Dear Members,
We are delighted to present the 2nd Annual Report on the business and operations of our
company, accompanied by the Audited Financial Statements for the Financial Year ended on
31st March 2024. This report holds special significance as it marks our first report
following our successful Initial Public Offering (IPO) and subsequent listing on the
Emerge Platform of the National Stock Exchange of India Limited. We extend a warm welcome
to all our new shareholders and express our gratitude for your trust and support. We look
forward to continuing our journey together, creating value and delivering growth for our
shareholders.
1. Financial Summary or Highlights or results
| Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
| Revenue from operation |
12727.26 |
12459.24 |
| Other Income |
118.39 |
146.37 |
| Total Income |
12845.65 |
12605.62 |
| Profit before interest, depreciation |
1925.95 |
1664.41 |
| Less: Interest |
488.82 |
516.63 |
| Less: Depreciation |
77.79 |
39.03 |
| Profit before tax |
1359.34 |
1108.75 |
| Less: Tax Expenses |
|
|
| - Current Tax |
357.54 |
293.56 |
| - Deferred Tax |
-8.68 |
-3.02 |
| Profit for the year |
1010.49 |
818.21 |
| Earnings Per Shares (EPS) |
|
|
| - Basic |
8.15 |
8.99 |
| - Diluted |
8.15 |
8.99 |
2. State of Company's Affair or Company's Performance overview
In the current fiscal year, the Company saw a rise in revenue, totaling RS. 12845.65
Lakhs, compared to RS. 12605.61 Lakhs in the preceding year. Concurrently, expenditure
decreased to RS. 11486.31 Lakhs from RS. 11496.87 Lakhs in the previous year.
The Company achieved a net profit of RS. 1010.49 Lakhs in the current fiscal year, a
substantial increase from RS. 818.21 Lakhs in the previous year. This impressive growth
translates to an Earning Per Share of RS. 8.15.
3. Initial Public Offer of Equity Shares
The Directors are delighted to announce the successful completion of the Company's
Initial Public Offering (IPO) of 32,99,200 Equity Shares, each with a face value of RS.
10/- (Rupees Ten only), at a premium of RS. 66/-. The response from investors was
overwhelming. The Issue opened on 29th September 2023, and closed on 5th October 2023. The
issue was subscribed 3.07 times.
We are pleased to inform you that the allotment for the IPO was completed on 10th
October 2023, with the shares ranking pari-passu with the existing shares. Following this,
the Company's shares were listed on the NSE Emerge, the SME Platform of the National Stock
Exchange of India Limited (NSE), on 12th October 2023.
The 2337.39 lakhs in IPO proceeds were used to cover the company's working capital
needs.In addition, the company incurred 170.00 lakhs in offer expenses.
Further, there was no deviation/variation in the utilization of the gross proceeds
raised through IPO.
4. Dividend
Your Company does not recommend dividend for the year under review because it has
chosen to maintain growth in accordance with its long-term growth objectives by keeping
profit and using it for current opportunities.
5. Share Capital or Capital Structure
The Capital structure of the Company as on 31.03.2024 as are follows:
The Authorized Equity Share Capital of the Company is RS. 2500.00 Lakhs (Rupees
Twenty-Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of RS.
10/- each.
The Issued, Subscribed and Paid-up Share Capital of the Company is RS. 1239.95 Lakhs
(Rupees Twelve Crores Thirty-Nine Lakhs Ninety-Five Thousand) divided into 1,23,99,500
(One Crore Twenty-Three Lakhs Ninety-Nine Thousand Five Hundred) Equity Shares of RS. 10/-
each.
6. Transfer to Reserves
During the year under review, the Company has not made transfers to any Reserves.
7. Web Address of Annual Return
Annual Return shall be made available at https://www. karnikaindustries.com/ under
Investor Relations tab "Annual Return" after the conclusion of the Annual
General Meeting.
8. Board of Directors and Key Managerial Personnel
In accordance with the relevant provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the Company has an appropriate
mix of Executive Directors, Non-Executive Directors, and Independent Directors.
Two (2) independent directors make up the total of six (6) members of the board of
directors.
The Managing Director and Promoter serves as the Board Chairman. The Board members are
extremely skilled and have a wide range of experience in the pertinent field of the
Company's business operations. They play important roles in the formulation of business
policies and the decision-making process, and they advise the executive management on how
to carry out their duties efficiently.
