Navin Agro Industries Ltd
(CIN: L15431WB1979PLC032425)
Navin Agro Industries Limited ("the Company"), is a Public Limited company incorporated in Kolkata, under the Companies Act, 1956. The company operates as an Investment & Finance Company and is registered as a Non-Banking Financial (Non-Deposit Accepting) Company with the Reserve Bank of India vide Registration no.: B-05.01303 dated 29.03.2001. The Company is a Non-Systemically Important Non-Deposit taking Non Banking Financial Company. Based on the Scale based regulations (SBR) circular issued by RBI on October 22, 2021, the company falls under the category of NBFC - Base Layer (NBFC-BL).
Schedule IV to the Companies Act, 2013 provides for the ‘Code for Independent Directors’. The appointment process of Independent Directors is independent of the company management. During the selection process, the Board ensures that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.
The appointment of Independent Director(s) of the Company is approved at the meeting of the shareholders. The Board always ensures that the Independent Director proposed to be appointed fulfils the conditions specified in the Act and the Rules made thereunder and that the proposed director is independent of the management and a statement to that effect is included in the explanatory statement attached to the notice of the meeting.
The terms and conditions for the appointment of the Independent Director are enumerated below:
Appointment
The appointment is for a term of 5 (five) years commencing from the date of appointment and ending 31st March, 2020 on 28th Annual General Meeting of the Company following the date of appointment and shall not be liable to retirement by rotation. Unless the appointment is renewed on or prior to the Termination Date, the appointment shall come to an end on the Termination Date. The appointment is as per the Company’s Articles of Association.
Notwithstanding the other provisions of the terms and conditions of the appointment of the Independent Director, the appointment may be terminated with or without cause at any time by the Company with immediate effect, in accordance with the Companies Act, 2013 and Rule and Regulations made thereunder and the Company’s Articles of Association or, as applicable, or upon the resignation of the Independent Director, or the Board of Directors (excluding the concerned Independent Director) is of opinion that the continued appointment is not in the interest of the Company. Upon such termination or resignation of the appointment for any reason, the Independent Director shall not be entitled to any damages for loss of office and no fee will be payable in respect of any unexpired portion of the term of the appointment or any damages whatsoever. Upon such termination or resignation, the Independent Director will have to undertake to sign all appropriate paperwork that the Company may require.
During the term of the appointment, the Independent Director may be asked to serve on one or more of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Share Transfer Committee or such committee of the Board of the Directors from time to time and copies of the terms of Reference for each of those committees will be provided to him.
If circumstances change, and the Independent Director believes that his independence may be in doubt, he should discuss this with the Chairman of the Company as soon as possible.
Time Commitment
By accepting the appointment, the Independent Director confirms that he is able to allocate sufficient time to perform his role as an Independent Director of the Company.
In terms of the Companies Act, 2013, he will have to attend at least one Board Meeting during every Financial Year in-person. Also, he will strive to attend the Board / its committees’ calls whenever scheduled as per the best convenience of all the attendees.
Role and responsibility
As an Independent Director, he will be bound by the Code for Independent Directors as mentioned under Schedule IV to the Companies Act, 2013.
As an Independent Director, he has the same general legal responsibilities to the Company as any other Director including all fiduciary duties, responsibilities, statutory obligations and liabilities of directors prescribed in law including the Companies Act, 2013.
The Board as such is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. The brief description of the terms of reference of the Board of Directors are as follows:
To manage and direct the business and affairs of the Company;
To manage, subject to the Articles of Association of the Company, its own affairs, including planning its composition, selecting its Chairman, appointing Committees, establishing the terms of reference and duties of Committees and determining Directors’ compensation;
To act honestly and in good faith in the best interests and objects of the Company, its employees, its shareholders, the community and for protection of environment;
To exercise due care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and shall also exercise independent judgment;
To participate directly or through its Committees, in developing and approving the mission of the business, its objectives and goals and the strategy for their achievement;
To ensure congruence between shareholders’ expectations, Company’s goals, objectives and management performance;
To monitor the Company’s progress towards its goals and to revise and alter its direction in light of changing circumstances;
To approve and monitor compliance with all significant policies and procedures by which the Company is operated;
To ensure that the Company operates at all times within applicable laws and regulations and ethical and moral standards;
To ensure that the performance of the Company is adequately reported to shareholders, other stakeholders and regulators on a timely and regular basis;
To ensure that the audited annual financial statements are reported fairly and in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India;
To ensure that any developments that have a significant and material impact on the Company are reported from time to time to the concerned authorities;
Not to involve in a situation which may have a direct or indirect interest that conflicts, or possibly may conflict with the interest of the Company;
Not to achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company;
Not to assign his office and any assignment so made shall be void; and
To act in accordance with the laws and regulations of the country and the Memorandum and Articles of Association of the Company.
