Policies

 

POLICY FOR INTIMATION THE BOARD ABOUT RISK ASSESSMENT AND MINIMIZATION
RISK ASSESSMENT AND MINIMIZATION

  1. Preamble And Objective:

 

The Board of Directors of the Stove Kraft Limited (the “Company”) in pursuance of Regulation 17(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and other applicable provisions (including any statutory enactments / amendments thereof), adopted the policy for risk assessment and minimization procedures vide its Board meeting held on [●], 2018.

 

  1. Effective Date:

 

The Policy shall be effective from the date of commencement of trading in Company’s shares at the BSE Limited and the National Stock Exchange of India Limited.

 

  1. Risk Policy and Procedures:

 

Risk management is attempting to identify and then manage threats that could severely impact or bring down the organization. Generally, this involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats.

As per the provisions of the Listing Regulations, a listed company shall lay down procedures to inform Board members about the risk assessment and minimization procedures.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are; regulations, competition, business environment, technology, investments, retention of talent and expansion of facilities. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

The board of the company shall form a subcommittee, which in turn monitors the risk management policy mentioned in the document from time to time and take necessary actions if required.

 

  1. Risk Management Framework:

 

We adopt systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. We believe that this would ensure mitigating steps proactively and help achieve stated objectives. The entity’s objectives can be viewed in the context of four categories- (1) Strategic, (2) Operations, (3) Reporting and (4) Compliance. We consider activities at all levels of the organization, viz. (1) Enterprise level, (2) Division level, (3) Business Unit level and (4) Subsidiary level, in our risk management framework. These eight components are interrelated and drive the Enterprise Wide Risk Management with focus on three key elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

  1. Risk Assessment:

 

To meet the stated objectives, it is imperative to make effective strategies for exploiting opportunities and as a part of this the Company has identified key risks and developed plans for managing the same.

Organizational Objectives:

Strategic

  1. Organizational growth.
  2. Comprehensive range of products.
  3. Sustenance and growth of strong relationships with customers.
  4. Expanding presence in existing markets and penetrating new geographic markets.
  5. Continuing to enhance industry expertise.
  6. Enhancing capabilities through technology alliances and in house technology developments.

Operations -

  1. Consistent revenue growth.
  2. Consistent profitability.
  3. High quality productivity.
  4. Developing culture of innovation.
  5. Attracting and retaining human talent and augmenting their training.

Reporting-

  1. Maintaining high standards of Corporate Governance and public disclosure.

Compliance-

  1.  Ensuring stricter adherence to policies, procedures and laws / rules / regulations / standards.
  1. Risk Management and Risk Monitoring:

 

In principle, risks always result as consequence of activities or as consequence of non-activities. Risk Management and Risk Monitoring are important in recognizing and controlling risks.

  1. Risks specific to the Company and the mitigation measures adopted:

 

  1. Business dynamics - Variance in the demand and supply of the product in various areas. Based on experience gained from the past, the Company is able to predict the demand during a particular period and accordingly supply is planned and adjusted.
  2. Business Operations Risks - These risks relate broadly to the company’s organization and management, such as planning, monitoring and reporting systems in the day-to-day management process namely –
  • Organisation and management risks,
  • Production, process and productivity risks,
  • Business interruption risks,
  • Profitability risks

Risk mitigation measures

 

The Company functions under a well-defined organization structure.

  • Flow of information is well defined to avoid any conflict or communication gap between two or more Departments.
  • Second level positions are created in each Department to continue the work without any   interruption in case of non-availability of functional heads.
  • Sufficient stock of raw materials is kept to ensure continuous production.
  • Effective steps are being taken to reduce cost of production.
  • Back-up Captive power generating capacity for uninterrupted production
  • Strong HR Department to maintain excellent and cordial relations at all levels of employment.
  1.  Liquidity Risks –
  • Financial Solvency and liquidity risks
  • Borrowing limits
  • Cash management risks

Risk mitigation measures –

  • Proper financial planning is put in place.
  • Annual and Quarterly Budgets and Variance Analyses are prepared to have better financial planning.
  • Daily, monthly cash flows are prepared.
  • Cash management services are availed from Bank to avoid any loss of interest on collections. Exposure to Foreign Exchange transactions are supported by LCs and Bank Guarantee and suitable hedging policy.
  1. Credit Risks –
  • Risks in settlement of dues by clients
  • Provision for bad and doubtful debts

Risk mitigation measures –

  • Systems put in place for assessment of creditworthiness of Customers.
  • Provision for bad and doubtful debts made to arrive at correct financial position of the Company.
  • Appropriate recovery management and follow up.
  1. Logistic Risks –

Use of outside transport services

Risk mitigation measures –

  • Sourcing committed and dedicated service providers.
  • Exploring possibility of an in-house logistic mechanism if the situation demands
  • Possibilities to optimize the operations, by having a combination of transportation through road / rail and sea / air are explored.
  • Comprehensive transit risk insurance coverage for all incoming and outgoing goods across the organization
  1. Market Risks / Industry Risks –
  • Demand and Supply Risks
  • Quantities, Qualities, Suppliers, lead time, interest rate risks
  • Raw material rates
  • Interruption in the supply of Raw material

Risk mitigation measures –

  • Raw materials are procured from different sources at competitive prices.
  • Alternative sources are developed for uninterrupted supply of raw materials
  • Demand and supply are external factors on which company has no control, but however the Company plans its production and sales from the experience gained in the past.
  • The Company tries to reduce the gap between demand and supply.
  • Proper inventory control systems have been put in place.
  1. Human Resource Risks –
  • Employee Turnover Risks, involving replacement risks, training risks, skill risks, etc.
  • Unrest Risks due to Strikes and Lockouts

 

Risk mitigation measures

  • Company has proper recruitment policy for recruitment of personnel at various level in the organization.
  • Proper appraisal system to give yearly increment is in place.
  • Employees are trained at regular intervals to upgrade their skills.
  • Labour problems are obviated by negotiations and conciliation.
  • Activities relating to the Welfare of employees are undertaken.

 

  1. Disaster Risks –

Natural risks like fire, Floods, Earthquakes, etc.

Risk mitigation measures –

  • The property of the company is insured against natural risks, like fire, flood, earthquakes, etc.
  • Fire Hydrants have been installed at all manufacturing locations. Other apparatus like extinguishers filled with chemical, foam etc. have been placed at fire sensitive locations and regular fire safety drills are carried out.
  • First aid training is given to watch and ward staff and safety personnel.
  • Workmen of the company are covered under ESI, EPF, etc., to serve the welfare of the workmen.
  • Engaging professional Risks Assessing Advisors who conduct periodical audit / review and suggest risks improvement measures from time to time
  1. System Risks –

System capability System reliability Data integrity risks Coordinating and interfacing risks

Risk mitigation measures –

  • Systems Administrator monitors and upgrades the systems on a continuous basis.
  • Password protection is provided at different levels to ensure data integrity.
  • Licensed software is being used in the systems.
  • The Company ensures “Data Security”, by having access control / restrictions.
  1. Legal Risks:

These risks relate to the following –

  • Contract Risks, Contractual Liability, Frauds, Judicial Risks Insurance Risks, Patent, Design and Copyright Infringement Risks.
  • Legal risk is the risk in which the Company is exposed to legal action.
  • As the Company is governed by various laws and the Company has to do its business within four walls of law, where the Company is exposed to legal risk exposure.
  • The Company engages professionals, advisors who focus on evaluating the risks involved in a contract, ascertaining our responsibilities under the applicable law of the contract, restricting our liabilities under the contract, and covering the risks involved, to meet the general and specific requirements so that they can ensure adherence to all contractual obligations and commitments.
  • The Company has established a compliance management system in the organization and Secretary of the Company ensures the submission of the quarterly compliance reports by functional heads for placing the same before the Board supported by periodical Secretarial Audit Reports by Practicing Company Secretaries.
  1. Policy Review, Etc.:

 

The Board of Directors of the Company or any duly authorized committee thereof, subject to applicable laws, may amend, suspend or rescind this Policy at any time. Any difficulties or ambiguities in the Policy will be resolved by the Board of Directors or such committee in line with the broad intent of the Policy. The Board of Directors or such committee may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy.

 

In the event of any conflict between the provisions of this policy and of the applicable law dealing with the related party transactions, such applicable law in force from time to time shall prevail over this policy.

 

  1.  

 

This Policy shall be posted on the web-site of the Company.

 

 

 

 

*********

 

TABLE OF CONTENTS

 

Objective .........................................................................................................................................................................................2

Applicability .....................................................................................................................................................................................2

Definition of Sexual Harassment ...................................................................................................................................................2

Types of Sexual Harassment...........................................................................................................................................................3

Statement of Principles ...................................................................................................................................................................3

Misconduct .......................................................................................................................................................................................4

Training .............................................................................................................................................................................................4

Complaints Procedure .....................................................................................................................................................................5

Formal Procedure .............................................................................................................................................................................5

Write to the MD .................................................................................................................................................................................6

Fairness and Confidentiality ............................................................................................................................................................6

Disciplinary Action ...........................................................................................................................................................................7

Transfer of One Party ......................................................................................................................................................................7

Criminal Proceedings .......................................................................................................................................................................8

False Accusations ............................................................................................................................................................................8

Third-party Harassment ...................................................................................................................................................................8

Employee/ Complainant Responsibility ..........................................................................................................................................8

Internal Complaints Committee (ICC) for Prevention of Sexual Harassment of Women at Workplace .....................................8

Authority. ..........................................................................................................................................................................................9

Review of working of the Committee. ............................................................................................................................................9

Miscellaneous. .................................................................................................................................................................................9

 

We, at STOVEKRAFT, follow the philosophy of respecting the dignity of all individuals. We, therefore, strive to foster a work environment characterized by partnership-based conduct as we believe that the same is an important pre-requisite for the economic success of the Company. Sexual harassment at work seriously undermines the dignity of the victim and, thus, has the potential of creating a hostile work environment. Such conduct is, therefore, irreconcilable with the policy of the Company to provide a work environment free of harassment, discrimination, intimidation and insult. All employees should, accordingly, note that the Company under no circumstance shall permit or condone sexual harassment at work.

Objective

The main objective of having this Policy Document is to:

  1. Establish a complaint resolution policy and procedure to effectively combat sexual harassment at work
  2. To identify and prevent sexual harassment at work and thereby establish a safe working environment
  3. To resolve complaints sexual harassment at Stovekraft’s workplace in a fair and timely manner.

Applicability

This policy is applicable to allegations of sexual harassment at work made by and against employees of the Company and includes complaints made by employees of the company, third parties, employees of vendors and customers or any visitors to Stovekraft premises.

For the purposes of this policy, the expression ‘workplace’ or ‘at work’ is not confined or limited to the actual working place of the employees in the sense of the physical space in which paid work may be performed as per the prescribed duty hours. ‘Workplace’ or ‘at work’ would include interalia office parties, work related social functions, phone calls, sending messages through cellular phones or email from home even on an off day, or such other work-related interactions outside office hours or office premises. Thus, it is not the physical workplace that would govern, but the ‘access’ that a perpetrator has to the recipient of sexually harassing behavior by virtue of a job situation or relation that is relevant.

Definition of Sexual Harassment

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“ Act”) defines ‘sexual harassment’ as:

  • ''sexual harassment'' includes any one or more of the following unwelcome acts or behaviour (whether directly or by implication) namely:—
  • physical contact and advances; or
  • a demand or request for sexual favours; or
  • making sexually coloured remarks; or
  • showing pornography; or
  • any other unwelcome physical, verbal or non-verbal conduct of sexual nature;

The following circumstances, among other circumstances, if it occurs or is present in relation to or connected with any act or behaviour of sexual harassment may amount to sexual harassment:

  • implied or explicit promise of preferential treatment in her employment ;or
  • implied or explicit threat of detrimental treatment in her employment; or
  • implied or explicit threat about her present or future employment status; or
  • interference with her work or creating an intimidating or offensive or hostile work environment for her; or
  • humiliating treatment likely to affect her healthy or safety

Types of Sexual Harassment

  • Sexual blackmail (quid pro quo harassment) and
  • Hostile environment harassment.

Quid pro quo harassment postulates that the victim has suffered some tangible economic detriment for rejecting a sexual overture or demand, as for instance denial of promotion, dismissal or forced resignation.

However, the harassing conduct is severe or pervasive and thus has the purpose or effect of creating an intimidating, hostile, or offensive working environment for the victim. Such work environment effectively makes the victim’s willingness to endure the harassment a term or condition of the victim’s employment.

Statement of Principles

  • It shall be the responsibility and obligation of the Management and also every employee to contribute to maintaining a non-hostile and a pleasant working environment. All employees should respect the dignity and personality of other employees.
  • Every employee will have the right to complain against the harassment. It is in the own interest of the complainant to make the complaint promptly. A prompt complaint would enable the Company/person in charge of dealing with such cases to take a quick remedial action in the matter.
  • Reported incidents of harassments will be thoroughly and promptly investigated. The Company assures that allegations of sexual harassment will be dealt with seriously, expeditiously and confidentially, and employees will be protected against victimization or retaliation for making or supporting a complaint of sexual harassment.
  • Any employee who engages in conduct determined to be sexual harassment, or who encourages such conduct by others, or who indulges in victimization of or retaliation against the complainant or the complainant’s witnesses or the complainant’s confidential counsellor or any other employee who supported or supports them shall become liable for corrective action including appropriate disciplinary action, which may even include dismissal from service.
  • If the complainant asks for protection of his/her identity, the Company will not disclose it without his/her consent. However, it might not be possible to effectively resolve the concern so raised by the complainant without revealing the complainant’s identity. For instance, this may be required for conducting an effective investigation or enquiry. In that case the Company would discuss this issue with the complainant and take further action in the matter.
  • The Company would also ensure that the career interest of both the complainant and respondent will not be adversely affected merely on account of the complaint made to the Internal Complaints Committee, pending investigation. However, if any actions are to be taken depending on the complaint to immediately stop the alleged acts of sexual harassment, they would be taken at the discretion of the Complaints Committee.
  • Should any employee choose to approach any forum including the media with a complaint of sexual harassment at work, or allow or authorize any other person to do so, without first exhausting the machinery provided by the Company to redress and resolve such complaints, the Company shall in no case be responsible or liable or answerable to the complainant or any other person in this regard.

Misconduct

The Company shall treat commission of an act constituting sexual harassment by an employee as a disciplinary offence. Victimizing or retaliating against an employee for bringing a complaint of sexual harassment shall also be treated as a disciplinary offence.