9. Boards Independence
According to Regulation 16(1)(b) of the SEBI Listing Regulations, when read in
conjunction with Section 149(6) of the Act and the rules promulgated thereunder,
Independent Directors are NonExecutive Directors. They have declared that they are not
aware of any circumstance or event that may reasonably be expected to affect or impair
their ability to carry out their obligations in line with Regulation 25(8) of the SEBI
Listing Regulations. The Board believes the Independent Directors meet the requirements
for independence as stated in Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations, and that they are independent of the management, based on the
declarations received from them and after giving them due consideration.
Additionally, in compliance with Section 150 of the Act and Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014, the Independent Directors have
confirmed that they have enrolled in the Indian Institute of Corporate Affairs'
Independent Directors' Databank.
The corporation has sent official appointment letters to the Independent Directors. The
terms and circumstances of the appointment of Independent Directors, along with their
functions, responsibilities, and obligations, are disclosed on the Company's website at as
required by Regulation 46 of the SEBI Listing Regulations.
The company's independent directors are as follows: Ms. Kirti Taparia Mr. Shashikant
Soni
As per provisions of the Companies Act, 2013, Independent Directors shall not be liable
to retire by rotation.
10. Retirement by Rotation
In Accordance to Section 152 of the Companies Act, 2013, at least two-third of the
total number of Directors (excluding independent directors) shall be liable to retire by
rotation.
The Independent Directors are not subject to retirement by rotation and serve for a
fixed period of office that does not exceed five years from the date of appointment.
Accordingly, Kirti Mundhra (DIN- 09549207), NonExecutive Director, retires from the
Board this year and being eligible, has offered herself for reappointment.
The annexure to the notice calling the upcoming Annual General Meeting contains a brief
resume and other information about Kirti Mundhra (DIN- 09549207), who is recommended for
re-appointment. This information is required to be disclosed under Regulation 36(3) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. Familiarisation Programme for Directors (including Independent Directors)
In accordance with the provisions of the Companies Act of 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations of 2015, the company has developed a
program through which the Independent Directors becomes familiar with the company's
business model, industry in which it operates, and other aspects of their roles, rights,
and responsibilities.
The details of programmes for familiarisation for Independent Directors are available
on the website of the Company www.karnikaindustries.com
12. During the year under review following changes occurred in Board of Directors and
Key Managerial Personnel of the Company:
Mr. Parmeshwar Lal Sharma (DIN-09798016) resigned on 29th January, 2024 from the
position of Independent Director and Mr. Shashikant Soni (DIN- 09798016) was appointed on
30th March 2024 as an Additional Independent Director and subsequently, has been appointed
as an Independent Director on 29th June 2024 at an Extra Ordinary General Meeting.
13. Directors and KMPs as on March 31, 2024, are as under:
| Sr. No. |
Name of Directors and KMPs |
Designation |
| 1 |
Niranjan Mundhra |
Managing Director |
| 2 |
Shiv Shankar Mundhra |
Whole-Time Director |
| 3 |
Mahesh Kumar Mundhra |
Whole-Time Director |
| 4 |
Kirti Mundhra |
Non-Executive Women Director |
| 5 |
Kirti Taparia |
Independent Director |
| 6 |
Shashikant Soni |
Independent Director |
| 7 |
Krishan Kumar Karnani |
Chief Financial Officer |
| 8 |
Muskan Mundhra |
Company Secretary and Compliance Officer |
14. Code of Conduct
The Board of Directors has adopted a Code of Conduct for Directors and Senior
Management of the Company. An annual affirmation of compliance with the Code of Conduct is
taken from all the Directors and Senior Management members of the Company to whom the Code
applies. The Code of Conduct has also been posted at the website of the Company https://
www.karnikaindustries.com. Managing Director's affirmation that the Code of Conduct has
been complied with by the Board of Directors and Senior Management is produced elsewhere
in the report.
15. Declaration from Independent Directors
All of the Independent Directors appointed during the year, in the Board's opinion,
meet the requirements for independence as outlined in the Act and the SEBI Listing
Regulations, are independent of the management, and have complied with the Code for
Independent Directors as outlined in Schedule IV of the Companies Act, 2013, as well as
having the integrity, expertise, knowledge, and experience necessary to be Independent
Directors of the Company.