In addition to the above responsibilities, the role of the Independent Directors shall also have the following key elements:
Strategy and Business Development: The Independent Director should constructively challenge and contribute to the overall strategy and to the business development initiatives of the Company by getting actively engaged with the Company in making introductions to potential clients in the key service areas of the Company;
Performance: The Independent Director should scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; and
Risk: The Independent Director should satisfy himself that financial information is accurate and that financial controls and systems of risk management are robust and defensible.
Other obligations and compliances
The Independent Director will be required to execute / confirm with respect to the following documentation on a periodic basis:
Confirmation that he is not disqualified to act as a Director of the Company in terms of the Companies Act, 2013.
Declaration of Independence in terms of the Companies Act, 2013
Disclosures under the Company Code for Prevention of Insider Trading
Code of Conduct for Directors of the Company
Code of Conduct for Independent Directors as per Schedule IV of the Companies Act, 2013
Disclosure of change in interest in companies where he is appointed / ceased as a Director or Key Managerial Personnel
Confirmation that his directorships in companies do not conflict with the interest of the Company.
Remuneration
The Company pays sitting fee of Rs. 4,000 (Rupees Four Thousand only) for attending each Board Meeting and Audit Committee Meeting for attending the same in-person. Attendance through video-conferencing or by other audio visual means in terms of the Companies Act, 2013 and the Rules made thereunder is also considered as valid presence and qualifies for the payment of above sitting fees.
The remuneration described above is the gross amount payable per financial year, which is subject to deductions of applicable taxes and any other deductions required, if any by any applicable laws. The Independent Director shall be responsible for the personal taxation. However, the Company will assist him in tax filings if any and compliance requirements in India.
If the term comes to an end or due to resignation or termination; any amounts due shall be paid on a pro-rata basis.
Expenses
In addition to the compensation described in above, the Company will reimburse the official travel expenses, hotel expenses, and all other reasonable out of pocket expenses borne by the Independent Director for participating in Board and other Committee meetings and other Business meetings.
Other directorships and Business Interests
The Company acknowledges that Independent Director may have business interests in other companies. In the event that he becomes aware of any potential conflicts of interests, these should be disclosed to the Chairman and Company Secretary as soon as they become apparent.
During the appointment, he should consult with the Chairman prior to accepting any such other (or further) directorships of Indian companies or any major external appointments which may affect his interest in the Company.
Code of Conduct
During the period of the appointment, the Independent Director will be bound by the Company Code of Directors and such other codes of conduct under applicable laws including the Companies Act, 2013 and the Securities and Exchange Board of India Act, 1992.
Confidentiality and Non-Disclosure
The Independent Director must apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the appointment or at any time after its termination) any confidential information concerning the Company and any Group Companies (including wholly owned subsidiaries) with which he comes into contact by virtue of his position as an Independent Director of the Company.
Any information concerning the Company’s business, its customers, suppliers, etc. which is not in public domain and to which all employees do not have access, should be considered confidential for the purpose and should be held in confidence, unless authorised to do so and when disclosure is required as a requirement of law.
The attention is drawn to the requirements under Indian regulations as to the disclosure of price sensitive information. The Independent Director shall not provide any information either formally or informally, to the press or any other publicity media without prior written clearance from the Chairman or Company Secretary.
The examples of confidential information are, but not limited to the following:
Business plan, annual operations plan
Software developed / under development
Technical information about software and computer systems
Performance against target
Costing, pricing, profitability, financial budget and related issues
Fees / stipend, evaluations, recommendations etc. related to any of the employees of the Company
Sales commission, third party commission and about reference agents
Details of past, present and future contracts and proposals Information about suppliers and/or customers Communication facilities and equipment Proposed ventures and corporate plans.
