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Kriti Nutrients Ltd

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BSE Code : 533210 | NSE Symbol : KRITINUT | ISIN : INE798K01010 | Industry : Edible Oil |


Directors Reports

Dear Members,

Your Directors are pleased to present their 28th Directors' Report on the affairs of the Company together with the Audited Financial Statements for the Financial Year ended on 31st March, 2024.

OPERATIONAL PERFORMANCE

During the Financial Year ended on 31st March, 2024, your Company achieved an operational turnover of H68436.32 Lakhs as compared to H79,687.14 Lakhs in the previous Financial Year, and the Profit after Tax is H4,528.69 Lakhs as compared to Profit after Tax H2,079.82 Lakhs in the previous Financial Year.

DIVIDEND

Your directors were pleased to recommend a dividend @ 30% (H0.30 per equity shares of H1/- each on 5,01,03,520 Equity Shares) for the Financial Year 2023-24 aggregating to H150.31 Lakhs (Previous year @ 25% [H0.25 per equity shares of H1/- each on 5,01,03,520 Equity Shares aggregating to H125.26 Lakhs]) payable to those Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date.

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

FINANCIAL HIGHLIGHTS

The summarized financial highlights for the year vis-a-vis the previous year are as follows:

Particulars

31.03.2024 31.03.2023

Revenue from Operations

68,436.32 79,687.14

Other Income

444.86 443.74

Total Revenue

68,881.18 80,130.88

Operating Expenses

62,214.51 76,568.06

EBITDA

6,666.67 3,562.82

Finance Cost

139.03 353.24

Depreciation

469.16 416.35

Profit/ (Loss) before Exceptional Items and Tax

6,058.48 2,793.24

Exceptional Items

0 0.00

Profit/ (Loss) before Tax

6,058.48 2,793.24

Tax Expenses

(a) Current and Earlier year Taxes

1,556.33 716.00

(b) Deferred Tax

(26.54) (2.58)

Profit/ (Loss) after Tax

4,528.69 2,079.82

Profit/(Loss) from discontinued operations

0.00 0.00

Tax expenses on discontinued operations

0.00 0.00

BUSINESS TRANSFER

There is no transfer of business during the period under review.

TRANSFER TO RESERVES

During the year, the Company has transferred H500.00 Lakhs (Previous year H200.00 Lakhs) to the general reserves, other than that no amount has been transferred to any other reserve.

SHARE CAPITAL & LISTING OF SHARES

The paid-up Equity Share Capital as on 31st March 2024 was H501.04 Lakhs divided into 5,01,03,520 equity shares of H1/- each. There is no change in Equity Share Capital of the Company during the year, the shares of the Company are listed and regularly traded at the trading platform of BSE Ltd. and National Stock Exchange of India Ltd.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act,

2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31s tMarch,2024. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No. Particulars

Amt in H

1. Details of Deposits accepted during the year

Nil

2. Deposits remaining unpaid or unclaimed at the end of the year

Nil

3. Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year

N.A.

4. Deposits not in compliance with law

N.A.

5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed

N.A.

There is no deposit which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and there rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Directors liable to retire by rotation seeking re-appointment:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Purnima Mehta (DIN: 00023632), Director

liable to retire by rotation and is eligible for re-appointment.

Managing and Whole-time Directors:

Following directors have been re-appointed at the 25th Annual General Meeting held on 7th August, 2021:

1. Shri Shiv Singh Mehta (DIN: 00023523) as the Chairman and Managing Director of the company for a further period of 5 (Five) years w.e.f. 12th January, 2022 to 11thJanuary, 2027 and for attaining the age of 70 years during the tenure.

2. Shri Saurabh Singh Mehta (DIN: 00023591) as the

Whole-time Director of the company for a further period of 5 (Five) years w.e.f. 1stAugust, 2022 to 31stJuly, 2027.

INDEPENDENT DIRECTORS -

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that the independent directors meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations 2015.All the Independent Directors have also registered themselves with Independent

Directors' Databank.

Your Board would like to inform that, the second term of Mr. Rakesh Kalra (DIN:00780354) and Mr. Manoj Fadnis (DIN:01087055) the Independent Director(s) has been completed from the closure of the business hours of the 31st March, 2024.