Training

The Company recognizes the importance of training its employees, particularly supervisors and managers, so as to better equip them to effectively report and be sensitive to the cases or complaints of sexual harassment. The main objectives of such training would be to make the employees more sensitive to, and aware of the problem of sexual harassment and to understand the causes of sexual harassment as an issue; to enable them to take an objective and sensitive attitude to complaints of sexual harassment; impressing on them the need to maintain confidentiality; training them about their responsibility and the procedures they should follow on receiving a complaint of sexual harassment or on witnessing such conduct, and ensure that their workspace is devoid of sexual harassment. Further, to draw their attention to the dangers of exaggerated reckless and malicious complaints.

Complaints Procedure

The methods of reporting an instance of sexual harassment can be both informal and formal. The Company takes cognizance of the fact that the victims of sexual harassment may be reluctant to complain or to make a formal written complaint against the harasser at the first instance, or the victim maybe unclear about the conduct being sexual harassment or not and therefore,provides the victim the avenue to seek guidance and counseling. It is the option of the victim to approach any of the Internal Complaints Committee (ICC) members. It is clarified that until the victim agrees to file a formal complaint, this communication will not be treated as a formal complaint. Also, a formal procedure has been laid down which is as follows:

Formal Procedure

The complainant can opt to register a formal complaint at the first instance itself without resorting to the informal procedure.

  • To invoke the formal procedure the complainant shall give a written complaint against the alleged harasser to a member of the Complaints Committee established by the Company in terms of this policy at secure@stovekraft.com. Complainant can also submit the hard copy of complaint to any of the complaint committee member or drop the complaint in the Complaint box placed at the designated place in the organization.Complaint has to be given within 3 (Three) months of the incident of sexual harassment and must be given in six copies if given in hard copy.
  • The Complaints Committee shall at all times be headed by a woman and not less than half of its members shall be women and would include a third party member who is either an NGO or is an independent individual well versed with the issue of sexual harassment at workplace.
  • The Complaints Committee will acknowledge the complaint being logged by the employee in not later than 3 business days of the receipt of the complaint.
  • On receipt of a formal written complaint, the Complaints Committee shall share a copy of the same with the Respondent within seven (7) days of receipt of the complaint.
  • The Respondent is required to file his reply within a period of ten (10) days of receiving a copy of the complaint.
  • The Committee shall then conduct an investigation into the complaint in order to determine whether a prima facie case exists against the alleged harasser.
  • The ICC shall then proceed to settle the matter, by way of conciliation between the parties to the complaint, at the request of the Complainant. No monetary settlement shall be made as basis of conciliation In the event the settlement does not conclude or the terms of settlement are violated, the ICC shall commence an inquiry into the Complaint.
  • For this purpose the Presiding Officer of the ICC may constitute a subcommittee from amongst its members to conduct such inquiry which will include the Presiding Officer Chairperson and the third party member or the ICC may engage an independent domestic enquiry officer to conduct the inquiry.
  • The inquiry would ordinarily be concluded within 90 days. In case the time period exceeds, the same will be clearly explained in the final report submitted by the Complaints Committee.
  • This inquiry would be conducted in a fair manner keeping in view the principles of natural justice and both sides would be given complete opportunities to present their case before the Complaints Committee.
  • The complainant and the alleged harasser shall have the right to be assisted and/or represented in the investigation by a representative of their choice who, however, shall be employed with the Company. Neither party is allowed to be represented by a legal practitioner in the inquiry proceedings.
  • After the inquiry has been completed, the Complaints Committee will draft its report of findings on the basis of the statements of both the parties, statements of witnesses, if any and documents relied on, if any. The Committee shall record the entire process of hearing duly signed by the parties to the enquiry as token of their acceptance to the record.
  • The Committee after careful trial shall recommend to the Management the disciplinary action which the Committee thinks fit. Such recommendation shall be implemented by the Management within 60 (sixty) days of receipt of the same.
  • The ICC would keep a track of all cases pertaining to complaints of sexual harassment at various stages and facilitate closure of such cases as per requirements of law.
  • The Complaints Committee would also maintain records of all cases pertaining to complaints of sexual harassment at work and report the outcome of investigations or enquiries and also action taken thereon to the Labour Department, Govt. of India.

Write to the MD

In case a complainant or respondent is not satisfied with the findings and decisions of the Complaints Committee, he/she can approach MD.

Fairness and Confidentiality

Investigation or enquiry into complaints of sexual harassment would be conducted with due respect for the rights of both the complainant and the alleged harasser. The entire process would be impartial and without any bias for or against any party. The Company stands committed to maintaining confidentiality to the extent reasonably possible. The Management will not disclose the name of the complainant or the circumstances related to the complaint to any person except where disclosure is necessary for the purposes of investigating the complaint or taking disciplinary measures in relation thereto.

To ensure confidentiality, the information obtained would be confined to the smallest group possible. The importance of confidentiality would be emphasized to the witnesses as well.

Responsibility to maintain confidentiality would lie on the complainant and respondent also. The complainant and respondent, thus, would also become part of the confidentiality process and should not discuss the issue with other persons except where it is necessary for substantiating the complaint or otherwise to secure a fair investigation into the complaint or the Complaints Committee. Breach of confidentiality on the part of employees and/or outsiders involved in the investigative process would render them liable for disciplinary action or a penalty in terms of the Act.

While it is important to maintain full confidentiality throughout the investigation/enquiry, the alleged harasser would be provided with all relevant details of the complaint made against him or her and a reasonable opportunity to respond and defend.

Disciplinary Action

If the result of the investigation/enquiry holds the alleged harasser guilty of an act constituting sexual harassment, the Management shall take appropriate disciplinary action against the harasser as per the Code of Conduct which is as follows:

  • Verbal Warning
  • Written Warning
  • Suspension
  • Termination of employment
  • Litigation
  • Imposition of damages
  • Any other penal remedy that may be available to the company under the applicable law of the country where the act has been committed

Transfer of One Party

Where during the enquiry or investigation a complaint of sexual harassment is upheld and it is found necessary to relocate or transfer one party, the Management would give option to the victim in this regard. Management may also look into any other steps as may be suitable to ensure that the complainant does not get victimized further.

Criminal Proceedings

Where an incident amounts to a specific criminal offence under the Indian Penal Code or under any other law, company will make a complaint with the appropriate authority.

False Accusations 

In case the Committee is of the opinion that the complaint was false and/or malicious, appropriate disciplinary action up to termination can be taken against the complainant. The committee will give a detailed reasoning for having reached the above said conclusion. This does not, however, include complaints which are difficult to prove or have been made in good faith but do not constitute sexual harassment per se.

Third-party Harassment

The Company also stands committed to take appropriate preventive and remedial action to prevent sexual harassment of its employees by nonemployees. Where sexual harassment occurs as a result of an act by any third party or outsider, the Management would take all steps necessary and reasonable to assist the victim in terms of support and preventive action. Should any employee face sexually harassing behavior at work from a third party, such as a client or customer of the Company, the Management would take appropriate corrective or remedial action. However, it would be necessary for the complainant/recipient to report promptly such harassments to the Management or to the complaint committee to enable the Management to take appropriate action.

 Employee/ Complainant Responsibility

 In case you are being sexually harassed, do not ignore this conduct. Take action, either confront the person or report the conduct to someone in authority. Remember, by ignoring this conduct you are only encouraging the other person to continue with such conduct. Even though it is your prerogative to complain against such behaviour, the company as a policy encourages the reporting of such conduct to prevent the workplace from becoming unsafe and hostile.

Internal Complaints Committee (ICC) for Prevention of Sexual Harassment of Women at Workplace

Any woman may file a complaint of sexual harassment to any or all of the members of the Internal Complaints Committee (ICC), in the prescribed manner.

It is hereby stated that the ICC members are bound to maintain strict and absolute confidentiality with respect to any aspect of the case and no details howsoever minor will be discussed with any person outside of the ICC and the necessary parties. Any violation to this be dealt strictly and could attract dire consequences.

If the Presiding Officer or the members of the Internal Committee has been found guilty of any disciplinary proceedings or has been convicted of an offence or any inquiry into an offence under any law from time being in force or has abused their position as to render their continuance in office prejudicial to public interest, such Presiding Officer or Member as the case may be shall be removed from the committee and the vacancy so caused shall be filled by fresh nomination.

The following are the members of the Internal Complaints Committee for Prevention of Sexual Harassment of Women at Workplace:

  Name

  Email id

  Contact numbers

  Neha Gandhi

   neha.gandhi@stovekraft.com

  +91-9972340001

  Shubha Rao Mayya         

   mayya.shuba@gmail.com                

  +91-9845172902

  Deepa V               

   Deepa.v@stovekraft.com

  +91-9591990683

  Vivek Mishra

   Vivek.mishra@stovekraft.com

  +91-7022888665

Authority

The committee members may be changed by the management in specific circumstances like transfers, role change, and location change or for any other reason that the management feels are valid reasons that warrants for such change(s).

Review of working of the Committee

With a view to reviewing the working of the Complaint Committee, the Committee shall convene meetings at regular intervals as it thinks fit. Record of the attendees and matters discussed shall be kept.

Miscellaneous

The Policy or any clause of the Policy shall be amended if it is found necessary.

THE STAKEHOLDERS RELATIONSHIP COMMITTEE

OF

STOVE KRAFT PRIVATE LIMITED

 

I. PURPOSE:

ThepurposeoftheStakeholdersRelationshipCommittee(the“ Committee”)oftheBoardofDirectors (the “Board”) of Stove Kraft Limited (the “ Company”) shall be to assist the Board and the Company to oversee the existing redressal mechanisms in relation to Stakeholders of the Company. The term “ Stakeholder” shall include shareholders, debenture holders, other security holders, vendors, customers, other persons and employees.

The purpose and responsibilities of the Committee shall include such other items/matters prescribed under applicable laws or prescribed by the Board in compliance with applicable law, from time to time.

The Company has several mechanisms to receive and redress grievances, such as the Whistleblower mechanism,theInternalComplaintscommittee,etc.TheCommitteeshallreceivereports from designated personnel responsible for each of these mechanisms, and from any other Company personnel that the Committee deems necessary. The Committee shall also review the number of unresolved issues during the course of a quarter. The Committee shall have the authority to make recommendations to resolve any suchissues.

II. COMMITTEE MEMBERSHIP ANDORGANIZATION:

TheCommitteeshallbeappointedbyandwillserveatthediscretionoftheBoard.Thechairpersonof the Committee shall be a Non-Executive Director and such other members as may be decided by the Board from time to time. The chairperson of the Committee, or in his/her absence, any other member of the Committee authorized by the chairperson of the Committee, shall attend general meetings of theCompany.

The members of the Committee shall meet as provided in this Charter.

III. MEETINGS ANDQUORUM

TheCommitteeshallmeetatleastfourtimesayear.Eithertwomembersoronethirdofthemembers of the committee, whichever is greater shall form the quorum for the meeting of theCommittee.

IV. COMMITTEE RESPONSIBILITIES ANDAUTHORITY:

  • TheCommitteeshallresolvecomplaintsrelatedtotransferofshares,non-receiptofannual report and non-receipt of declared dividends, approve issue of duplicate certificates and new certificates on split/consolidation/renewal etc., approve transfer/transmission, dematerializationandrematerializationofequitysharesinatimelymannerandoverseethe performance of the Register and Transfer Agents and recommend measures for overall improvement in the quality of investorservices.
  • The Committee shall consider and review reports on employee, vendor and customer satisfaction surveysrespectively.
  • The Committee shall review the Company’s obligations towards meeting environment, health and safety requisites for the benefit ofStakeholders.
  • The Committee shall perform any other function required under  (i) rules of the Securities and Exchange Commission (ii) Indian the Companies Act, 2013 and rules framed thereunder (iii) the equity listing agreement entered into between Stove Kraft the Company and the Indian stock exchanges on which its equity sharesarelisted orbytheBoardand (iv)SEBI (Listing obligations and disclosure requirements) Regulations, 2015 SEBIregulations,oranyotherapplicable law from time totime.
  • The Committee shall periodically provide updates to theBoard.
  • To Committee may consult with other committees of the Board, if required, while discharging itsresponsibilities.
  • The Committee shall monitor and review on an annual basis the Company’s performance in dealing with Stakeholdergrievances.
  • The Committee shall review and reassess the adequacy periodically and recommend any proposed changes to the Board forapproval.
  • The Committee shall have access to any internal information necessary to fulfill itsrole.

The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or otheradvisors.

 

POLICY FOR INTIMATION THE BOARD ABOUT RISK ASSESSMENT AND MINIMIZATION
RISK ASSESSMENT AND MINIMIZATION

  1. Preamble And Objective:

 

The Board of Directors of the Stove Kraft Limited (the “Company”) in pursuance of Regulation 17(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and other applicable provisions (including any statutory enactments / amendments thereof), adopted the policy for risk assessment and minimization procedures vide its Board meeting held on [●], 2018.

 

  1. Effective Date:

 

The Policy shall be effective from the date of commencement of trading in Company’s shares at the BSE Limited and the National Stock Exchange of India Limited.

 

  1. Risk Policy and Procedures:

 

Risk management is attempting to identify and then manage threats that could severely impact or bring down the organization. Generally, this involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats.

As per the provisions of the Listing Regulations, a listed company shall lay down procedures to inform Board members about the risk assessment and minimization procedures.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are; regulations, competition, business environment, technology, investments, retention of talent and expansion of facilities. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

The board of the company shall form a subcommittee, which in turn monitors the risk management policy mentioned in the document from time to time and take necessary actions if required.

 

  1. Risk Management Framework:

 

We adopt systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. We believe that this would ensure mitigating steps proactively and help achieve stated objectives. The entity’s objectives can be viewed in the context of four categories- (1) Strategic, (2) Operations, (3) Reporting and (4) Compliance. We consider activities at all levels of the organization, viz. (1) Enterprise level, (2) Division level, (3) Business Unit level and (4) Subsidiary level, in our risk management framework. These eight components are interrelated and drive the Enterprise Wide Risk Management with focus on three key elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

  1. Risk Assessment:

 

To meet the stated objectives, it is imperative to make effective strategies for exploiting opportunities and as a part of this the Company has identified key risks and developed plans for managing the same.