Technical marketing and financial strategies of the Company and/or its customers
Core competencies and activities of the Company and/or its customers
Any other information, which is likely to be crucial for the business operations
On termination of the Appointment, the Independent Director will deliver to the Company all books, documents, papers, and other property of or relating to business of the company or any Group Company which are in their possession, custody or power by virtue of their position as an Independent Director of the Company. The Company will arrange the disposal of papers that he no longer requires.
If there is a breach or threatened breach of the provisions of Confidentiality, the Company shall be entitled to injunctive relief.
Liability
An Independent Director will be liable only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board process, and with his consent or connivance or where he had not acted diligently.
Review Process
The performance of individual Directors and the whole Board and its committees is evaluated annually. The Independent Director will have to make himself available for carrying out the annual / periodic performance review of himself and the Board committees where he is a part thereof for review purpose. Independent Director has to further confirm that he will extend his contribution to review of the Board of Directors individually as well as for its various committees on behalf of / as desired by the Board of Directors on an annual / periodic time frame.
If, in the interim, there are any matters which cause an Independent Director concern about his role, he can discuss them with the Chairman as soon as it is appropriate.
Ridhi Jain, CS
Raghvendra Dube
Ramji Mishra
Santosh Mishra
Dhiraj Dube, CFO
Introduction
It is believed that it is primary duty of the Board of directors to ensure that the Company adheres to all the standards of good corporate governance and it is practiced in its true spirit. It is said that Charity begins at home, hence all good governance practices start from the Board and ends at the Board. Good Corporate Governance is aimed to promote and enrich the level of honesty and integrity at all levels of Company Management. It is also aimed to discourage any kinds of fraud, irregularity and malpractices in decision making process and its implementation.
The Company - M/s. Navin Agro Industries Limited is committed to respect the above stated belief and to follow all good standards which lead to value creation and value addition for all stake holders and we shall ensure that good governance results into well being of all stake holders.
Code of Conduct for Members of the Board and Senior Management
To Comply the SEBI (Prohibition of Insider Trading) Regulations, 2015 in its letter and spirit and to promote good corporate governance in line with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), this Code of Conduct is framed which shall be known as Code of Conduct and Ethics ("the Code") for directors and senior officers as defined herein under.
This Code is intended to focus on all the Board members and senior officers on areas of ethics, integrity and honesty, providing guidance to help them recognize and deal with ethical issues, mechanism to report unethical / dishonest conducts and foster a culture of honesty, integrity and accountability.
Applicability of the Code
This is a comprehensive code and applies primarily to all the Board Members and Senior Officers. Senior Officers means the members of Core Management Team, if any framed by the Company, and includes all employees one level below the Board including functional head of each department and unit. When context requires it shall also be applicable to other officers and employees of the Company. However, the provisions shall apply to Executive and Non-executive directors including Independent directors only to such extent as may be applicable depending on their respective roles and responsibilities.
Conflicts of Interest
The Board Members and Senior Officers as well as employees shall always act in the interest of the Company and shall ensure that their personal interest is not in conflict with the interest of the Company. They shall ensure that any business or personal association which they may have does not involve a conflict of interest, actual or potential, with the operations of the Company and his / her roles therein. To the extent possible they shall not enter into a transaction, either directly or indirectly, which amounts to related party transactions under the Companies Act, 2013 and provisions of SEBI LODR. However when any such transaction is entered into on the footing that it is for the benefit of the Company or otherwise it is necessary to enter into such transactions, no such transaction shall be entered without complying with all the procedure prescribed under the Companies Act, 2013 & SEBI LODR and without disclosing interest including nature of interest and they shall not participate in that decision making process. A conflict of interest, actual or potential, may arise where, directly or indirectly:
an employee of a company engages in a business, relationship or activity with anyone who is party to a transaction with his / her Company.
an employee is in a position to derive an improper benefit, personally or to any of his/her relatives, by making or influencing decisions relating to any transaction.
a judgment of the Company's best interest cannot be exercised.