Pursuant to the provision of section 149(10) of the Companies Act, 2013 on recommendation of the Nomination and Remuneration Committee and the Board, Mr. Chandrasekharan Bhaskar (DIN:00003343), has appointed as an Independent Director for a second term of 5(five) consecutive years w.e.f. 16th May, 2024 to 15th May, 2029 on the Board of the Company by passing of necessary special resolution at 27th Annual General Meeting convened on 28th August, 2023.

Your Board would like to confirm that Mr. Chandrasekharan Bhaskar, (DIN:00003343) is a person of integrity, having expertise and experience to appoint as an Independent Director.

Mrs. Dr. Tulsi Jayakumar (DIN 09562207) and Mr. Hitendra Mehta (DIN 01935959) were also appointed as additional directors in category of the Independent director by the Board on 28th March, 2024 for 3 (Three) and 5 (Five) years respectively w.e.f. 1st April, 2024 subject to confirmation by shareholders in next general meeting or within three months from the date of appointment, whichever is earlier.

Mr. Ashutosh Khajuria (DIN: 05154975) and Mr. Dilip Roopsingh Gaur (DIN: 02071393) were appointed as additional directors in category of the independent director by the Board w.e.f. 3rd May, 2024 for 5 (five) years, subject to confirmation by shareholders in next general meeting or within three months from the date of appointment, whichever is earlier.

Mr. Hitendra Mehta (DIN 01935959), due to paucity of time, therefore, was not in position to contribute to the Company as such, hence has resigned w.e.f. 3rd May, 2024. Since Mr. Mehta has already resigned before the end of 3 months as well as the 28th Annual General Meeting, therefore, there is no requirement as such to seek confirmation of members at the general meeting.

Your Board of directors recommends passing necessary special resolutions to confirm appointing them as Independent Director(s) at ensuing 28th Annual General Meeting as set out in the Notice of AGM. Other than that no other Independent Director has been appointed during the year. A Statement regarding the opinion of the Board with regard to integrity, expertise and experience including the proficiency of the Independent Directors appointed.

1. Mr. Chandrasekharan Bhaskar is a B.Tech. (Chem.), MIMA, PGDM (IIM-Cal). He is also Elected Fellow of the Indian Plastics Institute. He has overall experience of over 43 years in consulting and in Industry including

5 years with Tata Sons Limited/Tata Economic Consultancy service and 38 years with Xpro India Limited. He has expertise in the areas of Corporate and Business Planning, Market research, Asset Revaluation, Diversification/Disinvestment, Marketing, operations and factory management and as divisional/ Business head. He is also involved in Industry Associations (including in the past as Vice President of the All India Plastics Manufacturers Association, and presently as Chairman/ member of Committees of the Plastindia Foundation and as Member of the Executive Committee & Immediate Past President of Organization of Plastics Processors of India).

2. Mrs. Dr. Tulsi Jayakumar is having a rich academic experience of 31 years and is Professor of Finance & Economics and Executive Director, Centre for Family Business & Entrepreneurship at Bhavan's S.P. Jain Institute of Management & Research (SPJIMR), Mumbai. She has Co-authored a book on Financial Markets and Institutions, published by Pearson. She has two books, co-authored with Mr. R. Gopalakrishnan, ex-director, Tata Sons. Another book: "Inside the Boardroom: How behaviour trumps rationality" co-authored with Mr. R. Gopalakrishnan is released on 5th September 2023. Dr. Jayakumar is a member of several Indian industrial bodies and associations, including FICCI, CII and IMC.

3. Mr. Dilip Roopsingh Gaur has been a part of the Aditya Birla Group for the last 17 years after spending 24 years at Unilever India in Foods, Home & Personal Care and Specialty Chemicals Business and was a member of the Foods Management Committee. Mr. Gaur is on the Board of Governors of BITS - (Birla Institute of Technology and Science) and is the Governing Council Member of BITSoM (BITS School of Management). He has spent a significant part of his professional career in Managing Transformational changes and turning around fledgling businesses across geographies. He is passionate about sustainability & climate control issues and has been personally championing this in his business & Industry at large. Mr. Gaur is also the Former Chairman of Confederation of Indian Industry (CII)'s National Committee on Textiles & Apparel, a member of ASEAN- India Business Council, Indonesia-India CEO's forum and Indo-Japan CEOs forum.