Organizational Objectives:

Strategic

  1. Organizational growth.
  2. Comprehensive range of products.
  3. Sustenance and growth of strong relationships with customers.
  4. Expanding presence in existing markets and penetrating new geographic markets.
  5. Continuing to enhance industry expertise.
  6. Enhancing capabilities through technology alliances and in house technology developments.

Operations -

  1. Consistent revenue growth.
  2. Consistent profitability.
  3. High quality productivity.
  4. Developing culture of innovation.
  5. Attracting and retaining human talent and augmenting their training.

Reporting-

  1. Maintaining high standards of Corporate Governance and public disclosure.

Compliance-

  1.  Ensuring stricter adherence to policies, procedures and laws / rules / regulations / standards.
  1. Risk Management and Risk Monitoring:

 

In principle, risks always result as consequence of activities or as consequence of non-activities. Risk Management and Risk Monitoring are important in recognizing and controlling risks.

  1. Risks specific to the Company and the mitigation measures adopted:

 

  1. Business dynamics - Variance in the demand and supply of the product in various areas. Based on experience gained from the past, the Company is able to predict the demand during a particular period and accordingly supply is planned and adjusted.
  2. Business Operations Risks - These risks relate broadly to the company’s organization and management, such as planning, monitoring and reporting systems in the day-to-day management process namely –
  • Organisation and management risks,
  • Production, process and productivity risks,
  • Business interruption risks,
  • Profitability risks

Risk mitigation measures

 

The Company functions under a well-defined organization structure.

  • Flow of information is well defined to avoid any conflict or communication gap between two or more Departments.
  • Second level positions are created in each Department to continue the work without any   interruption in case of non-availability of functional heads.
  • Sufficient stock of raw materials is kept to ensure continuous production.
  • Effective steps are being taken to reduce cost of production.
  • Back-up Captive power generating capacity for uninterrupted production
  • Strong HR Department to maintain excellent and cordial relations at all levels of employment.
  1.  Liquidity Risks –
  • Financial Solvency and liquidity risks
  • Borrowing limits
  • Cash management risks

Risk mitigation measures –

  • Proper financial planning is put in place.
  • Annual and Quarterly Budgets and Variance Analyses are prepared to have better financial planning.
  • Daily, monthly cash flows are prepared.
  • Cash management services are availed from Bank to avoid any loss of interest on collections. Exposure to Foreign Exchange transactions are supported by LCs and Bank Guarantee and suitable hedging policy.
  1. Credit Risks –
  • Risks in settlement of dues by clients
  • Provision for bad and doubtful debts

Risk mitigation measures –

  • Systems put in place for assessment of creditworthiness of Customers.
  • Provision for bad and doubtful debts made to arrive at correct financial position of the Company.
  • Appropriate recovery management and follow up.
  1. Logistic Risks –

Use of outside transport services

Risk mitigation measures –

  • Sourcing committed and dedicated service providers.
  • Exploring possibility of an in-house logistic mechanism if the situation demands
  • Possibilities to optimize the operations, by having a combination of transportation through road / rail and sea / air are explored.
  • Comprehensive transit risk insurance coverage for all incoming and outgoing goods across the organization
  1. Market Risks / Industry Risks –
  • Demand and Supply Risks
  • Quantities, Qualities, Suppliers, lead time, interest rate risks
  • Raw material rates
  • Interruption in the supply of Raw material

Risk mitigation measures –

  • Raw materials are procured from different sources at competitive prices.
  • Alternative sources are developed for uninterrupted supply of raw materials
  • Demand and supply are external factors on which company has no control, but however the Company plans its production and sales from the experience gained in the past.
  • The Company tries to reduce the gap between demand and supply.
  • Proper inventory control systems have been put in place.
  1. Human Resource Risks –
  • Employee Turnover Risks, involving replacement risks, training risks, skill risks, etc.
  • Unrest Risks due to Strikes and Lockouts

 

Risk mitigation measures

  • Company has proper recruitment policy for recruitment of personnel at various level in the organization.
  • Proper appraisal system to give yearly increment is in place.
  • Employees are trained at regular intervals to upgrade their skills.
  • Labour problems are obviated by negotiations and conciliation.
  • Activities relating to the Welfare of employees are undertaken.

 

  1. Disaster Risks –

Natural risks like fire, Floods, Earthquakes, etc.

Risk mitigation measures –

  • The property of the company is insured against natural risks, like fire, flood, earthquakes, etc.
  • Fire Hydrants have been installed at all manufacturing locations. Other apparatus like extinguishers filled with chemical, foam etc. have been placed at fire sensitive locations and regular fire safety drills are carried out.
  • First aid training is given to watch and ward staff and safety personnel.
  • Workmen of the company are covered under ESI, EPF, etc., to serve the welfare of the workmen.
  • Engaging professional Risks Assessing Advisors who conduct periodical audit / review and suggest risks improvement measures from time to time
  1. System Risks –

System capability System reliability Data integrity risks Coordinating and interfacing risks

Risk mitigation measures –

  • Systems Administrator monitors and upgrades the systems on a continuous basis.
  • Password protection is provided at different levels to ensure data integrity.
  • Licensed software is being used in the systems.
  • The Company ensures “Data Security”, by having access control / restrictions.
  1. Legal Risks:

These risks relate to the following –

  • Contract Risks, Contractual Liability, Frauds, Judicial Risks Insurance Risks, Patent, Design and Copyright Infringement Risks.
  • Legal risk is the risk in which the Company is exposed to legal action.
  • As the Company is governed by various laws and the Company has to do its business within four walls of law, where the Company is exposed to legal risk exposure.
  • The Company engages professionals, advisors who focus on evaluating the risks involved in a contract, ascertaining our responsibilities under the applicable law of the contract, restricting our liabilities under the contract, and covering the risks involved, to meet the general and specific requirements so that they can ensure adherence to all contractual obligations and commitments.
  • The Company has established a compliance management system in the organization and Secretary of the Company ensures the submission of the quarterly compliance reports by functional heads for placing the same before the Board supported by periodical Secretarial Audit Reports by Practicing Company Secretaries.
  1. Policy Review, Etc.:

 

The Board of Directors of the Company or any duly authorized committee thereof, subject to applicable laws, may amend, suspend or rescind this Policy at any time. Any difficulties or ambiguities in the Policy will be resolved by the Board of Directors or such committee in line with the broad intent of the Policy. The Board of Directors or such committee may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy.

 

In the event of any conflict between the provisions of this policy and of the applicable law dealing with the related party transactions, such applicable law in force from time to time shall prevail over this policy.

 

  1.  

 

This Policy shall be posted on the web-site of the Company.

 

 

 

 

*********

 

Nomination and Remuneration Committee

Purpose

The purpose of the Nomination and Remuneration Committee (the " Committee") of the Board of Directors (the " Board") of Stove Kraft Limited (“ Stove Kraft” or “ the Company”) shall be to:

  • assist the Board in discharging its responsibilities relating to compensation of the Company's directors and key managerial personnel;
  • evaluate and approve the adequacy of the compensation plans, policies, programs and succession plans for Company's executive directors and senior management (including recommending to the Board the appointment and removal of senior management;
  • formulate the criteria for determining qualifications, positive attributes and independence of a director and for performance evaluation of independent directors on the Board;
  • oversee the Company's nomination process for the top level management and identify, screen and review individuals qualified to serve as executive directors, non- executive directors, independent directors and senior management consistent with criteria approved by the Board;
  • recommend appointment and removal of directors to the Board, for approval at the annual meeting of shareholders;
  • carry out evaluation of the performance of the Board
  • leadership development;
  • develop and maintain corporate governance policies applicable to the Company;
  • recommend to the Board a policy, relating to the remuneration of the Company’s directors, key managerial personnel and other employees; and
  • to devise a policy on Boarddiversity.

The purpose and responsibilities of the committee shall include such other items as may be prescribed by applicable law or by the Board in compliance with applicable law from time to time.

Membership and organization

The Company shall constitute the committee through the Board. The committee will be appointed by the Board and will serve at its discretion. The committee shall consistat least three directors, all of whom shall be non-executive directors and at least half of whom shall be independent directors.

The members of the committee shall meet the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The members of the committee will be appointed by the Board and may be removed by the Board in its discretion. The Board shall designate a member of the committee as the chairperson, provided that such chairperson shall be an independent director. The chairperson of the Company (whether executive or non-executive) shall not chair the committee, but can be a member of the committee. The chairperson of the committee, or in his/her absence, any other member of the committee authorised by the chairperson of the committee, shall attend general meetings of theCompany. 

Responsibilities

The committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board prescribes from time-to-time.

Compensation Policies

  • To review annually and approve for the executive directors and the senior management, the (a) annual base salary, (b) annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreements, severance arrangements or plans, and change in control agreements / provisions, and (e) any other benefits, compensation or arrangements.
  • To administer the Company's equity incentive plans, including the review and grant of awards to eligible employees under the plans and the terms and conditions applicable to such awards, subject to the provisions of eachplan.
  •    To make recommendations to the Board with respect to incentive compensation plans. The committee may review the Company's incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.
  • To recommend to the Board a policy relating to the remuneration of directors, key managerial personnel and other employees. This policy shall be such that the remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully. This policy shall set out a clear relationship between remuneration and performance, including appropriate performance benchmarks. The policy shall ensure that the remuneration to directors, key managerial personnel and senior employees involves a balance between fixed and incentive pay reflecting short and long-term performance objectives as appropriate for the Company and its goals, should be provided in thepolicy.

Nomination of directors

  • To formulate the criteria to determine the qualifications, qualities, skills, positive attributes, independence and other expertise required to be a director of the Company and to develop, and recommend to the Board for its approval, criteria to be considered in selecting director(s) (the " DirectorCriteria").
  • To identify, screen and review candidates qualified to be appointed as executive directors, non-executive directors and independent directors, consistent with Director Criteria (including evaluation of incumbent directors for potential re- nomination), and making recommendations to the Board on candidates for:
  • nomination for election or re-election by the shareholders; and
  • any Board vacancies that are to be filled by the Board. The nominations committee may act on its own in identifying potential candidates, inside or outside the Company, or may act upon proposals submitted by the Chairman of the Board. The committee will review and discuss all documents pertaining to candidates and will conduct evaluation of candidates in accordance with a process that it sees fit and appropriate, passing on the recommendations for the nomination to theBoard.
  • To review annually, the Board's committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committeechairpersons.

To perform a consultative role for any appointment requiring Board approval, as stipulated by law or regulation, for top management positions such as that of the Chief Financial Officer, Company Secretary and Head of Human Resource.The committee provides its advice and recommendations to the Board.

Performance Evaluation and Leadership Development

  • To develop, subject to approval by the Board, a process for an annual self-evaluation of the performance of the Board, the individual directors and board committees in the governance of the Company and to coordinate and oversee this annualself-evaluation.
  • To formulate a criteria for evaluation of independent directors and the Board and carry out evaluation of every director’sperformance.
  • In consultation with the CEO/MD, to review the performance of all the executive directors each quarter, on the basis of detailed performance parameters set for each of the executive directors at the beginning of the year. The committee may, from time-to-time, also evaluate the usefulness of such performance parameters, and make necessaryamendments.
  • To annually review its own performance and present the results of the evaluation to the Board. The committee shall conduct this evaluation in such manner as it deemsappropriate.
  • To maintain regular contact with the leadership of the Company.
  • To identify persons to be appointed to positions of Senior Management in accordance with identified criteria and to recommend to the board their appointment andremoval.

Other responsibilities

  • To develop and recommend to the Board a set of Corporate Governance guidelines applicable to theCompany.
  • To oversee the Company's Corporate Governance practices, including reviewing the Company's corporate governance guidelines annually and recommending amendments to the Board as necessary.
  • To monitor compliance with the Company's Corporate Governanceguidelines.
  • To develop and recommend a policy on Boarddiversity.
  • To review and reassess the adequacy of the committee's policy as required and recommend changes to theBoard.

Specific powers

  • The committee may conduct or authorize studies of matters within the committee's scope of responsibility with full access to all books, records, facilities and personnel of theCompany.
  • The committee may form subcommittees for any purpose that the committee deems appropriate and may delegate to such subcommittees such power and authority as the committee deems appropriate. If designated, each such subcommittee will establish its own schedule and maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the committee as awhole.

Advisors

  • The committee shall have the sole authority to select, retain and terminate the services of any compensation consultant to be used to assist in the evaluation of compensation for the MD,CEO, executivedirectorsorseniormanagement,andshallhavethesoleauthoritytoapprovethe

Consultant’s fees and other retention terms and oversee the consultant's work. The compensation committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The committee shall set the compensation, and oversee the work, of its external legal counsel, accountants and other advisors with respect to compensation matters. The committee shall receive appropriate funding from the Company, as determined by the committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, external legal counsel and any other advisors with respect to compensation matters.

Meetings and reports

  • The committee shall meet at least four times a year at such times and places as it deems necessary to fulfill itsresponsibilities.
  • The committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to theBoard as per Secretarial standards.
  • The committee shall make regular reports to the Board regarding its actions and make recommendations to the Board asappropriate.
  • The committee shall prepare such reports as may be required by any law, rule or regulation to which the Company issubject.
  • The committee may invite such members of management to its meetings as it deems appropriate. However, the committee shall meet regularly without such members present, and the MD,CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed ordetermined.

Compensation

Members of the Committee shall receive such fees, if any, for their services as committee members as may be determined by the Board.

Nomination and Remuneration Committee

Purpose

The purpose of the Nomination and Remuneration Committee (the " Committee") of the Board of Directors (the " Board") of Stove Kraft Limited (“ Stove Kraft” or “ the Company”) shall be to:

  • assist the Board in discharging its responsibilities relating to compensation of the Company's directors and key managerial personnel;
  • evaluate and approve the adequacy of the compensation plans, policies, programs and succession plans for Company's executive directors and senior management (including recommending to the Board the appointment and removal of senior management;
  • formulate the criteria for determining qualifications, positive attributes and independence of a director and for performance evaluation of independent directors on the Board;
  • oversee the Company's nomination process for the top level management and identify, screen and review individuals qualified to serve as executive directors, non- executive directors, independent directors and senior management consistent with criteria approved by the Board;
  • recommend appointment and removal of directors to the Board, for approval at the annual meeting of shareholders;
  • carry out evaluation of the performance of the Board
  • leadership development;
  • develop and maintain corporate governance policies applicable to the Company;
  • recommend to the Board a policy, relating to the remuneration of the Company’s directors, key managerial personnel and other employees; and
  • to devise a policy on Boarddiversity.

