The Board of Directors have pleasure in presenting the 7th Annual Report of the Company along with audited financial statements for the financial year ended March 31,2024.
FINANCIAL RESULTS
The Company's financial (Standalone) performance for the year ended March 31,2024 is summarised below:
(Amount in ' Lakhs)
|
Particulars
|
2023-24
|
2022-23
|
Revenue from Operations
|
10,502.37
|
7230.43
|
Other Income
|
66.10
|
10.96
|
Total Revenue
|
10,568.47
|
7241.39
|
Profit Before exceptional and extraordinary items and tax
|
1,753.00
|
1175.72
|
Exceptional items
|
0.00
|
0.00
|
Profit Before extraordinary items and tax
|
1,753.00
|
1175.72
|
Extraordinary items
|
0.00
|
0.00
|
Profit Before Tax
|
1,753.00
|
1175.72
|
Current Tax
|
427.53
|
299.92
|
Deferred Tax
|
(7.41)
|
(58.45)
|
Tax Adjustment of Earlier Years
|
Net Profit/ Loss for the period
|
1,324.12
|
934.26
|
Earnings per share (Basic & Diluted) (in Rs.)
|
11.46
|
10.68
|
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
During the year under review, the Company recorded revenue of Rs.10,502.37 lakhs from its operation as against Rs.7,230.43 lakhs in the previous financial year 2022-23, registering a growth of 45%. Other Income during the current financial year 2023-24 was Rs.66.10 lakhs as against Rs.10.96 lakhs in the previous financial year 2022-23. The Company recorded Profit before Tax of Rs.1,753.00 lakhs for the financial year 2023-24 registering a growth of 49%. as against Rs.1175.72 lakhs for the previous financial year 2022-23. The net profit for the financial year 2022-23 stood at Rs.1,324.12 lakhs for the financial year 2023-24 as against Rs.934.26 lakhs in the previous financial year registering a growth of 42%.
BUSINESS OVERVIEW:
A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report as Annexure- I.
DIVIDEND
Keeping in mind the capital requirement for expansion and growth of business operations and to augment working capital requirements, the Board of Directors did not recommend any dividend on the Equity shares for the financial year 2023-24.
In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the Act to be Investors Education and Protection Fund ("IEPF") of the Central Government.
To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Company's website at link https://www.krishcastrapping.com/
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the 'Retained Earnings'.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.
AWARDS & RECOGNITIONS
The company has obtained various certifications which includes ISO Certificate 9001:2015, which stands testimony for the highest standards of quality and safety maintained by the Company in respect of its products.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the Financial Year under review.
CAPITAL STRUCTURE OF THE COMPANY
As on March, 31, 2024 the Authorised Share Capital of the Company is'1500 Lakhs divided into 1,50,00,000 Equity Shares of 10/- each. The Paid up Share Capital of the Company is 1207 Lakhs divided into 1,20,70,000 Equity Shares of 10/- each.
ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE:
a. BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES: During the year, the Company has not issued bonus shares to its shareholders.
d. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees.
e. INITIAL PUBLIC OFFER ("IPO"): During the year under review, The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 33,20,000 Equity Shares of Rs.10/- each was offered by the Company for subscription at an issue price of 54/- per shares which includes premium of Rs.44/- per share, aggregating to 1792.80 Lakhs. The issue was open for subscription on 16/05/2023 and closed on 19/05/2023. The Board has allotted 33,20,000 Equity Shares of Rs.54/- each to the successful applicant on 24th May, 2023. The equity shares of the Company got listed on 26/05/2023 on the NSE EMERGE.
f ISSUE OF EQUITY SHARES WITH DIFFERENTIALRIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:-
The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TO EMPLOYEES OF THE COMPANY UNDER ANY SCHEME:
The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.
h. OTHER CONFIRMATIONS
The Company has not made any change in voting rights or changed the capital structure resulting from restructuring.
The Company failed to implement any corporate action.
The Company's securities were not suspended for trading during the year since its listing.
UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE
The Company had raised funds through Initial Public Offer (IPO) during May, 2023 where the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated May 22, 2023.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.
BORROWINGS
As on 31st March 2024, an amount of Rs. 2014.21 Cr. is outstanding towards borrowings, which comprises of both secured and unsecured loans.
SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively issued by the Institute of Company Secretaries of India ('ICSI') and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2023-24.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) 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
f) 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.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT
The Company has not given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year under Section 186 of the Act.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT
With reference to Section 134(3)(h) of the Act, all contracts, and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' (i.e. transactions entered into individually or taken together with previous transactions during the financial year, exceeding rupees one thousand crore or ten percent of the annual consolidated turnover as per the last audited financial statements of the Company, whichever is lower) according to the policy of the Company on materiality of Related Party Transactions.
The Company had entered into any contract / arrangement /transaction with related parties which is 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. You may refer to Related Party transactions in Note No. 27 of the Standalone Financial Statements for more details.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available on the Company's website and can be accessed at https://www.krishcastrapping.com.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. Annual Report on CSR activities undertaken by the Company during the financial year ended on 31st March, 2024 in the prescribed format is annexed as Annexure IV to this report.
RISK MANAGEMENT
Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.
During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.
AUDITORS AND AUDITORS' REPORTSTATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and in accordance with the resolution passed by the members at the AGM held on September 30, 2022, M/s. L.U. KRISHNAN & Co., Chartered Accountants, Chennai (bearing FRN:001527S), and were re-appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 05th Annual General Meeting (for the financial year 31.03.2022), to till the conclusion of 10th Annual General Meeting (for the financial year 31.03.2027) on remuneration as may be agreed between the Board and the Auditors. M/s. L.U. KRISHNAN & Co., Chartered Accountants, have provided their consent and
eligibility declaration for appointment of Statutory Auditors of the Company.
M/s. L. U. Krishnan & Co, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023- 24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.
COST RECORDS AND COST AUDIT
As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediate preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more. Since, your company's annual turnover does not exceeds the threshold limit as mentioned above; appointment of cost auditor is not applicable for the FY 2023-24. Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134 your Company has duly maintained the cost audit records as per sub-section 1 of section 148 of Companies Act, 2013
Pursuant to the Provision of Section 148 of the Companies Act, 2013 read with notification/ circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors had appointed M/s.N.Sivashankaran & Co, Cost Accountants, Chennai, Firm Registration No.100662, as the Cost Auditors of the Company for the financial year 2024-25 and recommends the ratification of remuneration of M/s.N.Sivashankaran & Co, Cost Accountants, Chennai, Firm Registration No.100662 as the Cost Auditor of the Company for the above said financial year. The Cost Audit Report will be filed within the period stipulated under Companies Act, 2013.
The Cost Auditors have certified that their appointment is within the limits of Section 141 (1)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the Companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT
M/s.Rabi Narayan & Associates, Company Secretaries (unique Identification No.S2000TN667800), were appointed
as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act is annexed as 'Annexure V' to this report.
The Secretarial Auditors' Report for the financial year 2023- 24 does not contain any qualification, reservation or adverse remark except those related to delay in filing of certain forms/returns under the Act and delay in disclosures/submissions under Regulation 33 and 34 of SEBI Listing Regulations in respect of which fine was imposed by National Stock Exchange (NSE). The company has filed all applicable forms and returns by paying additional fee wherever applicable and submitted necessary disclosures to NSE and paid the fine imposed in this regard.
INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Act, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Company has a proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's IFC system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by internal audit checks from M/s. K E K AND ASSOCIATES LLP, Chartered Accountants, Chennai (FRN: S000082), as the Internal Auditors of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.
COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) RULES, 2013.
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. All employees (permanent, contractual, temporary and trainees) are covered under this policy.
In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace.
There was no complaint received during the year and no complaint was pending at the beginning or end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report as Annexure I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the
Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company's policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www. krishcastrapping.com/
STATEMENT 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
Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter-alia, the ratio of remuneration of Directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure-III. A statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act, read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. Any member interested in obtaining such information may address their email to cs@krishcastrapping.com.
PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As part of the expansion of the business of the company to overseas market, your company has incorporated a subsidiary viz Krishca Total Packaging Solutions FZCO on August 30, 2023 in UAE and a Wholly Owned Subsidiary Company viz., KRISHCA TOTAL PACKAGING & PRESERVATION SOLUTIONS PTE. LTD in Singapore on October 13, 2023. The said subsidiaries are yet to start its operations.
RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
The Company does not have any Holding as on 31st March 2024. However the Company is having two subsidiary companies viz., Krishca Total Packaging Solutions FZCO &
Krishca Total Packaging & Preservation Solutions Pte. Ltd and the Managing / Whole Time Director has not received any remuneration from the said subsidiaries during the year under review.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2024.
CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Accordingly, the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board as at March 31,2024, company's Board consists of 08 members. Besides the Chairman, who is an Executive Promoter Director, the Board comprises of one Executive Promoter Director (Woman Executive Director), one Executive Director and Two Non-Executive Non-Independent Directors and three Non-Executive Independent Directors. Brief profile of Directors is available at Company's website at https://Krishcastrapping.com. The composition of the consists of a combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising of Independent Directors.
Directors Retiring by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Achaya Kumarasamy (DIN:08308421) and Mr. Lenin Krishnamoorthy Balamanikandan (DIN: 07941696) Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors of the
Company at its meeting held on 31/01/2024 have appointed Mr. Jagajyoti Naskar (DIN:09541125), as Additional Director of the Company w.e.f.01/03/2024. Subsequently, in the meeting held on 27th May 2024, the Board recommended his appointment as a Director in the Company for approval by shareholders of the Company at the ensuing general
S
NO
|
DIRECTOR
|
SALARY & PERQUISITES
|
OTHER
BENEFITS
|
SITTING FEES
|
TOTAL
|
1
|
Mr. Lenin Krishnamoorthy Balamanikandan
|
30,00,000
|
|
NA
|
30,00,000
|
2
|
Mrs. Navaneethakrishnan Saraladevi
|
12,00,000
|
|
NA
|
12,00,000
|
3
|
Mr. Terli Venkata Shivaji
|
22,80,600
|
|
NA
|
22,80,600
|
4
|
Mr. Achaya Kumarasamy
|
NA
|
|
20,000
|
20,000
|
5
|
Mr. Rajinikanth
|
NA
|
|
2,00,000
|
2,00,000
|
6
|
Mr. Vengarai Seshadri Sowrirajan
|
NA
|
|
2,40,000
|
2,40,000
|
7
|
Dr. Tom Antony
|
NA
|
|
2,40,000
|
2,40,000
|
8
|
Mr. Jagajyoti Naskar
|
NA
|
|
NA
|
-
|
9
|
Mrs. Saravanakumar Ramya
|
NA
|
|
NA
|
-
|
meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.
The following are the changes in the Board of Directors/ KMPs of the Company during the year under review:
Name
|
DIN/PAN
|
Particulars
|
Effective Date/period of Appointment
|
Mrs. Saravanakumar Ramya
|
8114077
|
Resigned as Director
|
24-04-2023
|
Mr. Jagajyoti Naskar
|
9541125
|
Appointed as Additional Director
|
01.03.2024
|
NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During the Financial Year 2023-24, the Company held 12 (Twelve) meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 24th April 2023, 5th May, 2023, 15th May, 2023, 22nd May, 2023, 24th May, 2023, 8th June, 2023, 3rd July, 2023, 10th August, 2023, 4th September, 2023, 29th September, 2013, 3rd November, 2023 and 31st January, 2024. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.
The composition of the board and the details of meetings attended by its members are given below:
S
NO
|
DIRECTOR
|
POST HELD
|
NO. OF MEETING ENTITLED
|
NO. OF MEETING ATTENDED
|
1
|
Mr. Lenin Krishnamoorthy Balamanikandan
|
Chairman & Managing Director
|
12
|
12
|
2
|
Mrs. Navaneethakrishnan Saraladevi
|
Whole Time Director
|
12
|
11
|
3
|
Mr. Terli Venkata Shivaji
|
Whole Time Director
|
12
|
12
|
4
|
Mr. Achaya Kumarasamy
|
Non-Executive Non Independent Director
|
12
|
12
|
5
|
Mr. Rajinikanth
|
Independent Director
|
12
|
12
|
6
|
Mr. Vengarai Seshadri Sowrirajan
|
Independent Director
|
12
|
12
|
7
|
Dr. Tom Antony
|
Independent Director
|
12
|
12
|
8
|
Mr. Jagajyoti Naskar*
|
Non-Executive Non Independent Director
|
00
|
00
|
9
|
Mrs. Saravanakumar Ramya**
|
Non-Executive Non Independent Director*
|
01
|
01
|
The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors of the Company other than payment of the sitting fees for attending meetings and commission as specified above. During FY 2023-24, the Company did not advance any loan to any of its Directors. Further, no loans and advances in the nature of loans to firms/ companies in which directors are interested was given by the Company and its subsidiaries.