4. Shri Ashutosh Khajuria is thought leader in Banking, Finance, and Risk with 43 years of experience in various executive roles in the banking sector. Proven abilities in the areas of Treasury, Trade finance, Credit underwriting, monitoring and collections, and Risk management. Past assignments as Chief Financial Officer, Chief Credit Officer and Head of Environmental, Social & Corporate Governance (ESG) of Federal Bank Ltd. have further added to the sphere of specialised skill sets. A strategic leader

with a proven track record of delivering transformational benefits through process centralization and automation. Recognized for strong regulatory engagement and industry representation.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel's (KMPs) of the Company during the period under review:

i. Mr. Shiv Singh Mehta (DIN 00023523), Chairman and Managing Director,

ii. Mr. Saurabh Singh Mehta (DIN 00023591), Whole-time Director,

iii. Mr. Nitin Chhariya, Chief Financial Officer

iv. Mr. Raj Kumar Bhawsar, Company Secretary and Compliance Officer.

There is no change in the KMP's of the Company during the period under review.

BOARD EVALUATION

The Board of Directors of the Company is committed to getting its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee (NRC) has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of the performance of Executive Directors is done by Independent Directors.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/ re-appointment/ continuation of Directors on the Board shall be based on the outcome of the evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the NRC in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

MEETINGS

During the year total Five (5) Board 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/SEBI (LODR) Regulations, 2015.

NOMINATION & REMUNERATION POLICY

The Company has a policy for selection and appointment

of Directors, KMP's and Senior Management Personnel and for determination of their remuneration. The salient features of the Nomination & Remuneration Policy is stated in the Corporate Governance Report. The Nomination & Remuneration Policy is duly approved by the Board has been posted on the Company's website http://kritinutrients.com/

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has the following Four (4) committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders' Relationship Committee

iv) Corporate Social Responsibility Committee

Apart from the aforesaid committees, the Company has also constituted Investment and Finance Committee and Internal Complain Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act, 2013. A detailed note on the Committees is provided in the Corporate Governance Report.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

During the period under review, the Company did not have any Subsidiary, Associate Company, or Joint Venture. Therefore, disclosure in the Statement pursuant to section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-I is not applicable to the company. However, your company is a subsidiary of Sakam Trading Private Limited which holds about 61.72% of the total paid-up capital of the company.

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions were entered on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. Since, there is no material related party transactions in the company. Therefore, the company is not required to annex Form AOC-2 with this report.

Separate disclosure as per regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the report. The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Company's website http://kritinutrients.com/.

Name & Designation of Employee

Mr. Saurabh Singh Mehta Whole-time Director Mr. Shiv Singh Mehta Chairman & Managing Director

Remuneration Received

H317.77 Lakhs H244.57 Lakhs

Nature of employment

Contractual Contractual

Qualification & Experience of the Employee

B.E., MBA B.E., MBA

Date of commencement of employment

26/12/2009 04.09.2015

Age

43 years 70 years

Past

Employment Details

N.A. N.A.

% of the Equity shares held by the Employee in the Company

30,440 equity shares of H1/- each (0.06%) 20,40,312 equity shares of H1/- each (4.07%)

Name of Director or Manager of the Company, relative of such Employee

Mr. Shiv Singh Mehta and Mrs. Purnima Mehta Mrs. Purnima Mehta and Mr. Saurabh Singh Mehta

Pursuant to SEBI Master Circular SEBI/HO/CFD/POD2CMD1/ CIR/P/20213/662120 dated 1 1/07/2023, Your board is proposing to pass an Ordinary Resolution in the ensuing 28th Annual General Meeting for material related party transaction related to transfer of resources with the Related Party.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities is attached as "Annexure A" and forms a part of this Report. The salient features of CSR policy are stated in the aforesaid Report on CSR activities. The policy on CSR duly approved by the Board has been posted on the Company's website http://kritinutrients.com/.