The purpose and responsibilities of the committee shall include such other items as may be prescribed by applicable law or by the Board in compliance with applicable law from time to time.

Membership and organization

The Company shall constitute the committee through the Board. The committee will be appointed by the Board and will serve at its discretion. The committee shall consistat least three directors, all of whom shall be non-executive directors and at least half of whom shall be independent directors.

The members of the committee shall meet the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The members of the committee will be appointed by the Board and may be removed by the Board in its discretion. The Board shall designate a member of the committee as the chairperson, provided that such chairperson shall be an independent director. The chairperson of the Company (whether executive or non-executive) shall not chair the committee, but can be a member of the committee. The chairperson of the committee, or in his/her absence, any other member of the committee authorised by the chairperson of the committee, shall attend general meetings of theCompany. 

Responsibilities

The committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board prescribes from time-to-time.

Compensation Policies

  • To review annually and approve for the executive directors and the senior management, the (a) annual base salary, (b) annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreements, severance arrangements or plans, and change in control agreements / provisions, and (e) any other benefits, compensation or arrangements.
  • To administer the Company's equity incentive plans, including the review and grant of awards to eligible employees under the plans and the terms and conditions applicable to such awards, subject to the provisions of eachplan.
  •    To make recommendations to the Board with respect to incentive compensation plans. The committee may review the Company's incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.
  • To recommend to the Board a policy relating to the remuneration of directors, key managerial personnel and other employees. This policy shall be such that the remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully. This policy shall set out a clear relationship between remuneration and performance, including appropriate performance benchmarks. The policy shall ensure that the remuneration to directors, key managerial personnel and senior employees involves a balance between fixed and incentive pay reflecting short and long-term performance objectives as appropriate for the Company and its goals, should be provided in thepolicy.

Nomination of directors

  • To formulate the criteria to determine the qualifications, qualities, skills, positive attributes, independence and other expertise required to be a director of the Company and to develop, and recommend to the Board for its approval, criteria to be considered in selecting director(s) (the " DirectorCriteria").
  • To identify, screen and review candidates qualified to be appointed as executive directors, non-executive directors and independent directors, consistent with Director Criteria (including evaluation of incumbent directors for potential re- nomination), and making recommendations to the Board on candidates for:
  • nomination for election or re-election by the shareholders; and
  • any Board vacancies that are to be filled by the Board. The nominations committee may act on its own in identifying potential candidates, inside or outside the Company, or may act upon proposals submitted by the Chairman of the Board. The committee will review and discuss all documents pertaining to candidates and will conduct evaluation of candidates in accordance with a process that it sees fit and appropriate, passing on the recommendations for the nomination to theBoard.
  • To review annually, the Board's committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committeechairpersons.

To perform a consultative role for any appointment requiring Board approval, as stipulated by law or regulation, for top management positions such as that of the Chief Financial Officer, Company Secretary and Head of Human Resource.The committee provides its advice and recommendations to the Board.

Performance Evaluation and Leadership Development

  • To develop, subject to approval by the Board, a process for an annual self-evaluation of the performance of the Board, the individual directors and board committees in the governance of the Company and to coordinate and oversee this annualself-evaluation.
  • To formulate a criteria for evaluation of independent directors and the Board and carry out evaluation of every director’sperformance.
  • In consultation with the CEO/MD, to review the performance of all the executive directors each quarter, on the basis of detailed performance parameters set for each of the executive directors at the beginning of the year. The committee may, from time-to-time, also evaluate the usefulness of such performance parameters, and make necessaryamendments.
  • To annually review its own performance and present the results of the evaluation to the Board. The committee shall conduct this evaluation in such manner as it deemsappropriate.
  • To maintain regular contact with the leadership of the Company.
  • To identify persons to be appointed to positions of Senior Management in accordance with identified criteria and to recommend to the board their appointment andremoval.

Other responsibilities

  • To develop and recommend to the Board a set of Corporate Governance guidelines applicable to theCompany.
  • To oversee the Company's Corporate Governance practices, including reviewing the Company's corporate governance guidelines annually and recommending amendments to the Board as necessary.
  • To monitor compliance with the Company's Corporate Governanceguidelines.
  • To develop and recommend a policy on Boarddiversity.
  • To review and reassess the adequacy of the committee's policy as required and recommend changes to theBoard.

Specific powers

  • The committee may conduct or authorize studies of matters within the committee's scope of responsibility with full access to all books, records, facilities and personnel of theCompany.
  • The committee may form subcommittees for any purpose that the committee deems appropriate and may delegate to such subcommittees such power and authority as the committee deems appropriate. If designated, each such subcommittee will establish its own schedule and maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the committee as awhole.

Advisors

  • The committee shall have the sole authority to select, retain and terminate the services of any compensation consultant to be used to assist in the evaluation of compensation for the MD,CEO, executivedirectorsorseniormanagement,andshallhavethesoleauthoritytoapprovethe

Consultant’s fees and other retention terms and oversee the consultant's work. The compensation committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The committee shall set the compensation, and oversee the work, of its external legal counsel, accountants and other advisors with respect to compensation matters. The committee shall receive appropriate funding from the Company, as determined by the committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, external legal counsel and any other advisors with respect to compensation matters.

Meetings and reports

  • The committee shall meet at least four times a year at such times and places as it deems necessary to fulfill itsresponsibilities.
  • The committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to theBoard as per Secretarial standards.
  • The committee shall make regular reports to the Board regarding its actions and make recommendations to the Board asappropriate.
  • The committee shall prepare such reports as may be required by any law, rule or regulation to which the Company issubject.
  • The committee may invite such members of management to its meetings as it deems appropriate. However, the committee shall meet regularly without such members present, and the MD,CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed ordetermined.

Compensation

Members of the Committee shall receive such fees, if any, for their services as committee members as may be determined by the Board.

Material subsidiary Policy of Stove Kraft Limited

Policy for determining Material Subsidiary


[Pursuant to Regulation 16(1) (c) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]


1.  Purpose andScope:

The Policy for determining ‘material’ subsidiary companies has been framed in accordance with Regulation 16(1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and other applicable provisions (including any statutory enactments / amendments thereof).

ThePolicywillbeusedtodeterminetheMaterialSubsidiariesofStove Kraft Limited (the“Company”)andtoprovidethe governance framework for suchsubsidiaries.

All the words and expressions used in this Policy, unless defined hereafter, shall have meaning respectivelyassignedtothemundertheListingRegulationsandintheabsenceofitsdefinitionor explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued thereunder, as amended, from time totime.

The Policy shall be effective from the date of commencement of trading in Company’s shares at the BSE Limited and the National Stock Exchange of India Limited.

The policy shall be disclosed on the company's website and a web link thereto shall be provided in the Annual Report of the Company.

2.  Identification of ‘Material’subsidiary:

A subsidiary shall be considered as material if –

  1. the investment of the Company in the subsidiary exceeds 20 per cent of its consolidated net worth as per the audited balance sheet of the previous financial yearor,
  2. if the subsidiary has generated 20 per cent of the consolidated Income of the Company during the previous financialyear.

Material non-listed Indian subsidiary shall mean an unlisted subsidiary, incorporated in India, whose Income or Net Worth (i.e. Paid Up Capital and Free Reserves) exceeds 20 per cent of the ConsolidatedIncomeorNetWorthrespectively,ofthelistedholdingcompanyanditssubsidiaries in the immediately preceding financialyear.

The Audit Committee shall on annual basis review such details / information as may be required to determine the ‘Material’ Subsidiaries.

5. GUIDING PRINCIPLES

“Material Subsidiary” and "Material non-listed Indian subsidiary" of the Company would be identified, if any, as one time exercise and such exercise shall be done during each financial year and the conclusion placed before the Audit Committee and the Board of the Company. The identification should happen soon after preparation of annual accounts and the outcome should be placed before the Audit Committee or Board, as the case may be, in the meeting where the Annual Audited Accounts of the Company are considered.

6. INVESTMENTS IN SUBSIDIARIES:

Approval of the Board is required to invest more than 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year in a subsidiary of the Company.

The Managing Director/Whole-time Director shall provide the following details to the Board to consider the above referred investment:

a.         Name of the Company in which Stove Kraft Limited proposes to invest.

b.         Profile of the Company.

c.         Objects of the Investment.

d.         Future prospects of the company in which Stove KraftLimited proposes to invest.

e.         Advantages of such investments.

While considering the proposal to invest as above the Board shall consider the following:

a.         Whether the company/business in which the Stove Kraft Limited proposes to invest have potential to increase the profitability.

b.         Whether such investment is for profit or strategic advantages.

c.         Whether the objectives set out for such investments can be achieved.

d.         Whether any alternate investment opportunity is available to achieve the objects set out for such Investments.

3.  Governanceframework:

  1. The Audit Committee of Board of the Company shall review the Financial Statements, in particular, the Investments made by the Unlisted SubsidiaryCompany.
  1. The minutes of the Board Meetings of the Unlisted Subsidiary Companies shall be placed before the Board of theCompany.
  • ThemanagementshallperiodicallybringtotheattentionoftheBoardofDirectorsofthe Company, a statement of all Significant Transactions and Arrangements entered into by the Unlisted SubsidiaryCompany.
  1. OneIndependentDirectoroftheCompanyshallbeadirectorontheBoardoftheMaterial Non-Listed Indian SubsidiaryCompany.

4.  Disposal of MaterialSubsidiary:

The Company shall not:

  1. dispose of shares in its material subsidiary which would reduce its shareholding (either on its own or together with other subsidiaries) to less than 50% or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting, except in cases where such divestment is made under a scheme of arrangement duly approved by aCourt/Tribunal.
  2. sell,disposeoffandleaseassetsamountingtomorethantwentypercentoftheassetsof the material subsidiary on an aggregate basis during a financial year without prior approval of shareholders by way of special resolution, unless the sale/disposal/lease is made under a scheme of arrangement duly approved by aCourt/Tribunal.

5.  PolicyReview:

The Board of Directors of the Company or any duly authorized committee thereof, subject to applicable laws, may amend, suspend or rescind this Policy at any time. Any difficulties or ambiguities in the Policy will be resolved by the Board of Directors or such committee in line with the broad intent of the Policy. The Board of Directors or such committee may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy.

In the event of any conflict between the provisions of this policy and of the applicable law dealing with the related party transactions, such applicable law in force from time to time shall prevail over this policy.

Stove Kraft Limited

Insider Trading Policy

 

Stove Kraft Limited (the “Company”) is a public company whose equity shares are listed on  National Stock Exchange of India Limited and BSE Limited and subject to the rules and regulations issued by the Securities and Exchange Board of India (“SEBI”).

The Board of Directors of the Company have adopted this Insider Trading Policy (the “Policy”) to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“SEBI Regulations”).

The SEBI Regulations prohibit an Insider from Trading in the securities of a company listed on any stock exchange on the basis of any Unpublished Price Sensitive Information.

Unpublished Price Sensitive Information (“UPSI”) means any information, which relates directly or indirectly, to the Company or its securities, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities of the Company.

Generally available” information means information that is accessible to the public on a non- discriminatory basis.

UPSI includes, without limitation, information relating to the following:

  1. Financial results, financial condition, projections or forecasts of theCompany;
  2. Dividends (both interim andfinal);
  • Change in capitalstructure;
  1. Mergers, de-mergers, acquisitions, de-listings, disposals and expansion of business and such othertransactions;
  2. Changes in the Board of Directors or Key Managerial Personnel;and
  • Material events in accordance with the listingagreement.

The SEBI Regulations prohibit the communication of UPSI to any personexceptasrequiredunderlaw.Further,procuringanypersontoTradeinthesecuritiesof any company on the basis of UPSI is also prohibited under the SEBI Regulations and the securities laws. Violations of the SEBI Regulations and the securities laws subject Insiders to severe penalties including fines andimprisonment.

1.  Rules 

The rules shall be called ‘Rules for Trading in the securities of Stove Kraft Limited by an Insider’ (“Rules”). These Rules shall come into force with immediate effect.

2.  Definitions

1) ComplianceOfficer

Compliance Officer” means the General Counsel and Chief Compliance Officer of the Company or the Company Secretary for the purpose of administration of the insider trading policy.

2) Connected Person

“Connected Person,” includes –

  1. A director of theCompany;
  2. A Key Managerial Personnel of theCompany;
  • An Officer of theCompany;
  1. Any person who is or has been in a contractual or fiduciary or employment relationship at any time in the six month period prior to the date  of  determining whether  that  person, as a result of such relationship, was,directly or indirectly,
    • allowed access to UPSI or (y) reasonably expected to be allowed access toUPSI;
  2. Any person who is or has been in frequent communication with an Officer of the Companyatanytimeinthesixmonthperiodpriortothedateofdeterminingwhether that person,asaresultofsuchfrequentcommunication,was,directlyorindirectly,
    • allowedaccesstoUPSIor(y)reasonablyexpectedtobeallowedaccesstoUPSI;
  3. AnemployeeoftheCompanywhohasaccesstoUPSIorisreasonablyexpectedtohave access toUPSI;
  • Any person who has a professional or business relationship and that relationship that, directlyorindirectly,(x)allowsaccesstoUPSIor(y)isreasonablyexpectedtoallowaccess toUPSI;

The persons enumerated below shall be deemed to be Connected Persons if such person has access to UPSI or is reasonably expected to have access to UPSI -

  • An Immediate Relative of Connected Persons;
  • A holding company or associate company or subsidiarycompany;
  • An intermediary as specified in section 12 of the SEBI Act or an employee or director thereof;
  • Aninvestmentcompany,trusteecompany,assetmanagementcompanyoranemployeeor directorthereof;
  • An official of a stock exchange or of clearing house orcorporation;
  • A member of board of trustees of a mutual fund or a member of the Board of Directors of theassetmanagementcompanyofamutualfundorisan employeethereof;
  • A member of the board of  directors or an employee, of  a public financial institution     as defined in section 2 (72) of the Companies Act,2013;
  • An official or an employee of a self-regulatory organization recognised or authorized    by theSEBI;
  • A banker of theCompany;
  • A concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of the Company or his Immediate Relative or banker of the Company, has more than ten percent of the holding orinterest.