16. Board Evaluation
The Nomination and Remuneration Committee of the Board has formulated a Performance
Evaluation Framework, under which the Committee has identified criteria upon which every
Director, every Committee, and the Board as a whole shall be evaluated. During the year
under review the evaluation of every Director, every Committee, and the Board has been
carried out.
17. Insider Trading
In accordance with the SEBI (Prohibition of Insider Trading) Regulation, 2015, the
Company has adopted a Code of Conduct for the Prevention of Insider Trading to govern
securities trading by its directors and selected staff. The details of the insider trading
policy have been disclosed on the Company's website at the following link:
www.karnikaindustries.com
The Code requires a Trading Plan and preclearance for dealing in the Company's shares,
and it prohibits the Directors and designated employees from purchasing or selling Company
shares while in possession of unpublished price sensitive information about the Company or
while the Trading Window is closed. However, no such cases occurred in the Company during
2023-24.
18. Board Meetings
Aside from other Board matters, the Board meets on a regular basis to deliberate and
make decisions regarding the Company/Business policy and strategy.
All Directors are notified well in advance of the upcoming Board meeting.
The quorum and frequency of these meetings complied with Secretarial Standard 1 and the
Companies Act, 2013 regulations.
Recording of Minutes of proceedings of Board and Committee meetings
The Company Secretary & Compliance Officer ensures that the minutes of each Board
and Committee meeting are properly recorded in accordance with the relevant provisions of
the Act and the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
Selection of agenda items for Board Meetings
The information, as required under Regulation 17(7) read with Schedule II, Part A of
the SEBI Listing Regulations and applicable provisions of the Act, is made available to
the Board as part of agenda.
The meetings of the Board are generally held at the Registered Office of the Company at
6 & 6/1, Gurgola Ghat Road, Bandhaghat, Howrah - 711106.
26 (Twenty-Six) Board Meetings were held during the year to consider and approve
various matters including approvals required for the IPO process. The meetings were held
on - 13.04.2023, 28.04.2023, 22.05.2023, 26.05.2023, 31.05.2023, 08.06.2023, 17.06.2023,
27.06.2023, 30.06.2023, 20.07.2023, 24.07.2023, 18.08.2023, 19.09.2023, 22.09.2023,
09.10.2023, 11.10.2023, 20.10.2023, 15.12.2023, 22.12.2023, 29.01.2024, 30.01.2024,
07.03.2024, 13.03.2024, 22.03.2024, 29.03.2024 and 30.03.2024. The gap between any 2 (two)
Board meetings during the year did not exceed 120 (one hundred and twenty) days. The
requisite quorum was present for all the meetings.
Attendance of each Director at the Board meetings during the year and last Annual
General Meeting and Number of shares held by the directors in the Company.
| Name of the Director |
No. of Board Meetings |
Attendance at last AGM |
No. of Shares held in the Company as on March 31, 2024 |
|
Held |
Attended |
|
|
| Niranjan Mundhra |
26 |
26 |
Yes |
30,33,000 |
| Shiv Shankar Mundhra |
26 |
26 |
Yes |
30,33,000 |
| Mahesh Kumar Mundhra |
26 |
26 |
Yes |
30,33,000 |
| Kirti Mundhra |
26 |
26 |
Yes |
260 |
| Kirti Taparia |
26 |
26 |
Yes |
0 |
| Parmeshwar Lal Sharma |
26 |
20 |
Yes |
0 |
| Shashikant Soni |
26 |
1 |
No |
0 |
Separate Meeting of Independent Directors
Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations,
the Independent Directors met on 08.12.2023 without the presence of Non-Independent
Directors and members of the management and have inter-alia assessed the quality, quantity
and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.
19. Management Discussion and Analysis
In terms of Regulation 34(2)(e) of SEBI Listing Regulations, a detailed report on
Management Discussion and Analysis (MDA) Report is included in this Report as Annexure-I.
20. Business Responsibility and Sustainability Report
In accordance with provisions of Regulation 34(2) (f) of SEBI Listing Regulations the
Company being SME listed, requirement of Business Responsibility and Sustainability Report
is not applicable to the Company.
21. Directors' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, it is hereby confirmed that in
the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III of the
Act have been followed and there are no material departures from the same.
a. the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit of the company for the year under review;
b. the directors have taken proper and sufficient care 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;
c. the directors have prepared the annual accounts on a going concern basis.
d. the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively; and
e. 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.