DISCLOSURE FOR PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 as amended in respect of employees of the Company forming part of Directors' Report is given in "Annexure B" to this Report. A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended may be obtained by request to the Company Secretary of the Company at cs@kritiindia.com.

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of H8.50 Lakhs p.m. or H102.00 Lakhs p.a. detailed as below:

Your Company has passed an Ordinary Resolution at 27th AGM held on 28thAugust, 2023 under Regulation 23 of the SEBI (LODR) Regulations, 2015 read with section 188 of the Companies Act, 2013 for entering into transactions for transfer of resources etc. with the related Parties.

None of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director. Except Shri Saurabh Singh Mehta, as he is drawing remuneration more than that drawn by Shri Shiv Singh Mehta, Chairman and Managing Director of the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure C" and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the Loans, Guarantees and Investment are given in the notes to the Financial Statements. Hence no further disclosure is being given here to avoid repetition.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance is appended and forms a part of this report alongwith the certificate of Disqualification of Directors received from Practicing Company Secretary as the Annexure 1 and 2 of the Corporate Governance Report.

RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. adequate safeguards against victimization of persons who use the Vigil Mechanism; and

B. direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism Policy are made available on the Company's website http://kritinutrients.com/ and have also been provided as "Annexure D" of part of this Report.

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 31stMarch, 2024, 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 31stMarch, 2024 and of the profit 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.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The annual internal audit plan is approved by the Audit Committee, which also reviews compliance with the plan. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, their compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their

respective area(s) and thereby strengthen the controls. Significant audit observations and corrective action(s) thereon are presented to the Audit Committee.

The Audit Committee reviews the reports submitted by the Internal Auditors.

The Board has implemented systems to ensure compliance with all applicable laws. These systems were effective and operative. At every quarterly interval, the Managing Director and the Company Secretary place before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all business unit and functional heads responsible for compliance of such applicable laws and regulations.

During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company as at March 31, 2024 is available on the Company's website and can be accessed at https://kritinutrients.com/annual-return

AUDITORS AND THEIR REPORT

The shareholders at their 25thAnnual General Meeting (AGM) held on 7thAugust, 2021 upon the recommendation of Audit Committee and Board of Directors of the company had appointed of M/s M Mehta & Co, Chartered Accountants (FRN: 000957C), Indore as Statutory Auditors to hold office for a term of 5 (five) consecutive years from the conclusion of 25th AGM till the conclusion of 30th AGM to be held in the year 2026 on such remuneration as may be mutually decided by the Auditors and Board of Directors of the company as per the provisions of section 139 of the Companies Act, 2013. As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report and the Notes on financial statement for the year 2023-24 referred to in the Auditor's Report are self explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

COST AUDITOR

Due to health reason Mr. S.P.S. Dangi, Cost Accountant has expressed his inability to seek his re-appointment as the cost auditor after completion of his assignment for the year 202324.

Therefore, on the recommendation of the Audit Committee, the Board at its meeting held on 3rd May, 2024 has appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants (FRN: 000030) as the Cost Auditors to conduct the Audit of the Cost Accounting records for the financial year 2024-25. As required under section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s Dhananjay V. Joshi & Associates, Cost Auditors for the financial year 2024-25 for the ratification by the Members in the ensuing 28th Annual General Meeting.

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 Board had appointed M/s Ajit Jain & Co., Company Secretaries, Indore to conduct Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31st March 2024 in Form MR-3 is attached as "Annexure E" and forms part of this Report. The report of the Secretarial Auditor does not contain any qualification, reservation or adverse remark, therefore, do not call for any comments. Further, the Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 3rdMay, 2024 has re-appointed M/s. Ajit Jain & Co., Company Secretaries (M. No. F3933/C.P. No. 2876) to conduct Secretarial Audit for the financial year 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2016-17 is required to be transferred to IEPF within the due date as specified in the Notice of the AGM and shares of the respective shareholders on which no dividend is claimed for a consecutive 7 (Seven) years will also be transferred to IEPF Authority as per the requirement of the IEPF rules. The details related to dividend remains unpaid- unclaimed in the Company have been given in the Corporate

Your company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, is required to be maintained by the Company and accordingly such accounts and records are made and maintained. In pursuance of Section 148 of the Companies Act, 2013, your Directors appointed Mr. S.P.S. Dangi, Cost Accountant, (FRN 100004) Indore to conduct the Audit of the Cost Accounting records for the financial year 2023-24.