3) DesignatedPerson

The term “designated person” shall consist of, Connected Persons who are:

  1. Promoters of theCompany;
  2. Directors of the Company and itssubsidiaries;
  • Executive Officers of theCompany;
  1. Executive Vice Presidents of theCompany;
  2. Employees named in the Corporate Organization Chart of the Company from time to time;
  3. All employees in the Finance and Accounts Department, Corporate Planning Department,LegalDepartment,EnterpriseRiskManagementDepartment,abovetherank of Job Level5
  • Executive Secretaries of Directors and Executive Officers of theCompany;
  • Any other Connected Person designated by the Company on the basis of their functionalrole;
  1. Immediate Relatives of I to VIIIabove;

4) Director

“Director” shall have the meaning assigned to it under the Companies Act, 2013.

5) ImmediateRelative

“ImmediateRelative”ofapersonmeansaspouse,ortheparent,siblingorchildofthatpersonor his or her spouse, if they are either dependent financially on such person or consult suchperson in taking decisions relating to Trading insecurities.

6) Insider

An insider means any person who is:

  • a Connected Personor
  • in possession of or having access toUPSI.

7) Key ManagerialPersonnel

KeyManagerialPersonnel”shallhavethemeaningassignedtoitundertheCompaniesAct, 2013.

8) Officer

Officer” shall have the meaning assigned to it under the Companies Act, 2013.

9) Promoter

Promoter” shall have the meaning assigned to it under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modification thereof.

 10) Securities

Securities”shallhavethemeaningassignedtoitundertheSecuritiesContracts(Regulations)Act, 1956 or any modification thereof except units of a mutualfund.

11) Trading

Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and “trade” shall be construed accordingly.

Words and expressions used and not defined in these Rules but defined in the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013 and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislations.

3.  Prohibition on communicating or procuringUPSI

An Insider shall not –

  1. communicate, provide, or allow access to any UPSI, relating to the Company or its securities, to any person including other insiders, except to the extent allowed by these Rules;
  1. procure from or cause the communication by an Insider of UPSI, relating to the Company or itssecurities;

Provided that nothing contained above shall be applicable when an UPSI is communicated, provided, allowed access to or procured:

  • in furtherance of legitimate purposes, performance of duties or discharge of legal obligations pursuant to appropriate confidentiality and non-disclosure agreements being executed; or
  • intheeventtheBoardofDirectorsdirectorcausethepublicdisclosureofUPSIinthebest

interest of the Company; or

  • within a group of persons if such persons have been identified and secluded within a “chinese wall” or information barrier by the Compliance Officer from the rest of the Company for a particular purpose or for a specified period of time in furtherance of legitimate purposes, performance of duties or discharge of legal obligations, and are subjected to, among other conditions, additional confidentiality obligations, information barriers designed to prevent exchanges of UPSI outside the “chinese wall”, and the executionofanundertakingbysuchpersonstoabstainand/orforegoTradingduringsuch seclusion or till the UPSI no longer constitutesUPSI.

4.  Prohibition on InsiderTrading

An Insider shall not, directly or indirectly, –

  1. TradeinsecuritiesthatarelistedorproposedtobelistedwheninpossessionofUPSI;
  1. TradeinsecuritiesoftheCompanyexceptwhentheTradingWindowisopenandthe Insider is not in possession ofUPSI.

Provided the restriction in 4 (i) above shall not apply to:

  • a transaction that is an off-market inter-se transfer between Promoters who were in possession of the same UPSI without being in breach of these Rules and both parties had made a conscious and informed trade decision;and
  • Trades pursuant to a Trading Plan set up in accordance with theseRules.

5.  TradingWindow

  • The Compliance Officer shall notify a ‘trading window’ during which the Designated Persons may Trade in the Company’s securities after securing pre-clearance from the Compliance Officer in accordance with theseRules.
  • DesignatedPersonsshallnotTradeintheCompany’ssecuritieswhenthetradingwindow isclosed.
  • The trading window shall generally be closed for all Insiders between the sixteenth day prior to the last day of any financial period for which results are required to beannounced by the Company and the second trading day after disclosure of such financialresults.
  • Additionally, the trading window shall be closed in particular for a Designated Person or class of Designated Persons when the Compliance Officer determines that aDesignated Person or class of Designated Persons can reasonably be expected to have possession of UPSI, for such periods as determined by the ComplianceOfficer.
  • The trading window may be re-opened after closure, not earlier than 48 hours after the UPSI in question becomes generallyavailable.

6.  Pre-clearance ofTrading

  • Designated Persons may Trade in the securities of the Company when the trading window is open, after obtaining approval of the Compliance Officer by submitting an application as per Annexure 1 and an undertaking as per Annexure2.
  • The Compliance Officer shall not approve any proposed Trade by Designated Person if theComplianceOfficerdeterminesthatsuchDesignatedPersonisinpossessionofUPSI even though the trading window isopen.
  • TheComplianceOfficermay,afterbeingsatisfiedthattheapplicationandundertakingare true and accurate, approve Trading by a Designated Person, on the condition that the Trade so approved shall be executed within seven trading days following the date of approval.
  • The Designated Person shall, within two days of the execution of the Trade, submit the details of such Trade to the Compliance Officer as per Annexure 3. In case the transaction is not undertaken, a report to that effect shall be filed in the saidform.
  • If the pre-cleared Trade is not executed within seven trading days after the approval is given, the Designated Person must secure pre-clearance of the transactionagain.
  • A Designated Person who Trades in securities without complying with the pre- clearance procedure as envisaged in these Rules or gives false undertakings and/or makes misrepresentations in the undertakings executed by him/her while complying with the pre-clearance procedure shall be subjected to the penalties as envisaged in theseRules.

7.     Additional trading restrictions on DesignatedPersons

  • No Director or Key Managerial Personnel shall enter into derivative transactions in respect of the securities of the Company.
  • AllDesignatedPersonswhoTradeinthesecuritiesofthecompanyshallnotenterintoan opposite transaction during the next six months following the prior transaction. In case of any contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the SEBIforcredittotheInvestorProtectionandEducationFundadministeredbySEBI.

8.  Trading Plan

  • A Designated Person shall be entitled to formulate a Trading Plan that complies with the SEBIRegulations(a“TradingPlan”)andpresentittotheComplianceOfficerforapproval and public disclosure pursuant to which Trades may be carried out in his behalf in accordance with suchplan.
  • The Compliance Officer shall review and approve the Trading Plan if it complies with the SEBI Regulations and shall disclose the Trading Plan to the stockexchanges.
  • The Trading Plan once approved shall be irrevocable and the Designated Person shall mandatorily have to implement the plan, without being entitled to either deviate from it or toexecuteanytradeinthesecuritiesoutsidethescopeoftheTradingPlan.However,the implementation of the Trading Plan shall not be commenced, if at the time of formulation of the plan, the Designated Person is in possession of UPSI and the said information has not become generally available at the time of the commencement of implementation.The commencement of the Trading Plan shall be deferred until such UPSI becomesgenerally available information. Further, the Designated Person shall also not be allowed to Trade in securities of the Company, if the date of Trading in securities of the Company, as per the approved Trading Plan, coincides with the date of closure of Trading Window announced by the ComplianceOfficer.

9. Penalty for InsiderTrading

  • An Insider who acts in contravention of these Rules shall be liable to have his services or relationship with the Company, as the case may be,terminated.
  • Directors,OfficersandemployeesoftheCompanywhoviolatetheserulesshallbesubject to disciplinary action by the Company, which may include wage freeze, suspension, ineligibility for future participation in the Company’s stock option plans ortermination.
  • The SEBI or any other appropriate regulatory authority would also be informed of the violation of these Rules so that appropriate action may betaken.

10. Disclosure requirements

  • InitialDisclosure:
  1. Every Promoter, Key Managerial Personnel, director of the Company and each of their Immediate Relatives shall disclose his holding of securities of the Company withinthirtydaysoftheseRulestakingeffectasperFormAsetoutinAnnexure4.
  1. Every person on appointment as a Key Managerial Personnel or a director of the Company or upon becoming a Promoter shall disclose his / her and Immediate Relatives’ holding of securities of the Company as on the date of appointment or becoming a promoter, to the Company within seven days of such appointment or becoming a promoter, as per Form B set out in Annexure5.
  • ContinualDisclosure:
  1. Every Promoter, employee, director of the Company and each of their Immediate Relatives shall disclose as per Form C set out in Annexure 6 to the Company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of Rs. Tenlakhs.
  1. The disclosure shall be made within two working daysof:
  1. the receipt of intimation of allotment of shares, or
  2. the acquisition or sale of shares or voting rights, as the case maybe.
  • Disclosure to the StockExchange:

The Compliance Officer shall notify the stock exchanges, particulars of the Trades, within two trading days of the receipt of the Continual Disclosure or from becoming aware of such information.

  • Disclosures by other ConnectedPersons.

The Compliance Officer may, require any other Connected Person to disclose the holdings and trading in securities of the Company as per Form D set out in Annexure      7 at such frequency as he maydetermine.

11.  Miscellaneous

  • The Board of Directors shall be empowered to amend, modify, interpret these Rules and suchRulesshallbeeffectivefromsuchdatethattheBoardmaynotifyinthisbehalf.
  • The Compliance Officer shall provide the Audit Committee of the Board, on a quarterly basis, all the details of Trading in securities by the Designated Persons including any violations of theRules.
  • TheComplianceOfficershallmaintain(a)updatedlistofDesignatedPersons,(b)records of disclosures and pre-clearance applications and undertakings for a period of five years and(c)aconfidentiallistofany‘restrictedsecurities’towhichtheComplianceOfficermay require Designated Persons to seek pre-clearance before Trading in such ‘restricted securities’.
  • The Company shall require all Connected Persons to formulate and adhere to a code of conducttoachievecompliancewiththeseRules.Incasesuchpersonsobservethatthere has been a violation of these Rules, then they shall inform the Board of Directors of the Companypromptly.
  • The Company has adopted the amended ‘Corporate Policy Statement on Investor Relations’ available atstovekraft.com to regulate the Company’s practices and procedures for fair disclosure of UPSI.

 

Annexure 1

APPLICATION FOR PRE-TRADING APPROVAL

To,

 

The Compliance Officer,

Stove Kraft Limited.

 

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s InsiderTradingPolicy,Iseekapprovaltopurchase/sell/subscribe                                   equity shares of the Company as per details givenbelow:

 

1.

Name of the applicant

 

2.

Designation

 

3.

Number of securities held as on date

 

4.

Folio No. / DP ID / Client ID No.

 

5.

 The proposal is for

(a)      Purchase     of    securities

(b)  Subscriptiontosecurities(c) Sale of securities

6.

Proposed date of trading in securities

 

7.

Estimated     number    of    securities purchased/subscribed/sold

proposed

to

be

 

8.

Current market price (as on date of application)

 

9.

Whether the proposed transaction will be through stock exchange or off-market trade

 

10.

Folio No. / DP ID / Client ID No. where the securities will be credited / debited

 

           

 

I enclose herewith the Undertaking signed by me.

Signature:                                  

Name: Date :

 

Annexure 2

 UNDERTAKING TO BE ACCOMPANIED WITH THE APPLICATION FOR PRE- CLEARANCE

To,

 

The Compliance Officer,

Stove Kraft Limited

I,                                                                      ,                                                       of the Company residingat                                                                           , am desirous oftrading in    shares of the Company as mentioned in myapplicationdated                  for pre-clearance of thetransaction.

IfurtherdeclarethatIamnotinpossessionofanyunpublishedpricesensitiveinformationup to the time of signing thisUndertaking.

IntheeventthatIhaveaccesstoorreceiveanyunpublishedpricesensitiveinformationafter the signing of this undertaking but before executing the transaction for which approval is sought, I shall inform the Compliance Officer of the same and shall completely refrain from trading in the securities of the Company until such information becomespublic.

I declare that I have not contravened the provisions of the Rules as notified by the Company from time to time.

IntheeventofthistransactionbeinginviolationoftheRulesortheapplicablelaws,(a)Iwill, unconditionally,release,holdharmlessandindemnifytothefullestextent,theCompanyand itsdirectorsandofficers,(the‘indemnifiedpersons’)foralllosses,damages,fines,expenses, suffered by the indemnified persons, (b) I will compensate the indemnified persons for all expensesincurredinanyinvestigation,defense,crisismanagementorpublicrelationsactivity in relation to this transaction and (c) I authorize the Company to recover from me, the profits arising from this transaction and remit the same to the SEBI for credit of the Investor Protection and Education Fund administered by theSEBI.

Iundertaketosubmitthenecessaryreportwithintwodaysofexecutionofthetransaction/a ‘Nil’ report if the transaction is notundertaken.

If approval is granted, I shall execute the trade within seven days of the receipt of approval failing which I shall seek pre-clearance afresh.

I declare that I have made full and true disclosure in thematter.

Signature:____________________

Name:

Date :

 

Annexure 3

DISCLOSURE OF TRANSACTIONS

(To be submitted within 2 days of transaction / trading in securities of the Company)

 

To,

 

The Compliance Officer, Stove Kraft Limited.

I hereby inform that I

  • have not bought / sold/ subscribed any securities of theCompany
  • havebought/sold/subscribedto securities as mentioned below on                 
    (date)
    (strike out whichever is not applicable)

Name of holder

No. of securities

traded

Bought / sold /

subscribed

DP        ID/Client

ID/Folio No.

Price (Rs.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


IdeclarethattheaboveinformationiscorrectandthatnoprovisionsoftheCompany’sRules and/or applicable laws/regulations have been contravened for effecting the above said transactions(s).

 

Signature:                                  

Name: Date :

 

Annexure 4

FORM A

SEBI (Prohibition of Insider Trading) Regulations, 2015

[Regulation 7 (1) (a) read with Regulation 6 (2) – Initial disclosure to the company]

 

Name of thecompany:                                                                       

ISIN of thecompany:                                                                       

DetailsofSecuritiesheldbyPromoter,KeyManagerialPersonnel(KMP),Directorandother such persons as mentioned in Regulation6(2)

 

Name, PAN, CIN/DIN &

Category of

Securities held as on the date of regulation

% of Shareholding

address with contact

Person

coming into force

nos.

(Promoters/ KMP

 

 

/

 

 

Directors/immedi

 

 

 

 

ate relative

Type of security (For eg. –

No.

 

to/others etc)

Shares, Warrants,

 

 

 

Convertible Debentures

 

 

 

etc.)

 

 

 

 

 

 

 

 

 

 

 

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015. 