22. Stakeholders Relationship Committee ("SRC")
The Stakeholders Relationship and Grievance Committee has been constituted under
Section 178 of the Companies Act, 2013. The committee consists of four directors: two
Independent Directors and One whole time Director and One Non-Executive Director.
The Stakeholders Relationship and Grievance Committee convened a meeting on 18.01.2024,
to discuss share transfers, transmissions, demats, reported by the company's RTA.
Composition of the SRC and attendance details of the members for the period as given
below:
| Name of Members |
Designation |
Position |
No. of Meetings held during the period |
No. of Meetings attended |
| Mr. Parmeshwarlal Sharma * |
Independent Director |
Ex-Chairman |
1 |
1 |
| Mr. Shashikant Soni** |
Independent Director |
Chairman |
1 |
0 |
| Mrs. Kirti Taparia |
Independent Director |
Member |
1 |
1 |
| Mrs. Kirti Mundhra |
Non-Executive Women Director |
Member |
1 |
1 |
| Mr. Shiv Shankar Mundhra |
Whole-Time Director |
Member |
1 |
1 |
*Resigned on 29.01.2024 ** Appointed on 30.03.2024
The Company Secretary and Compliance Officer of the Company acts as the secretary to
the SRC. No complaint was received from the Stakeholders throughout the year under review.
23. Auditors and Auditors Report
a. Statutory Auditors
M/S AAAJ & Associates, Chartered Accountants (Firm Registration No. 0322455E) were
appointed as Statutory Auditors of the Company for 5 (five) consecutive years, at the 1st
Annual General Meeting held on September 28, 2023, for five years till the conclusion of
the Annual General Meeting to be held for the Financial Year 20272028. Accordingly, they
have conducted Statutory Audit for the F.Y. 2023-24.
The Statutory Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company and shall continue to be Statutory Auditors for the F.Y. 2023-24.
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 does not contain any qualification, reservation or disclaimer. The
Notes to the financial statements referred in the Auditors' Report are self-explanatory
and do not call for any further comments.
b. Cost Auditors-
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business
activities carried out by the Company.
c. Secretarial Auditors
The Board had appointed Mrs. Poonam Binani, Company Secretary, [ICSI Membership No.
ACS-A33638 & Certificate of Practice No. 12552], to conduct Secretarial Audit of the
Company. The Secretarial Audit Report for the financial year ended March 31, 2024, is
annexed and marked as Annexure-IV to this Report.
The Secretarial Audit Report does not contain any qualification, reservation
disclaimer. The observation(s) referred in the Secretarial Audit Report are
self-explanatory and do not call for any further comments.
d. Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit
Committee, of the Company, has appointed M/s Ajay Mundhra & Associates, Chartered
Accountants, [ICAI Firm Registration No.- 329704E], as the Internal Auditors of the
Company for the financial year 2023-24.
e. The Internal Audit Findings and Report submitted by the said Internal Auditors,
during the financial year, to the Audit Committee and Board of Directors of the Company,
do not contain any adverse remarks and qualifications hence do not call for any further
explanation by the Company.
24. Reporting of Fraud
During the year under review, the Statutory Auditors, and Secretarial Auditors have not
reported any instances of fraud committed in the Company by its officers or employees
under Section 143(12) of the Companies Act, 2013.
25. Particulars of Loans, Guarantees or Investments
During the year, the Company has not given any loan or provided any guarantee or
security in favour of other parties and has also not made any investment of its fund with
any other party under Section 186 of Companies Act, 2013.
26. Particulars of Contracts or Arrangements with Related Parties
During the year under review:
a) all contracts / arrangements / transactions entered by the Company with related
parties were in its ordinary course of business and on an arm's length basis;
b) contracts / arrangements / transactions which were material, were entered into with
related parties in accordance with the Policy of the Company on Materiality of Related
Party Transactions and on dealing with Related Party Transactions. The Company had not
entered into any contract / arrangement / transaction with related parties which is
required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is available on the Company's website and can
be accessed at www.karnikaindustries.com. There were no materially significant related
party transactions which could have potential conflict with the interests of the Company
at large. Members may refer to Note 32 of the Standalone Financial Statement which sets
out related party disclosures pursuant to AS - 18.
27. Audit Committee
The Audit Committee of the Board of Directors reviews Financial Statements and
Reporting before submission to the Board. The Audit Committee makes recommendations on the
appointment, remuneration, performance, and oversight of Internal and Statutory Auditors.