Directors receive any remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares of issuance of securities on preferential basis, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013;

e) There were no revisions in the Financial Statement and Board's Report;

f) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31stMarch, 2024, to which the financial statements relate and the date of this report.

g) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review;

h) There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

i) There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

ACKNOWLEDGEMENT

Your directors place on record, their sincere appreciation and gratitude for all the cooperation extended by Government Agencies, Bankers, Financial Institutions, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution to the working of the Company.

Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF is available on the Company's website at http://kritinutrients.com/

An amount of H2,33,457/- in respect of unpaid/unclaimed dividend declared for the FY 2015-2016 was transferred to the Investor Education and Protection Fund Authority as well as 21,682 equity shares of face value of H1 each, in respect of divided remained unpaid/unclaimed for a consecutive 7 (Seven) years in relation to dividend declared for FY 20152016, was also transferred and credited to the IEPF Authority by the Company during the year ended 31st March, 2024.

The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received during the year:

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing 28th AGM will be conducted through Video Conferencing/OAVM and no physical meeting will be held and your company has made necessary arrangements with CDSL to provide facility for e-voting at AGM including remote e-voting. The details regarding e-voting facility is being given with the notice of the Meeting.

GENERAL

Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b) Neither the M ana ging Director nor the Whole-ti me

ANNUAL REPORT ON

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline on CSR Policy of the Company

The Corporate Social Responsibility Policy ("Policy") of the Company is in line with the provisions of Section 135 of the Companies Act 2013 ("Act") read with Schedule VII to the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("Rules").

The Policy lays down the guiding principles that shall be applicable to the CSR projects / programme / activities of the Company.

The Board of Directors approved this Policy, on the basis of the recommendations of the CSR Committee.

2. Composition of CSR Committee:

S. No. Name of Director

Designation / Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year

1 Purnima Mehta Director

Chairperson 1 1

2 Saurabh Singh Mehta Whole-time Director

Member 1 1

3. Rakesh Kalra Independent Director

Member 1 1

3. Web-link: -www.kritinutrients.com.

4. Provide the executive summary along with weblink of impact assessment of CSR projects carried out in pursuance of sub rule (3) of Rule 8 if applicable-Not Applicable

5. (a) 2% of average net profit of the company as per section 135(5)

H43.35 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years.

Nil

(c) Amount required to be set off for the financial year, if any

Nil

(d) Total CSR obligation for the financial year (5a+5b-5c)

H43.35 Lakhs

 

6. (a) Amount spent on CSR Projects (Both Ongoing Projects and Other than Ongoing Project)

H8.10 Lakhs

(b) Amount spent in Administrative Overheads.

Nil

(c) Amount spent on Impact Assessment, if applicable.

NA

(d) Total amount spent for the Financial Year (a+b+c)

H8.10 Lakhs

(e) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year (H in Lakhs)

Amount Unspent (H In Lakhs)

Total Amount transferred to Unspent CSR Account as per section 135(6)

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)

Amount Date of transfer Name of the Fund Amount Date of transfer

8.10

35.26 30.04.2024 NA NA NA

(f) Excess amount for set off, if any: NiL

Sl. No. Particular

Amount (H in Lakhs)

(i) Two percent of average net profit of the company as per section 135(5)

43.35

(ii) Total amount spent for the Financial Year Excess amount carry forward from the previous Year

8.10

(iii) Excess amount spent for the financial year [(ii)-(i)]

0.00

(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any

0.00

(v) Amount available for set off in succeeding financial years [(iii)-(iv)]

0.00

7. Details of Unspent CSR amount for the preceding three financial years:

Sl.

No.

Preceding Financial Year

Amount transferred to Unspent CSR

account u/s 135(6)

Balance amount in Unspent CSR Account u/s 135(6)

Amount Spent in the Financial Year

Amount transferred to any fund specified under schedule VII as per section 135(6), if any

Amount remaining to be spent in succeeding financial years

Deficiencies if any

Amount (H in Lakhs) Date of Transfer

1

2020-21 36.51 2.86 2.86 - - - -

2

2021-22 36.60 5.69 21.91 - - 5.69 -

3

2022-23 34.02 34.02 0.00 - - 34.02 -
Total 107.13 42.57 24.77 - - 39.71 -

8. Whether any Capital Assets have been created or acquired through CSR amount spent in the Financial Year: No If Yes, enter the number of capital assets created/acquired : N.A.