Details of Open Interest (OI) in derivatives of the company held by Promoter, Key ManagerialPersonnel(KMP),DirectorandothersuchpersonsasmentionedinRegulation 6(2)

 

Open Interest of the Future contracts held as on the date of regulation coming into force

Open Interest of the Option Contracts held as on the date of regulation coming into force

Contract Specifications

Number of units(contracts

* lot size)

Notional value in Rupee terms

Contract Specifications

Number of units(contracts

* lot size)

Notional value in Rupee terms

 

 

 

 

 

 

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options

 

Name & Signature:______________

Designation:

Date:

Place:

Annexure 5

FORM B

 

SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (1) (b) read with Regulation 6(2) – Disclosure on becoming a

director/KMP/Promoter]

 

Name of thecompany:                                                                  

ISIN of thecompany:                                                                  

Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter of a listed company and other such persons as mentioned in Regulation 6(2).

 

Name, PAN,

Category of

Date of

Securities held at the time of

% of

CIN/DIN & Address

Person

appointment of

becoming

Shareholding

with contact nos.

(Promoters/

Director /KMP

Promoter/appointment of

 

 

KMP /

OR Date of

Director/KMP

 

 

Directors/

immediate

becoming

 

 

 

relative to/others etc.)

Promoter

 

 

Type of security (For eg. –Shares,

No.

 

 

 

Warrants,

 

 

 

 

 

Convertible

 

 

 

 

 

Debentures etc.)

 

 

 

 

 

 

 

 

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Details of Open Interest (OI) in derivatives of the company held on appointment of Key Managerial personnel (KMP) or Director or upon becoming a Promoter of a listed company and other such persons as mentioned in Regulation 6(2).

 

Open Interest of the Future contracts held at the time of becoming Promoter/appointment of

Director/KMP

Open Interest of the Option Contracts held at the time of becoming Promoter/appointment of Director/KMP

Contract specifications

Number of units(contracts

* lot size)

Notional value in Rupee terms

Contract specifications

Number of

units (contracts * lot size)

Notional value in Rupee terms

 

 

 

 

 

 

 

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options

Name & Signature:

Designation:

Date:

Place:

 

 

Annexure 6

FORM C

 

SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with Regulation 6(2) – Continual disclosure] Name of thecompany:                            

ISIN of thecompany:                                                                    

Details of change in holding of Securities of Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2).

 

Name, PAN, CIN/DIN, &

address with contact nos.

Category of Person (Promoters/

KMP /

Director s/immediate relative to/other s etc.)

Securities held prior to acquisition/disposal

Securities acquired/Disposed

Securities held post acquisition/disposal

Date of allotment advice/ acquisition of shares/ sale of shares specify

Date of intimation to company

Mode of acquisition      / disposal                  (on market/public/ rights/ preferential offer     /                  off market/    Inter- se

transfer, ESOPs

etc.)

Type of security (For eg.

– Shares, Warrants

,

ConvertibleDebentures etc.)

No. and % of shareholding

Type of security (For eg.

Shares, Warrants, Convert ibleDebentures etc.)

No.

Value

Transact ion Type (Buy/ Sale/ Pledge / Revoke/ Invoke)

Type of security (For eg.

– Shares, Warrants

,

ConvertibleDebentures etc.)

No. and % of shareholding

From

To

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

 

Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2).

 

Trading in derivatives (Specify type of contract, Futures or Options etc)

Exchange on which the trade was executed

Type of contract

Contract specifications

Buy

Sell

 

Notional Value

Number of units (contracts * lot size)

Notional Value

Number of units (contracts * lot size)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: In case of Options, notional value shall be calculated based on Premium plus strike price of options.

 

Name & Signature:

Designation:

Date:

Place:

 

Annexure 7

FORM D (Indicative format)

SEBI (Prohibition of Insider Trading) Regulations, 2015 Regulation 7(3) – Transactions by Other connected persons as identified by the company

 

Details of trading in securities by other connected persons as identified by the company

 

Name, PAN, CIN/DIN,

& address with contact nos. of other connected persons as identified by the company

Connect ion with company

Securities held prior to acquisition/dispsal

Securities acquired/Disposed

Securities held post acquisition/disposal

Date of allotment advice/ acquisition of shares/ sale of shares specify

Date of intimation to company

Mode of acquisition/dispos al (on market/public/ rights/ Preferentialoffer

/ off market/Interse transfer, ESOPs etc. )

Type of security (For eg.

– Shares, Warrants

,

ConvertibleDebentures etc.)

No. and % of share h olding

Type of security (For eg.

Shares, Warrants, Conver t

ibleDebent

ures etc.)

No.

Value

Transaction Type (Buy/ Sale/ Pledge

/ Revoke

/Invoke

)

Type of security (For eg. – Shares, Warrants, Convertible Debentures etc.)

No. and % of shareholding

From

To

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Details of trading in derivatives by other connected persons as identified by the company

 

Trading in derivatives (Specify type of contract, Futures or Options etc)

Exchange on which the trade was executed

Type of Contract

Contract specifications

Buy

Sell

 

Notional Value

Number of units (contracts * lot size)

Notional Value

Number of units (contracts * lot size)

 

 

 

 

 

 

 

 

Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.

 

Name:

Signature:

Place:

STOVE KRAFT LIMITED

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Companies Act, 2013 read with Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, places increased responsibilities on Independent Directors of the Company. In order to enable the Independent Directors to fulfil their responsibilities efficiently and effectively, a familiarisationprogramme(the “ FamiliarisationProgramme”)has been put in place by the Stove Kraft Limited (the “ Company”) to assist them understand details about the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.

The FamiliarisationProgramme FamiliarisationProgrammeThe Schedule IV of the Companies Act, 2013 and the Listing Agreement entered with the Stock Exchanges mandates the Company to familiarize the Independent Directors with the Company.

The orientation and training programsheld aim to enable the Independent Directors to have insights into the Company so as to understand their roles, rights, responsibilities. Further they are afforded every opportunity to familiarize themselves with the Company, its management and its operations and above all the Industry perspective & issues. They are made to interact with senior management personnel and are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry of which it is a part which enable the Directors to contribute significantly to the Company.

The Independent Directors have complete access to the information within the Company. The Board Notes circulated to the Independent Directors and the Presentation being made at the Board Meetings / Committee Meetings would enable the Directors to familiarize with the Company’s strategy, business model, operations, products, finance, risk management, human resources and such other areas of the business of the Company.

The Company conducts an introductory familiarization induction programme when a new Independent Director joins the Board of the Company. The induction programmecomprises a detailed overview of the business verticals of the Company and meetings with business heads / senior leadership team, and with the Chairman, at which time; the Independent Director is familiarized with various aspects of the Company’s business verticals including the industries in which such businesses operate.

The FamiliarisationProgramme will be reviewed and changes made as and when deemed necessary.

STOVE KRAFT LIMITED

POLICY ON EVALUATION OF PERFORMANCE OF DIRECTORS AND THE BOARD

  1. OBJECTIVE:

This Policy aims to:

  • Ensure compliance of the applicable provisions of the Companies Act, 2013 (the “Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended or re-enacted from time to time) relating to the evaluation of performance of the Directors and theBoard
  • achieve good corporate governance as well as sustained long-term value creation forstakeholders.

2. EVALUATION:

  • The Nomination and Remuneration Committee (“NRC”) shall carry out the evaluation of performance of every Director. The evaluation of performance of the Independent Directors (IDs) shall also be carried out by the entire Board of Directors excluding the Director being evaluated. Evaluation performance should be carried out at least once in ayear.
  • While evaluating the performance of the Non-Executive Directors (NEDs), the following parameters shall beconsidered:
  • Attendance at meetings of the Board and Committeesthereof,
  • Participation in Board meetings or Committeethereof,
  • Contribution to strategic decisionmaking,
  • Review of risk assessment and riskmitigation,
  • Review of financial statements, businessperformance.
  • Contribution to the enhancement of brand image of theCompany.
  • While evaluating the performance of the Managing Director and the Whole time Director, the Nomination and Remuneration Committee shall always consider the appropriate benchmarks set as per industry standards, the performance of the individual and also of theCompany.

(v) The Company shall provide suitable technical or business related training to the Non-Executive Directors including Independent Directors. Any other need based training shall also be provided.

The evaluation of the Directors and the Board shall be carried out based on the questionnaire and feedback form which forms part as Annexure to this Policy. 

Annexure to the Performance Evaluation Policy

Stove Kraft Limited believes in value for its shareholders through ethical processes & integrity. The board plays a very important role in ensuring that the company performance is monitored and timely inputs are given to enhance its performance and set the right direction for profitable growth fully complying with relevant regulation requirements. As a board member request you to rate your experience on the following (1 being lowest and 5 being highest)–

 

Board Responsibility

 

Question

 

Rating

 

Remarks

 Strategy

 Board effectively provides strategic direction to the company.

 Board provides effective direction on key decisions impacting the performance of the company

Board effectively reviews the financial performance of the company and suggests corrective actions

 Board advises on business investments and M&A’s to benefit company growth and profitability.

 The Board effectively mentors the senior members of the company besides monitoring the succession plans of senior leaders.

Board ensures that the company values are adequately reflected in the way the company is run.

 Board effectively reviews the risk management framework in the company and provides appropriate direction for corrective actions where necessary.

 Board strives towards adapting best practices in governance while also fully complying with the laws of land.

 The process for setting the board agenda is transparent, realistic to the current needs and meeting material is shared well in time.

The frequency and duration of the board meetings are adequate to ensure a proper discharge of all the responsibilities.

Overall board meeting is held in open and objective manner where there is adequate opportunity for members to share their views.

 

 

 Performance Management

 

 

 

 

Execution, Investments and M&A

 

 

 Organization Health and Talent Management

 

 

 

 

 Risk Management

 

 

Core Governance & Compliance

 

 

 Support to the Board

 

 

 

 

 Overall

 

 


Overall Feedback to improve the Board effectiveness further:-

 

 Board MemberFeedback

 

Stove Kraft Limited (the “Company”) believes in value for its shareholders through ethical processes & integrity. The board plays a very important role in ensuring that the company performance is monitored and timelyinputsaregiventoenhanceitsperformanceandsettherightdirectionforgrowth.Henceitisimportant that every individual Board Member effectively contributes in the Boarddeliberations.

Feedback Recipient’sName:_                                                       _

Kindly rate the recipient on the scale of 1 to 5 (1 being least effective and 5 being highly effective) –

 

Question

    Rating

     Remarks

Participates in the board meetings actively

 

 

Participates in the board meeting consistently.

 

 

Prepares adequately for the board meetings

 

 

Contributes to strategy and other areas impacting company performance

 

 

Brings his/her experience and credibility to bear on the critical areas of  performance of the organization

 

 

Keeps updated knowledge of his/her area of expertise

 

 

Communicates in open and constructive manner.

 

 

Gives fair chance to other members to contribute, participates actively in the discussions and is consensus oriented.

 

 

Helps create positive image of the company and helps the company  wherever possible.

 

 

 Actively contributes toward positive growth of the organization

 

 

Conducts himself/herself in a manner that is ethical and consistent with the laws of the land.

 

 

 

Overall Feedback to improve effectiveness further:-

DIVIDEND DISTRIBUTION POLICY

Of

STOVE KRAFT LIMITED

As per

(SEBI)LODR 2015 REGULATIONS

 

  1. Background :

This Policy is formulated in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 introduced on 8th July 2016. This policy will be effective from 21.09.2018, being the date of its approval by the Board of Directors of the Company.

  1. Objective :

The objective of this Policy is to lay down the criteria and parameters that are to be considered by the Board of Directors of the Company while deciding on the declaration of Dividend from time to time. This Policy is applicable to dividend declared/recommended on the equity shares of the Company.  

  1. Parameters to be considered for declaration of Dividend :

The Board of Directors may declare interim dividend / recommend final dividend for consideration of shareholders of the Company.

As in the past, subject to the provisions of applicable laws, the Company’s dividend pay-out will be determined by the Board of Directors from time to time based on the available financial resources, investment requirements and other factors more fully described hereunder. Subject to these parameters, the Company would endeavour to maintain a total dividend pay-out ratio (dividend inclusive of any tax on distribution of dividend in the hands of the Company) of about 15% of the annual standalone profits after tax after adjusting for payment of preference dividend, if any.

The Board of Directors of the Company will consider the following parameters while recommending / declaring Dividend:

3.1       Financial Parameters / Internal Factors:

  1. Standalone / net operating profit after tax;
  1. Operating cash flow of the Company for the year;
  1. Liquidity position, aggregate Debt of the Company (both standalone and consolidated), debt service coverage position etc.;
  1. Loan repayment and Working capital requirements;
  1. Capital expenditure requirements;
  1. Resources required for funding acquisitions, mergers and / or new businesses;
  1. Cash flow required for meeting tax demands and other contingencies;
  1. Regulatory (and growth requirement of) Capital Adequacy;
  1. Regulatory (and growth requirement of) Solvency;
  1. Trend of dividends paid in the past years;
  1. Dividend receipt from subsidiaries;
  1. Any windfall, extra-ordinary or abnormal gains made by the Company; &
  1. Any other factor not explicitly covered above but which is likely to have a significant impact on the Company.

 

  • External Factors:
  • Prevailing legal requirements, regulatory restrictions laid down under the applicable laws including tax laws and changes made in accounting laws;
  • Dividend pay-out ratios of companies in the same industry; &
  • Any other factor that has a significant influence / impact on the Company’s working / financial position of the Company.

The Board of Directors may additionally recommend special dividend in special circumstances.