The internal and statutory auditors' reports are reviewed. Senior Management Personnel,
including the Internal Auditor, are invited to Audit Committee meetings. During the fiscal
year under review, the Audit Committee met four times to discuss a variety of issues. The
meetings were held on 17.06.2023, 27.09.2023, 14.11.2023 and 19.01.2024.
Composition of the Audit Committee and attendance details of the members for the period
as given below:
| Name of Members |
Designation |
Position |
No. of Meetings held during the period |
No. of Meetings attended |
| Mr. Shashikant Soni** |
Independent Director |
Chairman |
4 |
0 |
| Mr. Parmeshwar Lal Sharma* |
Independent Director |
Ex-Chairman |
4 |
4 |
| Mrs. Kirti Taparia |
Independent Director |
Member |
4 |
4 |
| Mrs. Kirti Mundhra |
Non-Executive Women Director |
Member |
4 |
4 |
*Resigned on 29.01.2024
** Appointed on 30.03.2024
The Company Secretary and Compliance Officer of the Company acts as the secretary to
the Audit Committee.
During the fiscal year under review, the Company reviewed and recommended to the Board
the Financial Statements and Auditors Report for filing with the NSE in the draft offer
document for the IPO. The Audit Committee's recommendation was accepted by the board.
28. Nomination and Remuneration Committee ("NRC")
The Company's Nomination and Remuneration Committee was formed in accordance with
Section 178 of the Companies Act, 2013. This Committee's responsibilities include
identifying qualified Directors and Senior Management, developing criteria for determining
qualifications and independence, recommending appointments to the Board, evaluating
Director performance, and developing a Remuneration Policy for Directors, Key Managerial
Personnel, and Senior Managers.
Currently, the Nomination and Remuneration Committee consists of 1 Non-Executive
Director and 2 Independent Director.
Selection of New Directors and Board Membership Criteria
The goal of the Nomination and Remuneration Committee ('NRC') is to create a diverse
board of directors with experience and backgrounds in business leadership, strategy,
operations, technology, finance and accounting, governance, and government/regulatory
affairs. The NRC formulates and recommends to the Board the appropriate qualifications,
positive attributes, characteristics, skills, and experience required for the Board as a
whole and its individual members. The meeting was held on 15.02.2024.
Composition of the NRC and attendance details of the members for the period as given
below:
| Name of Members |
Designation |
Position |
No. of Meetings held during the period |
No. of Meetings attended |
| Mr. Parmeshwar Lal Sharma* |
Independent Director |
Ex-Chairman |
1 |
0 |
| Mr. Shashikant Soni** |
Independent Director |
Chairman |
1 |
0 |
| Mrs. Kirti Taparia |
Independent Director |
Member |
1 |
1 |
| Mrs. Kirti Mundhra |
Non-Executive Women Director |
Member |
1 |
1 |
* Resigned on 29.01.2024 ** Appointed on 30.03.2024
The Company Secretary and Compliance Officer of the Company acts as the secretary to
the NRC.
During the year, the NRC reviewed and recommended to the Board a Policy on Nomination,
Remuneration, and Evaluation (including a Policy on the Appointment and Removal of
Directors/Key Managerial Personnel ("KMPs"), a Familiarisation Programme for
Independent Directors, a Succession Plan for Directors/KMPs, Board Diversity, and Board
Evaluation) and a Code of Conduct for Board Members/KMPs. Remuneration Policy is published
on the Company's website at www.karnikaindustries.com.
29. Share Transfer System/ Dematerialization of shares.
The Depositories, NSDL and CDSL, have both admitted the Company's Equity Shares into
the Dematerialization system. On March 31, 2024, the 1,23,99,500 equity shares that were
dematerialized through the depositories, Central Depositories Services (India) Limited and
National Securities Depositories Limited, accounted for 100% of the company's total
issued, subscribed, and paid-up share capital. Your company has been assigned the ISIN
INE0MGA01012. Following is the status of the securities as of March 31, 2024:
|
CDSL |
NSDL |
TOTAL |
| Shares in Demat |
25,60,000 |
98,39,500 |
1,23,99,500 |
| Physical Shares |
Nil |
Nil |
Nil |
According to the terms of the Companies Act of 2013 and its rules, the transfer of
shares in physical form is not permitted.
