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 |
1
Mr. 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.
2
Mr. Shashank Belkhede ceased w.e.f.21.07.2022.
3
Mr. Indrajeet Arora appointed w.e.f. 09.1 1.2022 and ceased
w.e.f. 30.1 1.2022.
4
Mr. 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.