  1. Circumstances under which the shareholders may not expect Dividend:

The shareholders of the Company may not expect Dividend under the following circumstances:

  • In the event of inadequacy of profits or whenever the Company has incurred losses;
  • Significant cash flow requirements towards higher working capital requirements / tax demands / or others, adversely impacting free cash flows;
  • An impending / ongoing capital expenditure program or any acquisitions or investment in joint ventures requiring significant allocation of capital;
  • Allocation of cash required for buy-back of securities;
  • Any of the above referred internal or external factors restraining the Company from considering dividend;
  1. Utilization of retained earnings:

The Company may declare dividend out of the profits of the Company for the year or out of the profits of any previous year or years or out of the free reserves available for distribution of Dividend, after having due regard to the parameters laid down in this Policy. Profits retained in the business will be invested in the business / operations of the Company and may be used for augmenting working capital, repayment of borrowings, funding capital expenditure / acquisition(s) and for all other corporate purposes

  1. Parameters to be adopted with regard to various classes of shares:
  • Presently, the Authorised Share Capital of the Company is divided into equity shares of Re.10/- each. At present, the issued and paid-up share capital of the Company comprises only equity shares.
  • The Company shall first declare dividend on outstanding preference shares, if any, at the rate of dividend fixed at the time of issue of preference shares and thereafter, the dividend would be declared on equity shares.
  • Currently, the Company has issued one class of equity shares with equal voting rights. As and when the Company issues different class of shares, the Board of Directors may suitably amend this Policy.
  1. Procedure:
  • The dividend proposal placed before the Board for consideration shall be in terms of this Policy.
  • The Company shall ensure compliance of provisions of applicable Laws and this Policy in relation to Dividend declared by the Company.
  1. Disclosure:
  • The Company shall make appropriate disclosures as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
  1. General:
  • This Policy would be subject to revision/amendment in accordance with the guidelines as may be issued by Ministry of Corporate Affairs, Securities Exchange Board of India or such other regulatory authority as may be authorized, from time to time, on the subject matter
  • The Company reserves its right to alter, modify, add, delete or amend any of the provisions of this Policy.
  • In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

Corporate Social Responsibility Policy

 

  1. CONCEPT AND VISION

The Company intends to make a positive difference to society and contribute its share towards the social cause of betterment of society and area in which companies operates. The Company also believes in the trusteeship concept. This entails transcending business interests and working towards making a meaningful difference to the society.

In this regard, the Company has made this policy which encompasses the Company’s philosophy for delineating its responsibility as a Corporate Citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large and titles as the “ Corporate Social Responsibility (CSR) Policy” which is based as per the Companies Act, 2013 and rules made there under.

  1. Definitions
  • Board means Board of Directors of the Company.
  • Corporate Social Responsibility (CSR) means and includes but is not limited to:-
  • Projects or programs relating to activities specified in Schedule VII to the Companies Act, 2013; or
  • Projects or programs relating to activities undertaken by the Board of Directors of the Company in pursuance of the recommendation of the CSR Committee and approved by the Board as per this policy.
  • CSR Committee means Corporate Social Responsibility Committee constituted by the Board pursuant to section 135 of the Companies Act, 2013.
  • Company means Stove Kraft Limited.
  • Net Profit means the net profit of the Company as per its financial statement prepared in accordance with the applicable provisions of the Companies Act, 2013, but shall not include the followings, namely

1) Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise, and

 2) Any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Companies Act, 2013.

Words and expressions used in this policy and not defined herein but defined under the Companies Act, 2013 shall have the same meanings respectively assigned to them.

 

III. CONSTITUTION, COMPOSITION AND SCOPE OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

A .Constitution and composition of the CSR Committee :

The CSR initiatives/activities of the Company will be identified and initiated by the CSR Committee comprising of 3 (three) or more members out of which at least one Director shall be an Independent Director.

 The members of the CSR Committee shall elect one of them as the Chairman of the Committee. The CSR Committee shall recommend to the Board the amount of expenditure to be incurred by the Company on CSR activities and the Board will ensure that the activities as are included in the CSR Policy are undertaken by the Company subject to and in accordance with the provisions of section 135 of the Companies Act, 2013.

 The composition of CSR Committee shall be disclosed in the Board’s report.

B .Scope of the CSR Committee

The CSR Committee has been set up to;

  • Formulate and recommend to the Board, the CSR Policy which shall indicate the activities to be undertaken by the Company as detailed in the Schedule VII to the Act
  • Recommend the amount of expenditure to be incurred on the activities referred to in the CSR Policy
  • Monitor the implementation of CSR projects or programs or activities undertaken by the Company, on CSR Policy from time to time

C .Modalities of execution of the CSR Projects:

 The modalities of the execution of the CSR projects or programs and their implementation along with the monitoring process of such projects or programs as decided by the CSR Committee.

 

IV CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Company shall upon the recommendation of its CSR Committee and with necessary approval of the Board, undertake any one or more of the following activities, as part of its corporate social responsibility initiative, which are defined in Schedule VII of the Companies Act 2013;

  1. Eradicating hunger, poverty and malnutrition;
  2. Promoting and improving health care including preventive, maternal health care and sanitation and making available safe drinking water;
  3. Promoting education, including special education;
  4. Providing employment, enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
  5. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
  6. Combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other diseases;
  7. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;
  8. Reducing child mortality;
  9. Protection of national heritage, art and culture including restoration of heritage buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts:
  10. Some business projects;
  11. Promote and development of sports and sporting activities including for the physically challenged or differently abled;
  12. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women; 13. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  13. Rural development projects. Provided that, the CSR projects and programs or activities that benefit only the employees of the Company and their relatives shall not be considered as CSR activities.

 Also, the CSR activities undertaken in India only will be taken into consideration, in order to satisfy the requirement of section 135 of the Companies Act 2013. Also contribution of any amount directly or indirectly to any political party under section 182 of the Act shall not be considered as CSR activity.

 

  1. IMPLEMENTATION AND RESOURCES FOR THE CSR ACTIVITIES
  • For achieving its CSR Initiatives and Activities through implementation of meaningful & sustainable CSR programs, the Company needs to allocate, in every financial year, at least 2% (two per cent) of the average net profit made by the Company during the three immediately preceding financial years. The average net profit of the Company shall be calculated in accordance with section 198 of the Companies Act 2013.
  • If in case the Company fails to spend such amount, the Board shall, in its report made under clause (o) of sub-section (3) of section 134, specify the reasons for not spending the prescribed amount.
  • The surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.
  • CSR expenditure shall include all expenses including contribution to corpus for projects or programs relating to CSR activities approved by the Board on the recommendation of CSR Committee, but should not include any expenditure on an item not in conformity or not in line with the activities which fall within the purview of Schedule VII of the Act.

Vl.  CSR Reporting & Display of CSR Policy

 The report of the Board of Directors of the Company shall include an annual report on CSR activities in the prescribed format and the Company shall also display the CSR policy on its official website.

CODEOFCONDUCTFORDIRECTORSANDSENIORMANAGEMENT

OF

STOVE KRAFT LIMITED

Stove Kraft Limited(the “ Company”) commitment to ethical and lawful business conduct is a fundamental shared value of the Board of Directors, the Senior Management and all other employees of theCompany.

Consistent with its Values and Beliefs, the Board of Directors of the Company has formulated the following Code of Conduct as a guide in pursuance of Regulation 17 (5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations”) and other applicable provisions (including any statutory enactments / amendments thereof). The Code does not attempt to be comprehensive or cover all possible situations. It encourages the team to take positive actions, which are not only commensurate with the Values and Beliefs, but are also perceived to be so

This Code of Conduct is applicable to the Directors and Senior Management personnel which includes key managerial personnel as defined under the Company’s Act, 2013 and executives who are in the grade of GeneralManager and above; all executives directly reporting to the Chief Executive and Company Secretary.. The Company expects all the aforesaid personnel to which the Code applies to implement the Code in its true spirit and in case of any doubt or confusion, to consult his/her immediate superior, the head of HR or the CEO asrelevant.

The Policy shall be effective from the date of commencement of trading in Company’s shares at the BSE Limited and the National Stock Exchange of India Limited.

In performing their functions, the directors and senior management of the Company shall:

  • act honestly, diligently and in good faith and integrity in all  their  dealings with and for theCompany.
  • not use any confidential information obtained by them in the course of their official duty, whether from the Company or otherwise, for personal gain, or use / allow the use of such information for the financial benefit for any other person.
  • not engage in any business, relationship or activity, which might  detrimentally conflict with the interest of theCompany.
  • maintain the principle of need to know and also confidentiality of all material non-public information about the Company, its business and affairs.
  • abide by all applicable laws and regulations including the Company's Prohibition of Insider Tradingcode.
  • not use their status to seek or accept any personal gains or favours  from those doing or seeking to do business with the Company or from other employees of thecompany.
  • not accept gifts in cash or kind, either by themselves or by their close family members, particularly if this is likely to lead to a business relationship with  the Company. (However, an exception to this may be made  for  non-cash  gifts up to a value of Rs.2000/, and for items that can be reciprocated such as tickets to events, business meals etc. If refusing a gift beyond this value,  would affect a relationship with the company, the gift may be accepted and handed over to theCompany.)
  • not share any information regarding the Company, its business and/or affairs withmediawithoutthepriorapprovaloftheCorporateDisclosureOfficer.
  • not employ any of their relatives or deal with them on Company’s behalf without proper authorization, obtained after disclosing theirrelationship.
  • treat all employees with dignity, respect and concern and treat them on  parity at alltimes.
  • not to use the assets of the Company for personal use

In addition, in performing their Board and Board Committee functions, the directors shall:

  • not hold position of Director/Advisor with a competitorcompany.
  • inform the Chairman of changes in their interests that may interfere with their ability to perform their duties, and in the case of “independent directors”, impact their independence as a Boardmember.

Further, in terms of the Companies Act, 2013, independent directors of the Company shall perform the following duties:

  • undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with theCompany.
  • seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional  advice  and  opinion of outside experts at the expense of theCompany.
  • strive to attend all meetings of the Board of Directors and of the Board committees of which he is amember.
  • participate constructively and actively in the committees of the Board in which they are chairpersons ormembers.
  • strive to attend the general meetings of theCompany.
  • where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to  the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Boardmeeting.
  • keep themselves well informed about the Company and the external environment in which itoperates.
  • not to unfairly obstruct the functioning of an otherwise proper Board or Board Committee.
  • pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of theCompany.
  • ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses suchmechanismarenotprejudiciallyaffectedonaccountofsuchuse.
  • report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conductpolicy.
  • acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and itsemployees.
  • not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required bylaw.
  • Comply with the Code of Independent Directors as specified in Schedule IV of the Companies Act, 2013.

This Code embodies the belief that acting always with the Company’s legitimate interest in mind and being aware of the Company’s responsibility towards its stakeholders is an essential element of the Company’s long-term excellence.All Directors and senior management personnel shall affirm compliance with this Code on an annualbasis.Any violation of the Code shall be reported to the Chairman of the Board and to the Compliance Officer of the Company. The Code of Conduct shall be posted on the website of the Company. The Annual Report of the company shall contain a declaration to this effect signed by the CEO.

The Board of Directors of the Company, subject to applicable laws, may amend, suspend or rescind this Policy at any time. The Board may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy.

In the event of any conflict between the provisions of this policy and of the applicable law dealing with the related party transactions, such applicable law in force from time to time shall prevail over this policy.

 

 

* * *

STOVE KRAFT LIMITED

BOARD DIVERSITY POLICY

 

  1. P URPOSE

This Board Diversity Policy (‘ Policy ’) sets out the approach to diversity on the Board of Directors (‘ Board ’) of Stove Kraft Limited (Stove Kraft).

The policy is framed in compliance with the provisions of Regulations 19(4) read with Part D of the Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “‘ SEBI Listing Regulations”’), which sets out a framework to promote diversity on the Board.

This Policy was approved by the Board of the Company at its meeting held on [●], 2018.

This Policy will be effective from the date of listing of the equity shares of the Company on BSE Limited and National Stock Exchange of India Limited.

 

  1. S COPE

This Policy applies to the Board. It does not apply to employees generally.

 

  1. P OLICYS TATEMENT

 

Stove KraftrecognizesandembracestheimportanceofadiverseBoardinitssuccess.Stove Kraft believes that a truly diverse Board will leverage differences in thought, perspective, knowledge,skill,regionalandindustryexperience,culturalandgeographicalbackground, age, ethnicity, race and gender, which will ensure that Stove Kraft retains its competitive advantage.

Stove KraftbelievesthatadiverseBoardwillcontributetotheachievementofitsstrategicand commercial objectives, including to:

  • drive business results;
  • make corporate governance moreeffective;
  • enhance quality and responsible decision makingcapability;
  • ensure sustainable development;and
  • enhance the reputation ofStove Kraft.

TheNominationandRemunerationCommittee(the “ Committee”)isresponsibleforreviewing and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Boardpositions.

WhileallappointmentstotheBoardwillcontinuetobemadeonmerit,theCommitteewill considerthebenefitsofdiversity(includingbutnotlimitedtotheattributeslistedabove)in identifyingandrecommendingpersonsforBoardmembership,aswellasinevaluatingthe Board and its individualmembers.

Further, the Committee will ensure that no person is discriminated against on grounds of religion, race, gender, pregnancy, childbirth or related medical conditions, national origin or ancestry, marital status, age, sexual orientation, or any other personal or physical attribute which does not speak to such person’s ability to perform as a Board member.

 

Accordingly, the Committee shall:

  • assess the appropriate mix of diversity, skills, experience and expertise required on the Board and assess the extent to which the required skills are represented on the Board,
  • make recommendations to the Board and ensure transparency in relation to appointments, and maintain an appropriate mix of diversity, skills, experience and expertise on the Board,and
  • periodicallyreviewandreporttotheBoardrequirements,ifany,inrelationtodiversity on theBoard.
  • ensure that no person is discriminated against on grounds of gender, marital status, age, religion, race, medical condition, national origin or ancestry or any other personal or physical attribute which does not speak to such person’s ability to perform as a Board Member.

The Board shall have an optimum combination of executive, non-executive and Independent Directors in accordance with requirements of the Articles of Association of Stove Kraft, the Companies Act, 2013(the “ Companies Act”), the SEBI Listing Regulations and the statutory, regulatory and contractual obligations of Stove Kraft.

TheeffectiveimplementationofthisPolicyrequiresthatshareholdersareabletojudgefor themselves whether the Board as constituted is adequately diverse. To this end, Stove Kraft shall continue to provide sufficient information to shareholders about the size, qualifications and characteristics of each Boardmember.

 

  1. R ESPONSIBILITY AND R EVIEW

The Committee will review this Policy periodically and recommend appropriate revisions to the Board.The Board may amend, abrogate, modify or revise any or all provisions of this Policy. However, amendments in the Companies Act or in the SEBI Listing Regulations shall be binding even if not incorporated in this Policy.

 
   

 

 

 

POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

{Pursuant to SEBI (Listing Obligations and Disclosure Requirements), 2015}

 

 
   

 

 

STOVEKRAFT PRIVATE LIMITED

(Policy for preservation of documents and archival of documents)

  1. Introduction

 

This policy is primarily framed based on Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “ Listing Regulations”), the Companies Act, 2013 and the rules made thereunder (together with the Companies Act, 2013, the “ Companies Act”). Archival Policy as referred to in Regulation 30 (8) of the Listing Regulations forms part of this Policy. This policy is intended to ensure compliance particularly with the Listing Regulations and the applicable provisions of Companies Act. The Policy shall be effective from the date of commencement of trading in Company’s shares at the BSE Limited and the National Stock Exchange of India. This Policy shall also be posted on the web-site of the Company.

