company will maintain reasonable growth prospects in terms of volume and profitably.

DIVIDEND

During the Financial Year 2015-16, the Board of Directors of the company declared and paid interim dividend @12% (Rs. 0.12/-per equity shares of Rs. 1/- each on 50103520 Equity Shares) absorbing a sum of Rs. 60.12 Lacs (Previous year 10% on 50103520 Equity Shares of Rs. 1/- each aggregating to Rs. 50.10 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:

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

2. 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 31 March, 2016 and of the statement of profit and loss of the Company for that period;

3. 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;

4. that the annual financial statements have been prepared on a going concern basis;

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

6. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were 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 Practicing Company Secretary 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 Requirements) Regulations, 2015 is made in the report.

CORPORATE SOCIAL RESPONSIBILITY

In CSR account company was to incurred Rs. 10.91 Lacs in the Financial Year 2015-16 and the outstanding amount for the financial year 2014-15 is Rs. 8.98 Lacs. The CSR Committee had identified some projects and expenses will be incurred in the current year

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

The Company''s system of financial and compliance controls 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 controls 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 V and 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 3 years commencing from 12^th January, 2016 to 11^th January, 2019 without any remuneration.

In terms of Section 197,198 read with schedule V and other applicable provisions, if any of the Companies Act, 2013, Shri Saurabh Singh Mehta (DIN 00023591), Executive Director of the company was reappointment for the further period of 3 years commencing from 1^stAugust, 2016 to 31^st July, 2019 with remuneration.

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, Shri Saurabh Singh Mehta (DIN 00023591) 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^st 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

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 Sumit Jaitely, Company Secretary of the Company resigned w.e.f 10.09.2015 and in place of him Smt. Alheena Khan was appointed as Company Secretary w.e.f 07.09.2015

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 and SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015. 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) Regulation, 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.

AUDITORSAND AUDITOR REPORT

Pursuant to the provisions of Section 139(2) and other applicable provisions of the Companies Act, 2013 and the Rules made there under, M/s R. S. Bansal and Company, Chartered Accountants (FRN 000939C) the retiring auditor is re-appointed as Auditors of the Company for the further term of five years from 1^st April, 2016 to 31^st March, 2021 and to hold the office until the conclusion of 25^th Annual General Meeting of the company to be held in year 2021 subject to ratification of the reappointment by members in each Annual general Meeting 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.

COST AUDITOR

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 (FRN 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 (FRN 100004) is included at Item No. 5 of the Notice convening the Annual General Meeting.

The company is in process to file the Cost Audit Report to the Central Government within the stipulated time. 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.

STATUTORY INFORMATION PUBLIC DEPOSIT

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, TECHNOLOGY ABSORPTION, 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.

EXTRACTOFANNUALRETURN:

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^st, 2016 is annexed hereto as Annexure D and forms part of this report.

VIGILMECHANISM /WHISTLE BLOWER POLICY

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:

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

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

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

- 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.

- 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.

ACKNOWLEDGMENT

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: 11^th August, 2016

Kriti Nutrients Limited

CIN L24132MP1996PLC011245 ShivSingh Mehta

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

Indore DIN 00023523

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 18th Annual Report together with Audited Accounts of the Company for the period ended on 31st March, 2014.

FINANCIAL RESULTS

The performance of the Company for the Year 2013-14 is summarized below:

(Rs. in lacs)

PARTICULAR 2013-14 2012-13

Total Income 28989.37 46786.25

Profit/(Loss) before Interest, Depreciation & Taxes 1301.65 1120.1

Less: Interest 485.87 645.53

Profit before depreciation 815.78 474.57

Less: Depreciation 257.09 264.10

Profit/ (Loss) Before Tax 558.69 210.47

Provision for Taxation 202.24 105.28

Net Profit/(loss) 356.45 105.19

Add: Balance Brought Forward 564.75 544.72

Profit available for Appropriation 921.20 649.91

Proposed Dividend 50.10 30.06

Corporate Dividend Tax 8.52 5.10

Transferred to General Reserve 50.00 50.00

Balance Carried over to Balance Sheet 812.58 564.75

YEAR IN RETROSPECT

The Company has achieved a total turnover of Rs. 28989.37 lacs including exports of Rs. 4355.13 lacs and Profit before Tax of Rs. 558.69 and Profit after Tax of Rs. 356.45 lacs. Due to extended rains, the soya bean crop was badly damaged and availability of seed was adversely affected. There had been disparity in soya bean seed prices and realization of protein meal in overseas market.This had resulted in mismatch in the crushing margins between meal, oil and seed.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.10 (10%) for the financial year 2013-2014 on 50103520 Equity Shares of Rs. 1/- each aggregating to Rs. 50.10 lacs. (Previous year Rs. 0.06 (6%) for the year ended 31st March, 2013 on 50103520 equity shares of Rs. 1/- each aggregating to Rs. 30.06 Lacs).