30. Deposits
According to Section 73 of the Companies Act 2013 and the regulations enacted
thereunder, your Company has not taken or renewed any deposits during the year under
review.
31. Investor Education and Protection Fund (IEPF)
During the year under review, the provision of section 125(2) of the Companies Act,
2013 does not apply as the company was not required to transfer any amount to the Investor
Education Protection Fund (IEPF) established by the Central Government of India.
32. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relevant details are given hereunder.
A. Conservation of Energy
The company has persisted in making deeper and more vigorous attempts to increase
energy efficiency.
To keep all of the machinery and equipment in good working order, they undergo regular
servicing, updates, and overhauls. As a consequence, less energy was used.
B. Technology Absorption
a. The Company continues to adopt and use the latest technologies to improve the
productivity and quality of its products.
b. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year): The Company has invested in Imported Machinery
during the Financial Year to upgrade the technology to give value to its product The
Machine became fully operational during the year.
c. The expenditure incurred on Research and Development:
Amount in Lakhs
|
F.Y. 2023-24 |
F.Y. 2022-23 |
| Capital Expenditure |
NIL |
NIL |
| Revenue Expenditure |
NIL |
NIL |
C. Foreign Exchange Earnings and Outgo:
Amount in Lakhs
|
F.Y. 2023-24 |
F.Y. 2022-23 |
| Earnings |
958.36 |
2,065.42 |
| Outgo |
169.32 |
4.14 |
33. Nomination and Remuneration Policy
The NRC's purpose is to oversee the nomination process, including succession planning
for the Company's Senior Management Personnel and Board, and to assist the Board in
identifying, screening, and reviewing individuals qualified to serve as Executive
Directors, Non-Executive Directors, Independent Directors, Key Management Personnel, and
Senior Management Personnel in accordance with the criteria established by the Board in
its Policy. The NRC and the Board examines the Company's succession planning process on a
regular basis and are confident that there is an acceptable procedure in place for the
orderly succession of Board members, Key Management Personnel, and Senior Management
Personnel.
34. Risk Management Policy
The Company prioritizes an effective, consistent, and sustainable risk management
system as part of its work culture. There is a clear risk management approach in place,
including risk mapping, trend analysis, exposure, potential impact, and mitigation. The
process aims to reduce the impact of recognized risks and take proactive steps to mitigate
them. The mechanism is based on the probability of occurrence and the potential impact
when triggered. A comprehensive risk assessment is underway to identify, evaluate,
monitor, and manage both business and non-business-related risks.
35. Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 and the regulations outlined
therein, a CSR Policy has been implemented to guarantee social responsibilities.
The CSR Policy is available for download at the company's website
www.karnikaindustries.com.
Due to the company's profitability and turnover, your company was mandated by section
135 of the Companies Act, 2013 and its implementing regulations to carry out CSR
expenditure in 20232024. The Company has carried out a number of expenditures under the
banner of "Corporate Social Responsibility which has been provided in Annexure-II that
are compliant with both Schedule VII of the Companies Act of 2013 and the Company's CSR
Policy.
36. Vigil Mechanism/ Whistle Blower Policy
The Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors,
Employees, Vendors, Customers, and Other Stakeholders of the Company to raise, and report
concerns regarding any unethical conduct, irregularity, misconduct, actual or suspected
fraud, or any other violation of the Policy within the Company. This is in accordance with
the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations.
The vigil system offers sufficient protections against victimization of those who utilize
it, as well as direct access to the Audit Committee chairperson in suitable or
extraordinary circumstances. The Company's website www. karnikaindustries.com has the
Whistle Blower Policy.
37. Details of Subsidiary, Joint Venture or an Associate Companies
During the year under review, no Company became or ceased to be subsidiaries, joint
ventures or associates of the Company.
There are no subsidiaries, joint ventures or associates of the Company.
38. Internal Financial control & its adequacy
The Company's internal financial control systems are appropriate for its size and kind
of business. These are intended to offer a reasonable level of assurance concerning the
following: preserving assets from unauthorised use, carrying out transactions with the
appropriate authorization, recording and supplying trustworthy financial and operational
information, adhering to applicable accounting standards and pertinent statutes, and
guaranteeing compliance with company policies. The Company has clearly defined authority
delegation and restrictions for approving capital and revenue expenditures.