Furnish the detaiLs reLating to such assets(s) so created or acquired through CSR amount spent in the FinanciaL Year:

Sl.

No.

Short Particulars of the Property or assets(s) [including complete address and location of the property]

Pincode of the property or asset(s)

Date of creation

Amount of CSR spent

Details of entity/Authority/ Beneficiary of the Registered Owner

CSR

Registration Number, if applicable

Name Registered

Address

Nil

9. Specify the Reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).

The Company endeavoured to ensure fuLL utiLization of the aLLocated CSR budget. The CSR activities are scaLabLe with few new initiatives that may be considered in future and moving forward the Company wiLL endeavour to spend the amount on CSR activities in accordance with the statutory requirements.

ANNEXURE-B

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AS AMENDED AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED 31STMARCH, 2024.

(A) Particulars of Employees as per [Rule-5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(i) The ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the financial year 2023-24.

S. No. Name of Director

Ratio of remuneration of each Director/ to median remuneration of employees (in times)

1 Mr. Shiv Singh Mehta1

90.85

2 Mr. Saurabh Singh Mehta

118.04

(ii) The percentage increase in remuneration of each Executive Director, Chief Financial Officer and Company Secretary in the financial year 2023-24:

S. No. Name of Director /KMPs

Designation % increase in remuneration

1 Mr. Shiv Singh Mehta1

Chairman and Managing Director 245.68

2 Mr. Saurabh Singh Mehta

Whole-time Director 120.75

3 Mr. Shashank Belkhede2

Chief Financial Officer N.A.

4 Mr. Indrajeet Arora3

Chief Financial Officer N.A.

5 Mr. Nitin Chhariya4

Chief Financial Officer 3.91

3 Mr. Raj Kumar Bhawsar

Company Secretary 8.09

1Mr. Shiv Singh Mehta is also Chairman and Managing Director of the Kriti Industries (India) Limited and drew remuneration over there in previous year within the permissible limits. However, in this FY, he also drew salary and perquisites over there and commission from Kriti Nutrients Limited within the permissible limits.

2Mr. Shashank Belkhede ceased w.e.f.21.07.2022.

3Mr. Indrajeet Arora appointed w.e.f. 09.1 1.2022 and ceased w.e.f. 30.1 1.2022.

4Mr. Nitin Chhariya appointed w.e.f. 03.02.2023.

(iii) The percentage increase in the median remuneration of employees in the financial year 2023-24 was 7.40%.

(iv) There were 230 permanent employees on the rolls of the Company as on 31st March, 2024.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

% increase in Average salary of employees other than KMPs for Financial Year 2023-24 has given in point no. (A) (iii) above.

The increase in the salary of KMPs for Financial Year 2023-24 has given in point no. (A) (ii) above.

The increase in remuneration is not solely based on Company's performance but also includes various other factors like individual performance, experience, relevant expertise, skills, academic background, industry trends, economic situation, and future growth prospects etc. besides Company's performance.

There were no exceptional circumstances for the increase in managerial remuneration in comparison to the remuneration of other employees.

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

A. Conservation of Energy

1) Steps taken or impact on conservation of energy:

A. Done the high pressure tripping system on boiler before that safety valve were lifting , save approx 4.3 ton coal /months.

B. We were use three Lecithin heater to produce 6.5 ton/day, We have installed only 8 ton/day single heater to increase production and energy saving.

C. Reduced water intake limit from 350 KL/day to 250 KL /day.

D. Installed timer on TVP condensate pumps and save 90 kw/day.

E. Installed timer on lecithin re-circulation pump, Reduced running by 12 hrs/day. ( 180 Kw/day)

F. 5 HP vacuum pump installed in place of 10 HP water ejector pump in ETP section. (90 kw/day)

G. Battery operated fork lifter started in place of diesel operated fork lifter. (600 liter diesel/month).

H. Construct water harvesting pit and conserve 5000 KL water/year.

I. Installed induction heaters in place of ceramic heaters in blow molding machine to save power. (98 kw/day).

2) Steps taken by the company for utilizing alternate sources of energy:

Approx. 15.02 Lakh unit used from solar power by open power supply for 2023-2024.