The Non-Executive Directors including Independent Directors are entitled for sitting fees for attending meetings of the board/ committees thereof. The Company pays sitting fees of Rs.20,000/- per meeting to its Non-Executive Independent Directors for attending the meetings of Board and Committees.
Remuneration of the executive directors consists of a salary and other benefits. The Nomination and Remuneration Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.
* Mr. Jagajyoti Naskar Appointed as Additional Director w.e.f 01.03.2024.
**Mrs. Saravanakumar Ramya, Resigned as Director w.e.f. 24.04.2023.
REMUNERATION PAID TO DIRECTORS DETAILS OF REMUNERATION PAID/TO BE PAID TO DIRECTORS DURING FY 2023-24 IS AS UNDER:
COMMITTEES OF THE BOARD
As on March 31, 2024, the company has five Board level committees:
A) Audit Committee
B) Nomination and Remuneration Committee
C) Risk Management Committee
D) Stakeholders Relationship Committee
E) Corporate Social Responsibility Committee
The composition of various Committees of the Board of Directors is available on the website of the Company.
The composition of the Committee and the details of meetings attended by its members are given below:
|
S
NO
|
DIRECTOR
|
POST HELD
|
NO. OF MEETING ENTITLED
|
NO. OF MEETING ATTENDED
|
1
|
Dr. Tom Antony
|
Chairman
|
01
|
01
|
2
|
Mr. V S Sowrirajan
|
Member
|
01
|
01
|
3
|
Mr. Rajinikanth E S
|
Member
|
01
|
01
|
The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.
AUDIT COMMITTEE
During the Financial Year 2023-24, the Company held 03 (Three) Audit Committee meetings, viz 8th June 2023, 3rd November 2023 and 31st January 2024.
The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members during the financial year 2023-24 are given below:
S
NO
|
DIRECTOR
|
POST HELD
|
NO. OF MEETING ENTITLED
|
NO. OF MEETING ATTENDED
|
1
|
Mr.Rajinikanth E
|
Chairman
|
03
|
03
|
2
|
Dr. Tom Antony
|
Member
|
03
|
03
|
3
|
Mr.V.S.Sowrirajan
|
Member
|
03
|
03
|
All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. NOMINATION AND REMUNERATION COMMITTEE
During the Financial Year 2023-24, the Company held 1 (One) Nomination and Remuneration Committee meeting on 30/01/2024.
The composition of the Committee and the details of meetings attended by its members are given below:
S
NO
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DIRECTOR
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POST HELD
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NO. OF MEETING ENTITLED
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NO. OF MEETING ATTENDED
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1
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Dr. Tom Antony
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Chairman
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01
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01
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2
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Mr. V S Sowrirajan
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Member
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01
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01
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3
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Mr. Rajinikanth E S
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Member
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01
|
01
|
The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of Directors, carries out evaluation of performance of individual Directors, recommends remuneration policy for Directors and Key Managerial Personnel
STAKEHOLDERS' RELATIONSHIP COMMITTEE
During the Financial Year 2023-24, the Company held 1 (One) Stakeholders' Relationship Committee meeting on 28/01/2024.
The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations which includes specifically to look into various aspects of interests of shareholders, debentures holders and other security holders.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the Financial Year 2023-24, the Company held 1 (One) Corporate Social Responsibility Committee meetings, viz 30/01/2024.