39. Details of Remuneration of Directors and KMPs and Particulars of Employees
The Disclosures with respect to the Remuneration of Directors and Employees as required
under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with, a statement
containing particulars of Employees as required under Section 197 of Companies Act, 2013
read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith and marked as Annexure - III and form
part of this report.
40. Changes in Nature of Business
The Company is engaged in the Business of Manufacturing and Trading in Children wear.
During the year under review, there were no changes in the nature of business of the
Company.
41. Material Changes and Commitments affecting financial position between the end of
the Financial Year and date of the report.
There were no material changes during the period affecting the Financial Position of
the Company.
42. Details of Significant and Material Orders Passed by the Regulators, Courts and
Tribunals
During the year under review there has been no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
43. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
The Company has zero tolerance for workplace sexual harassment and has implemented a
policy to prevent, prohibit, and redress workplace sexual harassment in accordance with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013 and its Rules. The Internal Complaints Committee (ICC) has been
formed to investigate and resolve all sexual harassment accusations. The Company is
committed to providing equal opportunity for all employees, regardless of race, caste,
gender, religion, colour, nationality, disability, or other factors. This policy applies
to all female associates (permanent, temporary, contractual, and trainees), visitors to
the company's office, and service suppliers. We treat all employees with dignity and aim
to prevent sexual harassment, whether physical, verbal, or psychological.
During fiscal year 2023-24, the company received no accusations of sexual harassment.
44. Details of Proceedings under the Insolvency and Bankruptcy Code, 2016
During the year, no application was made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016 against the Company.
45. Difference between Valuation on One Time Settlement and while availing Loan from
Banks and Financial Institution:
During the year under review there was no case of one-time settlement with financial
institution so the details of difference between amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions are not applicable to the company.
46. Corporate Governance & Management Discussion and Analysis Report
The company is committed to maintaining the highest levels of corporate governance and
transparency. We make every effort to innovate and adhere to corporate governance
principles and best practices in order to increase long-term shareholder value in a legal,
ethical, and sustainable manner. We believe it to be an inherent responsibility to provide
timely and accurate information about our operations and performance. We also strive to
enhance shareholder value while respecting minority rights in all of our business choices.
Your company is listed on the Emerge Platform of the National Stock Exchange of India
Limited (NSE) under Regulation 15 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. However, we are not required to comply with the Corporate
Governance provisions outlined in Regulations 17-27, Clause (b) to (i) and (t) of
subregulation (2) of Regulation 46, and Para C, D, and E of Schedule V.
47. Education, Training and Development
Training and development are crucial in today's fast-paced corporate world. The
Management views training as a valuable opportunity to broaden employees' expertise. A
planned training and development program ensures staff have consistent experience and
background knowledge. Your organization promotes a culture of continuous learning for
employees through training and development opportunities. The Karnika team prioritizes
achieving targeted and tangible results for the business, treating it as a capital
investment and driving results. Our training and development activities have shown
significant improvements in productivity, efficiency, and effectiveness.
48. Disclosure about Secretarial Standard
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
49. Business Responsibility & Sustainability Report (BRSR)
The Business Responsibility & Sustainability Reporting as required by regulation
34(2) (f) of the SEBI (listing obligations and disclosure requirement) regulations, 2015
is not applicable to the company for the financial year ending, March 31, 2024.
50. Other Disclosures
The Company does not have any scheme or provision of money for the purchase of its own
shares by employees/ Directors or by trustees for the benefit of employees/ Directors.
The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
The Company has not issued any sweat equity shares/ESOP/ RSUs to its directors or
employees; and
There was no revision of financial statements and the Board's report of the Company
during the year under review.
51. Appreciation
Your directors wish to thank the Shareholders, Clients, Bankers and others associated
with the Company for their continued support during the year. Your directors also wish to
place on record their appreciation for the dedication and commitment of the Employees at
all levels.
We think our leadership team has the necessary background and abilities to guide us
into the next decade of expansion. We keep improving our abilities and bringing in the
necessary resources, which enables the business to produce reliable outcomes in the years
to come. The Board of Directors truly values the high calibre of professionalism,
devotion, and hard work exhibited by staff members at every level.
| For and on behalf of Board of Directors of |
|
| Niranjan Mundhra |
Shiv Shankar Mundhra |
| Managing Director |
Whole-Time director |
| DIN: 05254448 |
DIN:02926873 |
| Place: Howrah |
|
| Date: 05.09.2024 |
|
|