3) Capital investment on energy conservation equipment:

Approx. H18 Lakhs (H15 Lakhs for Lecithin heater and H3 Lakhs for Induction heaters).

B. Technology Absorption

1) Efforts made towards technology absorption: As listed in point A(1) above.

2) Benefits derived: As listed in point A(1) above.

3) Technology imported during the last three years reckoned from beginning of the financial year:

During the last three years reckoned from beginning of the financial year, the following technology imported:

S. No. Details of the technology imported

Year of import Whether the technology has been fully absorbed If not fully absorbed, reasons thereof

1 Technology imported.

2023 Nil Nil

2. Magnetic separation (Drawer type) installation in flour mill and installation of IE3 motor in refinery.

2022 Yes NA

3 Imported world class technology M/c for Soya TVP/ Granules from Urschel USA Approx. H55 Lakhs.

2021 Yes NA

4. Up gradation of soya flour system with automatic bagging system and pneumatic conveying

2020 Yes NA

C. Foreign Exchange Earning & Outgo

S. No. Particulars

2023-24 2022-23

1. Foreign Exchange earned in terms of Actual Inflows

6,663.62 10,780.79

2. Foreign Exchange spent in terms of Actual Outflows

• C.I.F. Value of Import (Raw Material)

1,323.42 2,615.50

monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority".

4.2 "Audit Committee" means a Committee constituted by the Board of Directors of the Company in accordance guidelines of Listing Agreement and Companies Act, 2013.

4.3. "Board" means the Board of Directors of the Company.

4.4. "Company" means the Kriti Nutrients Limited, and all its offices.

4.5. "Code" means Code of Conduct for Directors and Senior Management Executives adopted by Kriti Nutrients Limited

4.6. "Employee" means all the present employees and whole time Directors of the Company (Whether working in India or abroad).

4.7. "Protected Disclosure" means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title "SCOPE OF THE POLICY" with respect to the Company. It should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

4.8. "Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

4.9. "Vigilance and Ethics Officer" means an officer appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

4.10. "Whistle Blower" is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

5. ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

1. PREFACE

1.1 Section 177 of the Companies Act, 2013 requires every Listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Such a vigil mechanism shall provide adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

2. POLICY OBJECTIVES

2.1 The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or u nfa ir treatment. A Vigil (Whistle Blower) mecha nism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and provide for direct access to the Chairman of the Audit Committee in exceptional cases.

2.2 This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues ingeneral.

3. SCOPE OF THE POLICY

3.1 This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

4. DEFINITIONS

4.1 "Alleged wrongful conduct" shall mean violation of law, Infringement of Company's rules, misappropriation of

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

6.1. ALL Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a cLear understanding of the issues raised and shouLd either be typed or written in a LegibLe handwriting in English.

6.2. The Protected Disclosure should be submitted in a cLosed and secured enveLope and shouLd be super scribed as "Protected disclosure under the Whistle Blower policy". Alternatively, the same can also be sent through email with the subject "Protected disclosure under the Whistle Blower policy". If the complaint is not super scribed and cLosed as mentioned above, it wiLL not be possible for the Audit Committee to protect the complainant and the protected disclosure wiLL be deaLt with as if a normaL discLosure.

In order to protect identity of the compLainant, the VigiLance and Ethics Officer wiLL not issue any acknowLedgement to the compLainants and they are advised neither to write their name/address on the enveLope nor enter into any further correspondence with the VigiLance and Ethics Officer. The VigiLance and Ethics Officer shaLL assure that in case any further cLarification is required he wiLL get in touch with the compLainant.

6.3. Anonymous / Pseudonymous discLosure shaLL not be entertained by the VigiLance and Ethics Officer.

6.4. The Protected DiscLosure shouLd be forwarded under a covering Letter signed by the compLainant. The VigiLance and Ethics Officer / Chairman of the Audit Committee as the case may be, shaLL detach the covering Letter bearing the identity of the WhistLe BLower and process onLy the Protected DiscLosure.