The main areas of such actual or potential conflicts of interest shall include the following:
an employee or a director of a Company conducting business on behalf of his / her Company or being in a position to influence a decision with regard to his / her Company's business with a supplier or customer where his / her relative is a principal officer or representative, resulting in a benefit to him / her or his / her relative.
award of benefits such as increase in salary or other remuneration, posting, promotion or recruitment of a relative of an employee of a Company, where such an individual is in a position to influence decisions with regard to such benefits.
the interest of the Company or the Group can be compromised or defeated.
Fair Dealing
Employees and directors should deal fairly with the customers, suppliers, competitors and employees of the Group Companies. They should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential, proprietary or trade secret information, misrepresentation of material facts or any other unfair dealing practices.
Accounting and Financial Reporting
All the books of accounts shall be prepared and maintained fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the Company conducts its business affairs.
The accounting procedures shall fairly and accurately reflect all the Company's business transactions and disposition of assets. All required information shall be accessible to the Company's Auditors and other authorized persons and Government Agencies.
All the directors and employees shall ensure that the Company's information furnished to the Government Departments / Authorities, Financial Institutions and Banks is authentic and accurate.
The Company shall comply all the provisions relating to Disclosure as stated in the SEBI LODR.
Attendance and Participation in Board Meeting
Every Director:
shall make reasonable efforts to attend Board and Committee meetings regularly.
shall apply independent and open mind in various discussion at Board or Committee meetings.
shall share his knowledge and experience on all the agenda during the meeting proceedings.
Corporate Business Opportunities
In carrying out their duties and responsibilities, employees and directors are prohibited from:
exploiting for their personal gain opportunities that are discovered through the use of Company property, Company information or position as a director, unless the opportunity is disclosed fully in writing to the Company's Board of directors and the Board declines to pursue such opportunity.
using the Company's property or information for personal gain.
competing with the Company.
Protection and Proper use of Company's Assets
The assets of the Company shall not be misused; they shall be employed primarily and judiciously for the purpose of conducting the business for which they are duly authorised. These include tangible assets such as equipment and machinery, systems, facilities, materials and resources, as well as intangible assets such as information technology and systems, proprietary information, intellectual property, and relationships with customers and suppliers.
Confidential Information
Employees and directors should maintain the confidentiality of confidential information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is already in the public domain. Confidential information includes all non public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The Company's confidential information shall not be inappropriately disclosed or used for the personal gain or advantage of anyone other than the Company. These obligations apply while employed or serving as a director of the Company even after employment or the director's term with the Company ends.
The Board is committed to ensure that the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 are complied in its true spirit.
Compliance with Laws and Regulations
In carrying out their duties and responsibilities, directors and employees must comply with applicable laws, rules and regulations. In addition, if any director or employee becomes aware of any information that he or she believes constitutes evidence of a violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or director, then such employee or director should bring such information to the attention of the Chairman of the Board or such other person as designated in this regard.
The Company holds information and training sessions to promote compliance with applicable laws, rules and regulations, including insider trading laws and it is the responsibility of each director and employee to attend such training sessions.
Encouraging the Reporting of any Illegal or Unethical Behavior
Directors should promote ethical behavior and take steps to ensure that the Company:
encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in particular situation.
encourages employees to report violations of laws, rules, regulations or the Company's Code of Conduct to the appropriate personnel.
informs employees that the company will not allow retaliation for reports made in good faith
The confidentiality of those reporting violations shall be protected and they shall not be subject to any discriminatory practices.
Compliance Standards
All suspected violations of this Code shall be promptly reported to the Board and such violations are subject to investigation by the board or any committee / or any person(s) so designated by the board. Violations will be investigated by the board or any such designated persons / committee and appropriate action will be taken in the event of any such violations.
All directors should inform the Company immediately about the emergence of any situation which may disqualify them from continuing as director.
It shall be the endeavor of every director to attend as far as possible and actively participate in meetings of the Board and Committees thereof of which they are members.
Amendment, Modification & Waivers
Any amendment to this Code must be approved by the Board of directors and publicly disclosed as required by any applicable law or regulation.
Any waiver of this Code for the benefit of any employees, officer or director of the Company may be made only by the Company's Board of directors and shall be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the Company's securities are listed or traded.