The composition of the Committee and the details of meetings attended by its members are given below:
S
NO
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DIRECTOR
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POST HELD
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NO. OF MEETING ENTITLED
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NO. OF MEETING ATTENDED
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1
|
Mr. Rajinikanth E S
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Chairman
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01
|
01
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2
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Mr. V S Sowrirajan
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Member
|
01
|
01
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3
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Dr. Tom Antony
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Member
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01
|
01
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The terms of reference of the CSR Committee includes formulation and recommendation to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;
RISK MANAGEMENT COMMITTEE (RMC)
During the Financial Year 2023-24, the Company held 1 (One) Risk Management Committee meetings, viz 28/03/2024. The composition of the Committee and the details of meeting attended by its members are given below:
S
NO
|
DIRECTOR
|
POST HELD
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NO. OF MEETING ENTITLED
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NO. OF MEETING ATTENDED
|
1
|
Dr. Tom Antony
|
Chairman
|
01
|
01
|
2
|
Mr. Rajinikanth E S
|
Member
|
01
|
01
|
3
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Mr. V S Sowrirajan
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Member
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01
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01
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The terms of reference of the RMC include review and assessment of the risk management system and policy of
i) Performance of Non-Independent Directors and the Board of Directors as a whole;
ii) Performance of the Chairman of the Company taking into consideration the views of Executive and NonExecutive Directors;
iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties
All the Independent Directors were present at the meeting.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS
Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www. krishcastrapping.com
POLICIES OF THE COMPANY
The Company is committed to a good corporate governance and has consistently maintained its organizational
the Company from time to time and recommend for amendment or modification thereof
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.
The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www. krishcastrapping.com
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.krishcastrapping.com
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on March 28, 2024 without the presence of Non-Independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting: culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.krishcastrapping. com.
REGISTRAR AND TRANSFER AGENT (RTA)
During the year as part of listing, the Company appointed Purva Share Registry (India) Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. Details of the RTA are given below
Purva Share Registry (India) Private Limited CIN: U67120MH1993PTC074079 No 9, Shiv Shakti Industrial Estate Mumbai - 400011, Maharashtra, India
LISTING
At present, the equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code-KRISHCA
ISIN: INE0NR701018
POSTAL BALLOT
During the year under review, no resolution was passed through postal ballot.
SCORES
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.
RECONCILIATION OF SHARE CAPITAL AUDIT
Practicing Company Secretary carries out the Reconciliation of Share Capital Audit as mandated by SEBI, and reports
on the reconciliation of total issued and listed Capital with that of total share capital admitted / held in dematerialized form with NSDL and CDSL and those held in physical form. This audit is carried out on quarterly basis and the report thereof is submitted to the Stock Exchanges, where the Company's shares are listed.
CREDIT RATING
There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon
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 ALONG WITH THE REASONS THEREOF.
During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.
GREEN INITIATIVES
In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 7th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company's website at https:// krishcastrapping.com
WEBSITE
The Company's website https://www.krishcastrapping.com contains a separate section 'Investors' for use of investors.
CODE FOR PREVENTION OF INSIDER-TRADING
In accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has in place the following:-
a) Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).
b) Policy for determination of "legitimate purposes" forms part of this Code.
c) Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI
All compliances relating to Code of Conduct for Prevention of Insider Trading are being managed through a software installed by the Company in-house. This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.
CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.krishcastrapping.com. All Board members and senior management personnel affirm compliance with the Code of Conduct annually. A declaration signed by the Managing Director and Chief Executive Officer (CEO) to this effect is annexed as Annexure VI to this report.
INVESTOR GRIEVANCE REDRESSAL
During the financial year 2023-24, there were no complaints received from the investors. The designated email id for Investor complaint is cs@krishcastrapping.com.
BUSINESS LOCATIONS
As on March 31,2024, the company has its place of business (Factory Unit) in the following location; THIRUVALLUR, TAMILNADU Building 1B, LOGOS Mappedu Logistics Park, Satharai Village, Thiruvallur-631203, Tamilnadu, India.
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCEMs. Diya Venkatesan, Company Secretary & Compliance Officer
Registered Office: Building 01B, Logos Mappedu Logistics Park, Satharai Village, Thiruvallur Taluk,
Thiruvallur, Thiruvallur, Tamil Nadu, India, 631203 Contact No. 91 90945 75275, email: cs@krishcastrapping.com
SCORES
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.
RECONCILIATION OF SHARE CAPITAL AUDIT
Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile : vide SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.
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 ALONG WITH THE REASONS THEREOF
During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.
GREEN INITIATIVES
In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 8th Annual General Meeting of the Company along with a copy of the Annual
Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company's website at https://www.krishcastrapping.com.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.
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