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions on Corporate Governance as prescribed in the Clause 49 of 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that: -

1. In the preparation of Annual Accounts for the financial year 2013-14, 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 a true and fair view of the state of affairs of the Company as at end of the year ended 31st March, 2014 and of the Statement of Profit and Loss 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 period ended 31st March, 2014 on a going concern basis.

DIRECTORS

Dr. Somnath Ghosh(DIN 00401253) retires by rotation at the 18th Annual General Meeting and being eligible offers himself for re-appointment at the ensuring Annual General Meeting. Further that CA Manoj Fadnis (DIN 01087055), and Mr. Rakesh Kalra (DIN 00780354) the existing independent director are further proposed to be appointed as Independent Directors for a term of 5 years and Dr. Somnath Ghosh (DIN 00401253) is further proposed to be appointed as Independent Directors for a term of 2 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019 and 31st March, 2016 respectively.

AUDITORS AND AUDITOR REPORT

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, it is proposed to appoint M/s R.S. Bansal & Co., Chartered Accountants (ICAI Firm Registration No. 000939C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twentieth Annual General Meeting of the Company to be held in the year 2016 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee. 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 (F.R.No 100004) was appointed as Cost Auditor for the Financial Year 2013-14. However, due to change in Rules and Regulation of Cost Audit, the company is outside the purview of applicability of Cost Audit in the Financial Year 2014-15. The Company is in process to file the Cost Audit Report to the Central Government within the stipulated time.

CORPORATE SOCIAL RESPONSIBILITY

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of Smt. Purnima Mehta as the Chairman, Shri Saurabh Singh Mehta and Shri Somnath Ghosh as members of the Committee as per requirement of the section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities.

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.

ACKNOWLEDGMENT

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

place: Indore By order of the Board Date: 13th August, 2014

Kriti Nutrients Limited Shiv Singh Mehta CIN L24132Mp1996pLC011245 Managing Director Regd. Office: Mehta Chamber, 34 Siyagunj, DIN 00023523 Indore

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Mar 31, 2013

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

FINANCIAL RESULTS

The performance of the Company for the Year 2012-13 is summarized below:

(Rs. in Lacs)

PARTICULARS 2012-13 2011-12

Total Income 46786.25 45784.66

Profit/(Loss) before Interest, Depreciation & Taxes 1120.10 1760.62

Less: Interest 645.53 952.04

Profit Before Depreciation & Taxes 474.57 808.58

Less: Depreciation 264.10 230.32

Profit/ (Loss) Before Tax 210.47 578.26

Provision for Taxation 105.27 181.68

Net Profit/(loss) 105.19 396.58

Add: Balance Brought Forward 544.72 435.49

Profit available for Appropriation 649.91 832.07

Proposed Dividend 30.06 75.16

Corporate Dividend Tax 5.10 12.19

Transferred to General Reserve 50.00 200.00

Balance Carried over to Balance Sheet 564.75 544.72



YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 46786.25 Lacs including exports of Rs. 7606.7 Lacs and Profit Before Tax Rs. 210.47 and Profit After Tax Rs. 105.19 Lacs.

The working of the company was adversely affected due to disparity in soya bean seed prices and realisation of protein meal in overseas market.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs. 0.06 (6%) for the financial year 2012-2013 on 50103520 Equity Shares of Rs. 1/- each aggregating to Rs. 30.06 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.

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 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 period ended 31st March, 2013 on a going concern basis.

DIRECTORS:

Mr. Prakash Madhav Pethe the director liable to retire by rotation has expressed his unwillingness for reappointment at the ensuing Annual General Meeting, resulting the office of the directors held by Mr. P. M. Pethe would be ceased on the closure of the Annual Genral Meeting. Board expresses their sincere appreciation to Mr. Prakash Madhav Pethe for his kind guidance given to the company during his tenure.

Mr. P. M. Pethe was the independent Director and Board proposes to find out a suitable person to appoint a new director as an Independent Director as required under Clause 49 of the Listing Agreement.

Your Board proposes for the re-appointment of Mr. Shiv Singh Mehta as the Managing Director w.e.f. 12th January, 2013 and Mr. Saurabh Singh Mehta as the Whole-Time Director w.e.f. 01st August, 2013 for a further period of 3 years and recommend to pass resolutions as set out in the notice of the annual general meeting.

AUDITORS AND AUDITOR REPORT

M/s. R. S. Bansal & Co., Chartered Accountant, Indore the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers 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.

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

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.