Vigil Mechanism / Whistle Blower Policy
1. PREAMBLE:
Section 177 of the Companies Act, 2013, requires every listed Company to establish a vigil mechanism for the Directors and Employees to report genuine concerns in such manner as may be prescribed. The Company has adopted a Code of Conduct for Directors and Senior Management Executives (“the Code”), which lays down the principles and standards that should govern their actions. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company and should be brought to the attention of the concerned. A vigil mechanism shall provide for adequate safeguards against victimisation of persons who can also use such mechanism for reporting genuine concerns including above. It also make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides for a requirement for all listed Companies to establish a mechanism called Vigil Mechanism and frame a policy called Whistle Blower Policy for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct.
Under these circumstances, the Company being a listed Company proposes to establish a Vigil Mechanism/Whistle Blower Policy and to formulate a policy for the same.
2. DEFINITIONS:
a. “Alleged wrongful conduct” shall mean violation of law, infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.
b. “Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance with guidelines of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013.
c. “Board” means the Board of Directors of the Company.
d. “Code” means Code of Conduct for Directors and Senior Executives including Key Managerial Personnel of the Company.
e. “Employee” means all present employees including Whole-time Directors of the Company (whether working in India or abroad).
f. “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 and unethical or improper activity under the title “SCOPE” with respect to the Company. It should be factual and not speculative or in 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.
g. “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.
h. “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.
i. “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.
3. POLICY OBJECTIVES:
The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
The Company is committed to adhere 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 unfair treatment.
A Vigil (Whistle Blower) Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/Whole-time Director/Chairman of Audit Committee in exceptional cases.
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 about a personal situation.
4. THE GUIDING PRINCIPLES:
To ensure that this policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:
- Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimised for doing so;
- Treat victimisation as a serious matter including initiating disciplinary action on such person(s);
- Ensure complete confidentiality;
- Not attempt to conceal evidence of the Protected Disclosure;
- Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made;
- Provide an opportunity of being heard to the persons involved especially to the subject;
5. SCOPE:
The Policy covers malpractices and events which have taken place/suspected to take place involving:
i. Abuse of authority;
ii. Breach of contract;
iii. Negligence causing substantial and specific danger to public health and safety with mala fide intention;
iv. Financial irregularities, including fraud, or suspected fraud;
v. Criminal Offence;
vi. Pilferage of confidential/propriety information;
vii. Wilful wastage/misappropriation of company funds/assets.
6. DISQUALIFICATIONS:
While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
Protection under this policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention;
Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious shall be liable to be punished as per the management decision [Refer Para 10(d) of this policy]
7. ELIGIBLITY:
All employees of the Company including Directors are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.
8. RECEIPT AND DISPOSAL OF PROECTED DISCLOSURES:
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.
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”. 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 acknowledgment to the complainant 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.
Anonymous/Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer.
The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer/Chairman of the Audit Committee/Whole-time Director/Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee or to the Chairman of the Company. For the purpose of Protected Disclosure, Chairman of the Audit Committee to be treated as Vigilance and Ethics Officer.
Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the Whole-time Director of the Company. The contact details of the Vigilance and Ethics Officer and the Chairman of the Company is as under:
<To be updated>
On receipt of the protected disclosure the Vigilance and Ethics Officer/Chairman of Audit Committee/Whole-time Director of the Company, 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 Audit Committee, if deems fit, may call for further information or particulars from the Complainant.
9. INVESTIGATION
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.
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.
Subjects(s) shall have a duty to co-operate with the Audit Committee or any other Officers appointed by it in this regard.
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).
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.
10. DECISION AND REPORTING
a. If an investigation leads the Vigilance and Ethics Officer/Chairman of the Audit Committee/Whole-time Director of the Company to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer/Chairman of the Audit Committee/Whole-time Director of the Company shall recommend to the Board of Directors 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;
b. 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;
c. In case the Subject is the Chairman of the Company, the Chairman of Audit Committee after examining the Protected Disclosures shall forward it to other members of the Audit Committee, if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure;
d. 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 Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures, practices and policies of the Company.
11. SECRECY/CONFIDENTIALITY
The Complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall:
i. Maintain confidentiality of all matters under this policy;
ii. Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
12. CONFIDENTIALITY & PROTECTION
No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this policy. Protection will be given to Whistle Blowers against retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal or promotion. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under the law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority.