6.5. ALL Protected Disclosures shouLd be addressed to the VigiLance and Ethics Officer of the Company or to the Chairman of the Audit Committee in exceptionaL cases. The contact detaiLs of the VigiLance and Ethics Officer is asunder:-

Name and Address - Vigilance and Ethics Officer,

Kriti Nutrients Limited

BriLLiant Sapphire, 801-804, 8th FLoor, PLot No. 10 Scheme no 78-II, Vijay Nagar, Indore (M.P.) 452010

EmaiL-whistLebLower@kritiindia.com

6.6. Protected DiscLosure against the VigiLance and Ethics Officer shouLd be addressed to the Chairman of the Audit Committee. The contact detaiLs of the Chairman

of the Audit Committee are asunder:

Name and Address of Chairman - Shri Chandrasekharan Bhaskar, Chairman Audit Committee

C-2/2522, Vasant Kunj, New DeLhi - 1 10 070

6.7. On receipt of the protected discLosure the VigiLance and Ethics Officer / Chairman of the Audit Committee, as the case may be, shaLL make a record of the Protected DiscLosure and aLso ascertain from the compLainant whether he was the person who made the protected discLosure or not. He shaLL aLso carry out initiaL investigation either himseLf or by invoLving any other Officer of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needfuL action. The record wiLL incLude:

a) Brief facts;

b) Whether the same Protected DiscLosure was raised previousLy by anyone, and if so, the outcome thereof;

c) Whether the same Protected DiscLosure was raised previousLy on the same subject;

d) DetaiLs of actions taken by VigiLance and Ethics Officer / Chairman of the Audit Committee for processing the compLaint

e) Findings of the Audit Committee

f) The recommendations of the Audit Committee/ other action(s).

6.8 The Audit Committee, if deems fit, may caLL for further information or particuLars from the compLainant.

7. INVESTIGATION

7.1. ALL protected discLosures under this poLicy wiLL be recorded and thoroughLy investigated. The Audit Committee may investigate and may at its discretion consider invoLving any other Officer of the Company and/ or an outside agency for the purpose of investigation.

7.2. The decision to conduct an investigation is by itseLf not an accusation and is to be treated as a neutraL fact finding process.

7.3. Subject(s) wiLL normaLLy be informed in writing of the aLLegations at the outset of a formaL investigation and have opportunities for providing their inputs during the investigation.

7.4. Subject(s) shaLL have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this regard.

7.5. Subject(s) have a right to consuLt with a person or

agency.

8.5. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or the Chairman of the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

9. SECRECY / CONFIDENTIALITY

9.1. The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject, and everybody involved in the process shall:

9.1.1. Maintain confidentiality of all matters under this Policy

9.1.2. Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.

9.1.3. Not keep the papers unattended anywhere at anytime

9.1.4. Keep the electronic mails / files under password.

10. PROTECTION

10.1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower's right to continue to perform his duties / functions including making further Protected Disclosure. The company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.

10.2. A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.

10.3. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his

persons of their choice, other than the Vigilance and Ethics Officer / Investigators and/or members of the Audit Committee and/or the Whistle Blower.

7.6. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).

7.7. Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.

7.8. Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.

7.9. The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.

8. DECISION AND REPORTING

8.1. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

8.2. The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/ her since the last report together with the results of investigations, if any.

8.3. In case the Subject is related to the Vigilance and Ethics Officer of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.

8.4. If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating

details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the Whistle Blower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.

10.4. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

10.5. Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the Audit Committee shall be viewed seriously and the complainant shall be su bj ect to disciplina ry action a s per the Ru les / certified standing orders of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

11.1. The Whistle Blower shall have right to access Chairman

of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

12. COMMUNICATION

12.1. A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the website of the company.

13. RETENTION OF DOCUMENTS

13.1. All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.

14. ADMINISTRATION AND REVIEW OF THE POLICY

14.1. The Chief Financial Officer shall be responsible for the administration, interpretation, application and review of this policy. The Chief Financial Officer also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.

15. AMENDMENT

15.1. The Company reserves the right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing.

   


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