FOR & ON BEHALF OF THE BOARD,

Place: Indore Shiv Singh Mehta

Date: 26th July, 2013 Managing Director

---

Mar 31, 2012

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

FINANCIAL RESULTS

The performance of the Company for the Year 2011-12 is summarized below:

(Rs. in Lacs)

PARTICULARS Year 2011-12 Year 2010-11 (15 Months)

Total Income 45784.66 45122.67 Profit/(Loss) before Interest,

Depreciation & Taxes 1760.62 2479.28

Less: Interest 952.04 1053.37

Profit before depreciation 808.58 1425.91

Less: Depreciation 230.32 270.65

Profit/ (Loss) before tax 578.26 1155.26

Provision for Taxation 181.68 405.84

Net Profit/(loss) 396.58 749.42

Less: Prior year Income/Expenditure 0.00 0.00

Add: Transfer from reserves 0.00 0.00

Add: Balance Brought Forward 435.49 (1.58)

Profit available for Appropriation 832.07 747.84

Proposed Dividend 75.16 75.16

Corporate Dividend Tax 12.19 12.19

Transferred to General Reserve 200.00 200.00

Transferred to Contingency Reserve 0.00 25.00

Balance Carried over to Balance Sheet 544.72 435.49

YEAR IN RETROSPECT

The Company has achieved total Turnover of Rs. 45784.66 lacs including exports of Rs. 20907.05 lacs and Profit before Tax Rs. 578.26 and Profit after Tax Rs. 396.58 lacs.

DIVIDEND:

Your directors are pleased to recommend a dividend of 15% for the financial year 2011-2012 on 50103520 Equity Shares of Rs. 1/- each aggregating to Rs. 75.16 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.

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 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 period 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, Kasta Pipes Private Limited and Shipra Pipes Private Limited (Transferor Companies) are Merged with Sakam Trading Private Limited (Transferee Company).

All the above companies belong to the same promoter group.

DIRECTORS:

Smt. Purnima Mehta retires by rotation and being eligible offers herself for re-appointment at the ensuring Annual General Meeting.

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.

AUDITORS AND AUDITOR REPORT

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

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

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

FOR & ON BEHALF OF THE BOARD,

Place: Indore

Date: 28th July, 2012 Managing Director

---

Dec 31, 2009

The Directors have the pleasure of presenting the Annual Report together with Audited Accounts of the Company for the period ended on 31st December, 2009.

Pursuant to the Scheme of Arrangement as approved by the Honble High Court of Madhya Pradesh Bench at Indore, the solvent division of Kriti Industries (India) Limited (KIIL) is vested and transferred into the company w.e.f. 1st January 2010. Hence the following Financial Statements closed on 31st December 2009 does not include manufacturing activities of the solvent division of the original company (KIIL) from where it has been vested into the company.

The brief financial results are as under:

Current Year Previous Year (Rs.) (Rs.)

Total Income 0.00 80.00

Total Expenditure 507061.00 159632.00

Profit /(Loss) before tax (507061.00) (159552.00)

Profit/ (Loss) after Tax (507061.00) (159552.00)

Since the appointed date for the scheme of Arrangement has been fixed as 1st January 2010, for accounting and operational efficiency, the next accounting year of the company has started from 1 st January instead of 1st April. Accordingly operating results of manufacturing activities will be reflected in the year commenced from 1st January 2010.

DIVIDEND

Your directors have not recommended dividend for the period ended 31st December 2009.

ALLOTMENT OF SHARES:

Pursuant to the scheme of Arrangement, the company allotted 49603520 shares to the shareholders of Kriti Industries (India) Limited. Subsequently the company applied to BSE and MPSE on 2nd February 2010 for the listing of shares, which is pending for approval.

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.

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 period ended 31st December, 2009 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 period ended 31st December 2009 on a going concern basis.

DIRECTORS:

Mr. Somnath Ghosh retires by rotation and being eligible offers himself for re-appointment.

The Board had appointed five additional directors, Mr. Prakash Pethe, Mr. Manoj Fadnis, Mr. Shiv Singh Mehta, Mrs. Purnima Mehta & Mr. Saurabh Singh Mehta, in the company and they hold the office till the date of ensuing Annual General Meeting and are then to be appointed as directors in the company. During the year Mr. M.L. Jain and Mr. G. P. Bhargava resigned from the board of director of the company. The Board places on record its appreciation for valuable guidance and services rendered by Mr. M. L. Jain and Mr. G. P. Bhargava to the company, during their tenure. Mr. Shiv Singh Mehta who is a Managing Director in Kriti Industries (India) Limited was also appointed as the Managing Director in the company w.e.f 12.01.2010

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 not applicable to the company.

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.

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,

Sd/- Sd/-

Shiv Singh Mehta Purnima Mehta

Managing Director Director

Place: Indore

Date : 26th day of April, 2010