13. COMMUNICATION
The Company’s Whistle Blower Policy shall be posted on the website of the Company.
14. RETENTION OF DOCUMENTS
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.
15. ADMINISTRATION AND REVIEW OF THE POLICY
The Board of Directors shall be responsible for the administration, interpretation, application and review of this policy. The Board also shall be empowered to bring about necessary changes to this policy, if required at any stage with the concurrence of the Audit Committee.
16. AMENDMENT
The Company reserves its 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
Related party transactions, if any, that were entered during the financial year were on arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions which were in conflict of the Company.
Contact: navinagroind@gmail.com
Raghavendra Dube
navinagroind@gmail.com
207, Maharshi Debendra Road, 4th Floor
Kolkata, WB - 700007, IN
Ridhi Jain
1.Objective:
The objective of the Policy is to ensure timely and adequate disclosure of material events and price sensitive information under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 by Uniworth Textiles Limited (“the Company”).
2. Scope
Information relating to material events and which is price sensitive in nature, shall be promptly disseminated to the Stock Exchanges. For this purpose, material event means any information which relates to a Company and which, if published is likely to materially affect the price of shares of the Company.
As per the present Regulation 30, the Company shall disclose to the Stock Exchanges where it is Listed, the following types of material events:
a. Events such as strikes, lock-outs, closure on account of power cuts, etc.
b. Change in the general character or nature of business
c. Disruption of operations due to natural calamity
d. Commencement of Commercial Production / Commercial Operations.
e. Developments with respect to pricing / realization arising out of change in regulatory framework.
f. Litigation /dispute with a material impact.
g. Revision in Ratings
h. Any other information having bearing on the operations / performance of the Listed Equity as well as Price Sensitive Information, such as :-
1. Periodical Financial Results of the Company
2. Intended declaration of Dividend (both Interim and final)
3. Issue of Securities, forfeiture or buy back of Securities
4. Any major expansion or execution of new projects
5. Amalgamation, Mergers or Takeovers
6. Disposal of the whole or substantial part of the undertaking
7. Change in Directors, Key Managerial Personnels, Auditors
8. Fraud/Default by promoters or Key Managerial Personnels
9. Amendment in Memorandum and Articles of Association
10. Corporate debt restructure
11. Reference to BIFR and winding up petition
12. Issue of Notice, Call letters etc. to Shareholders
13. Proceeding of Annual General and Extra Ordinary General Meeting
14. Any Agreements with media Companies
15. Action pursuant to regulatory/statutory amendment that is material to the operation of the Company
16. Details of litigation/disputes/agreements that have a material impact on the functioning of the Company
3. Prompt Disclosure of material events and Price Sensitive Information:
Information of material events and Price sensitive information shall be given by the Company to Stock Exchanges and disseminated on a continuous and immediate basis, so that present and potential investors are able to take informed decision with respect to their investment in the Company.
4.Authorisation for disclosures:
4.1 The Key Managerial Personnel (KMP) are authorized to determine the materiality of an event and to decide:
The event that qualifies for disclosure as per Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
The appropriate time at which such disclosure is to be filed with the Exchange.
The details the may be filed in the best interest of present and potential investors.
4.2 All such disclosures shall be signed by the Executive Director or Chief Financial Officer or Company Secretary or in absence of them by a Director duly authorised by the Board.
5. Posting of information on Corporate website:
Such aforesaid information shall also be posted on the Corporate website and shall be hosted for 5 years.
Details of requirements mentioned in Regulation 46(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”):
Details for the company business
Company is carrying on the business of a Non-Banking Financial Company (NBFC) engaged in providing business loans, including secured and unsecured credit facilities to individuals, MSMEs, and corporate entities, subject to applicable laws and regulations.
Memorandum of Association and Articles of Association
Composition of Board of Directors
The composition of the Board of Directors of the company is governed by the provisions of the Companies Act, 2013, the Banking Regulation Act, 1949, applicable regulations, guidelines, circulars issued by the Reserve Bank of India, and the listing requirements of the Indian Stock Exchanges where the securities issued by the company are listed. The composition of the Board is as follows:
S. No. Name of Director Designation
1. Raghavendra Dube Director
2. Ramji Mishra Director
3. Santosh Mishra Director
4. Dheeraj Dube CFO
Composition of the Committees of the Board
Composition of Committees of Directors: The Board has constituted various Committees of Directors to take informed decisions in the best interests of the Company. These Committees monitor the activities falling within their respective terms of reference. The Board’s Committees are as follows:
Audit Committee of the Board:
S. No. Name of Director Designation
1. Santosh Mishra Chairperson
2. Raghavendra Dube Member
3. Ramji Mishra Member
Nomination and Remuneration Committee:
S. No. Name of Director Designation
1. Santosh Mishra Chairperson
2. Raghavendra Dube Member
3. Ramji Mishra Member
Stakeholders Relationship Committee:
S. No. Name of Director Designation
1. Raghavendra Dube Chairperson
2. Santosh Mishra Member
3. Ramji Mishra Member
Management and Finance Committee:
S. No. Name of Director Designation
1. Santosh Mishra Chairperson
2. Raghavendra Dube Member
3. Ramji Mishra Member
Policy on dealing with related party transactions
POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS (RPT POLICY)
1. Objective
This Policy is framed to ensure that all Related Party Transactions (RPTs) are:
· Conducted in a transparent and ethical manner
· At arm’s length basis and in the ordinary course of business
· In compliance with applicable laws and regulations
2. Definitions
· Related Party: As defined under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of SEBI (LODR).
· Related Party Transaction (RPT): Transfer of resources, services, or obligations between the Company and a related party.
· Arm’s Length Transaction: Transaction conducted as if between unrelated parties.
· Material RPT: As per SEBI (LODR), typically exceeding prescribed thresholds (e.g., 10% of annual consolidated turnover or as amended).
3. Policy Applicability
This Policy applies to:
· All Directors and Key Managerial Personnel (KMP)
· All departments initiating or approving transactions with related parties
4. Identification of Related Parties
· The Company shall maintain an updated list of related parties based on disclosures from Directors/KMP and applicable records.
· Periodic declarations shall be obtained.
5. Approval Mechanism
A. Audit Committee Approval
· All RPTs require prior approval of the Audit Committee.
· Omnibus approval may be granted for repetitive transactions subject to conditions.
B. Board Approval
· Required where transactions are not in the ordinary course of business or not at arm’s length.
C. Shareholders’ Approval
· Required for Material RPTs and certain transactions under the Companies Act.
· Related parties shall abstain from voting.
6. Review of Transactions
The Audit Committee shall review:
· Justification and business purpose
· Arm’s length nature
· Pricing and terms
· Compliance with laws
7. Omnibus Approval
The Audit Committee may grant omnibus approval subject to:
· Maximum value limits
· Validity period (generally up to one financial year)
· Periodic review of such transactions
8. Disclosure Requirements
· Disclosure in Board’s Report as per Companies Act
· Disclosure to Stock Exchanges as per SEBI (LODR)
· Disclosure in financial statements (Ind AS 24)
· Half-yearly disclosure of RPTs to stock exchanges
9. Transactions Not Requiring Approval
· Transactions in ordinary course and at arm’s length (for Board approval exemption)
· Certain exemptions as per SEBI/Companies Act (e.g., transactions between wholly owned subsidiaries under specific conditions)
10. Related Party Transactions Not at Arm’s Length
· Must be specifically approved by the Board and/or shareholders
· Justification and valuation to be documented
11. Record Keeping
· Maintain register of contracts under Section 189
· Proper documentation and audit trail of approvals
12. Policy on Material Modifications
· Any material modification to an approved RPT requires fresh approval from the Audit Committee and/or shareholders.
13. Monitoring and Reporting
· Internal audit shall periodically review RPTs
· Audit Committee to monitor compliance
14. Non-Compliance
· Any violation shall be reported to the Board
· May result in disciplinary action
15. Amendments
· The Policy may be amended in line with regulatory changes or Board/Audit Committee recommendations
Shareholding Patterns
Secretarial Compliance Report FY 2024-25
Secretarial Compliance Report FY 2023-24
Secretarial Compliance Report FY 2022-23
Secretarial Compliance Report FY 2021-22
Contact Us:
207, Maharshi Debendra Road, 4th Floor, Kolkata, WB 700007 IN
navinagroind@gmail.com