 

2. Purpose of the Policy

 

Regulation 9 of the Listing Regulations mandates that a listed entity shall have a policy for preservation of documents, approved by its board of directors, classifying them in at least two categories as follows-

  1. Documents whose preservation shall be permanent in nature;
  2. Documents with a preservation period of not less than eight years after completion of the relevant transactions.

 

Provided that the Company may keep documents specified in clauses (a) and (b) in electronic mode.

 

Further Regulation 30 (8) of the Listing Regulations also refers to an archival policy as per which all events or information which has been disclosed to stock exchange(s) under regulation 30 shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the archival policy of the company, as disclosed on its website.

 

Besides the above, as per applicable provisions of Companies Act certain documents must be preserved permanently or up to a certain prescribed time.

 

Accordingly this policy has been framed keeping in view particularly the requirements of Listing Regulations and the provisions of Companies Act. Any future changes in the Listing Regulations and the Companies Act will, ipso facto, apply to this Policy. The Policy has been approved by the Board of Directors in its meeting held on [●], 2018.

 

3. Policy

 

  • 3.1 - Preservation of documents

 

  • (A) Preservation of Documents with specific reference to the Companies Act and Listing Regulations

 

  1. Documents whose preservation shall be permanent in nature :

All those documents which are required to be preserved permanently in accordance with the provisions of applicable Act, Rules, Regulations, Guidelines, Circulars, Notifications etc. as may be applicable on the Company from time-to-time shall be preserved permanently. Details of documents whose preservation shall be permanent in nature is listed in Annexure–A. All modifications, amendments, additions, deletions, etc. to such documents shall also be preserved permanently by the Company.

 

  1. Documents with preservation period of not less than eight years after completion of the relevant transactions :

All those documents which are required to be preserved in accordance with the provisions of applicable Act, Rules, Regulations, Guidelines, Circulars, Notifications etc. for a period of not less than eight years after completion of the relevant transactions shall be preserved accordingly. All documents/information furnished to the stock exchanges in compliance with the Listing Regulations, submitted to the Registrar of Companies and/or Ministry of Corporate Affairs in compliance with the Companies Act and Attendance Register for Board Meetings and recording of attendance of Meetings through Electronic Mode shall be preserved for a minimum period of eight years from the end of the financial year in which the documents/information is furnished/submitted or such meeting is held. Detail of these documents/information including any other documents/information with preservation period of not less than eight years after completion of the relevant transactions is listed in Annexure–B. All modifications, amendments, additions, deletions to such documents shall also be preserved for a term not less than eight years from the date of such modification, deletion, etc.

 

  1. Documents with preservation period other than those mentioned in (1) and (2) above :

All those documents which are required to be preserved in accordance with the provisions of applicable Act, Rules, Regulations, Guidelines, Circulars, Notifications etc. for a preservation period of other than those mentioned in 1 & 2 above shall be preserved accordingly.

 

Notwithstanding the categories mentioned above, care should be taken by the respective departments to ensure that records of special nature such as unsatisfied claims by or against the Company, suits pending in courts, tribunals, quasi-judicial for a and other mediation and alternate dispute fora, industrial disputes, etc. are preserved according to specific needs and even beyond the prescribed period.

 

Also, in the case of statutory records such as licenses, certificates, sanctions, approvals, etc., from government/ statutory bodies, care should be taken to maintain and preserve the records in accordance with the specific guidelines/instructions, if any, by the issuing authority.

 

(B) Documents to be made available on the website of the Company as required by the Companies Act and the Listing Regulations

 

  1. The Company is to maintain a functional website containing
  • the basic information about the Company,
  • all Information and/or documents as specified in the applicable provisions of Companies Act,
  • all Information and/or documents as specified in Regulation 46 (2) of the Listing Regulations,
  • all Information and/or documents as mentioned in Regulation 30 of the Listing Regulations on Material Events,
  • all other Information and/or documents as required under Listing Regulations,

 

  1. The Company shall ensure that contents of the website are
  1. The Company shall update any change in the content of its website within two working days from the date of such change in
  1. Information and/ or Documents that need to be made available under Regulation 30 of the Listing Regulations shall be made available on the website simultaneously with disclosure to Stock

  2. The information and/or documents uploaded on the website shall be available for current financial year and for the preceding five financial
  1. Information and/ or Documents shall be arranged under proper heads and sub heads in such a manner that they can easily be located/ searched by the viewers,
  • The information and/or documents may be arranged financial year wise with further segregation into four quarters of the financial
  • All policies etc. or the information/ documents of a general nature can be clubbed together at one

 

  3.2 - Archival of Documents mentioned in Clause (A) & (B) of Clause 3.1


Documents mentioned in sub clause (A) & (B) of Clause 3.1 above shall be maintained/ preserved in the following manner:

Documents maintained in physical form:

  1. All information and/or documents pertaining to current financial year and for one preceding financial year shall be kept handy and maintained in such a manner that their retrieval is easy and
  1. All documents pertaining to the period prior to one preceding financial year, shall be kept in good condition at least up to the minimum period specified for their maintenance / preservation in Annexures attached hereto. The said records be also maintained in such a manner that their retrieval is easy and

Documents maintained in electronic form:

  1. All documents pertaining to current Financial year and for one preceding financial year shall be maintained on server and Backup be maintained on scheduled time and day. The documents shall be maintained in such a manner that their retrieval is easy and

 

  1. Back up of all documents pertaining to the period prior to one preceding financial year shall also be maintained on server, in good condition at least up to the minimum period specified for their maintenance / preservation. The said records be also maintained in such a manner that their retrieval is easy and

Documents made available on the website of the company:

After the expiry of time mentioned in Clause 3.1 (B) (5) of this policy (i.e. five financial years preceding the current financial year), the information and/or document shall be removed from the main website. The Backup of said information and/or document which is removed from the main website shall be maintained/ preserved in the server for a minimum period of 3 years and after expiry of this period of 3 years the backup may be permanently removed from the server.

 

  3.3 - Destruction of documents mentioned in Sub Clause (A) & (B) of Clause 3.1 of this Policy

Any of the documents mentioned in sub clause (A) & (B) of clause 3.1 of this policy, which are not required to be maintained and preserved permanently shall be destroyed.

If documents / records should not be kept longer than is necessary and should be disposed of at the right time as unnecessary retention of records consumes time, space and equipment use. The documents / records referred to in Annexure B shall be preserved for at least 8 years (or additional period decided by the Company) may be disposed of after the expiry of the periods of their preservation, after the approval of the Board of Directors, General Counsel, Chief Financial Officer or Company Secretary of the Company in accordance with applicable law.

The Company shall maintain a register of disposal of records in the custody of the Compliance Officer of the Company, wherein the brief particulars of the records disposed of shall be entered.

The register of disposal of records shall contain the following columns:

  1. Item Number;
  2. Brief Particulars of the records disposed of;
  3. Date of approval for disposal of records;
  4. Date of disposal; and
  5. Mode of destruction

This register of disposal of records shall be maintained permanently by the Company with the assistance of the Compliance Officer either in physical or electronic form.

    4. Amendments and updates

The Board of Directors or any duly authorized committee thereof, can amend this Policy, as and when deemed fit. Any difficulties or ambiguities in the Policy will be resolved by the Board of Directors or such committee in line with the broad intent of the Policy. The Board or such committee may also establish further rules and procedures, from time to time, to give effect to the intent of this Policy. Any or all provisions of this Policy would be subject to revision / amendment in accordance with the Rules, Regulations, Notifications etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities are not consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

 

 

 

------------------------

 

Annexure - A Documents / Record whose preservation shall be permanent in nature

 

Sl. No.

Documents / Records

1

Certificate of incorporation

2

Memorandum and Articles of Association

3

Agreements made by the Company with Stock Exchanges, Depositories, etc.

4

Minute Books of General Meetings, Board and Committee Meetings as per Companies Act and as per the applicable Secretarial Standards

5

Register and Index of Members, debenture-holders, if any or other security holders, if any

6

Register of Contracts as per Companies Act

7

Register of Charges as per Companies Act

8

Register of Investments as per Companies Act

9

Files relating to premises viz. Title Deeds/Lease Deeds of owned premises/land and building, etc. and related Ledger / Register

10

Authorization / licenses obtained from any statutory authority

11

Policies of the Company framed under various regulations

12

Register of disposal of records

13

Annual Reports of the Company

14

Such other records as may be required under any law from time to time

 

Annexure - B Documents / Record to be preserved for a minimum period of eight years

 

Sl. No.

Documents / Records

1

Instrument creating charge or modification (from the date of satisfaction of charge) as per Companies Act

2

Annual Returns as per Companies Act

3

Register of Deposits as per Companies Act

4

Register of Allotment (from the date of each allotment) as per Companies Act

5

Annual financial statements including:

-     Annual accounts

-   Directors report

-   Auditors report

6

Books of accounts including Vouchers / Voucher register as defined under the Companies Act

7

Income Tax Returns filed under Income Tax Act, 1961

8

All notices in form MBP – 1 received from Directors and KMPs along with any amendment thereto

9

Return of declaration in respect of beneficial interest in any share as per Companies Act

10

Copy of newspaper advertisement or publications

11

Compliance Reports received from any statutory authority

12

The postal ballot and all other papers or registers relating to postal ballot including voting by electronic means

13

Disclosure/Return filed under Listing Regulations

14

Office Copies of Notices, Agenda, Notes on Agenda of Board Meetings and Board Committees and other related papers

15

Office Copies of Notices, Scrutinizer’s Report and related papers regarding General Meetings (including AGM)

16

Any other document, certificates, statutory registers which may be required to be maintained and preserved for not less than eight years after completion of the relevant transaction under the Companies Act and/or the Listing Regulations

 

Rajendra Gandhi

Neha Gandhi

Lakshmikant Gupta

Rajiv Mehta Nitinbhai

Shubha Rao Mayya

Bharat Singh

Key Management Personnel

Shashidhar SK is the Chief Financial Officer, Company Secretary and Compliance Officer of our Company. He holds a bachelor’s degree in commerce from Bangalore University. He is a Chartered Global Management Accountant (CGMA) and Fellow Chartered Management Accountant (FCMA) as certified by the Chartered Institute of Management Accountants (“CIMA”). Additionally, he is also a Fellow member of the Institute of Company Secretaries of India and a Fellow of the Institute of Cost Accountants of India. Prior to joining our Company, he worked with WaterHealth India Private Limited as their Chief Financial Officer- Global, Tata Advanced Materials Limited as their Chief Financial Officer and Company Secretary, Craigmore Textiles Private Limited (part of the Inlaks Group), K.G. Gluco Biols Limited and Carrier Transicold India Private Limited. He has over 25 years of experience in the corporate finance and corporate secretarial field. He joined our Company on July 2, 2018.

Venkitesh N. is the Head – Corporate Planning of our Company. He holds a bachelor’s degree in technology from University of Kerala. He has more than 25 years of experience in the manufacturing sector. Prior to joining our Company, he was associated with BPL Limited for 13 years. Venkitesh N. joined our Company on January 4, 2007.

Senthil Kumar R. is the Chief Operating Officer of our Company. He holds a bachelor’s degree in engineering from University of Madras. He has over 30 years of experience in manufacturing. Prior to joining our Company, he worked with BPL Limited. Senthil Kumar R. joined our Company on April 1, 2011

Tamal Krishna Chaudhuri is the President of an internal division of our Company through which our licensed Black & Decker brand business is carried out. He holds a bachelor’s degree in science from Presidency College, Calcutta. He has over 17 years of experience as a manager for various entities. He has previously worked with LML Limited, Shriram Honda Power Equipment Limited, Racold Electrical Appliances Limited and A.O. Smith India Water Products Private Limited. Prior to joining our Company, he was working with HaloSource Technologies Private Limited in the capacity of its managing director.Tamal Krishna Chaudhuri joined our Company on December 1, 2016

Kamal Aneja is the Business Head of the Pigeon division of our Company. He holds a bachelor’s degree in arts from Bhartiya Shiksha Parhad and a post graduate certificate in marketing and brand management from MICA and has completed a senior management programme from Indian Institute of Management, Calcutta. He has over 16 years of experience in sales. Prior to joining our Company, he worked with ECE Industries Limited and Future Retail Limited

Ravikumar Mylsamy is the National Sales Head - Modern Retail of our Company. He holds a bachelor’s degree in mechanical engineering and a master’s degree in business administration from Bharthiar University, Coimbatore. He has over 14 years of experience in Sales. Prior to joining our Company, he worked with Samsung India Electronics Private Limited and Aditya Birla Retail Limited. Ravikumar Mylsamy joined our Company on May 7, 2018

Rohit Mago is the Chief Executive Officer of our Company’s manufacturing unit located at Baddi. He has passed the examination for the bachelor’s degree in science conducted by Government Autonomous Science College, Jabalpur. He also holds a master’s degree in business administration from Rani Durgavati Vishwavidyalya, and a post-graduate certificate in retail management from XLRI Jamshedpur. He has over 18 years of experience in various industries. Prior to joining our Company, he worked with Hindustan Petroleum Corporation Limited for 14 years. Rohit Mago joined our Company on October 10, 2017

Kumaravelu Chandrasekar is the Vice President – Operations of our Company. He holds a provisional certificate for a bachelor’s degree in business administration from Annamalia University, a bachelor’s degree in technology (mechanical) from Institute of Advanced Studies in Education University, and a post graduate diploma in business administration from the Symbiosis Centre for Distance Learning. He has 12 years of experience in the manufacturing sector. Prior to joining our Company, he worked with, inter alia, Carborundum Universal Limited, TVS Motor Company Limited, Sundram Fasteners Limited and Hi-Tech Gears Limited. He joined our Company on January 19, 2018.

Hemant Kumar Kothari is the Chief Business Analyst of our Company. He holds a bachelor’s degree in commerce from the University of Calcutta and a post graduate diploma in management from the Globsyn Business School and, has completed a 152 Franklin Covey course on “The Seven Habits of Highly Effective People”. He has 11 years of experience in planning and corporate affairs. He is an associate of the Institute of Cost and Works Accountants of India and also holds an advanced diploma in management accounting from Chartered Institute of Management Accountants. Prior to joining our Company, he worked with Sahaj eVillage Limited. He joined our Company on May 18, 2015

Ramakrishna Pendyala is a Senior General Manager at our Company. He holds a bachelor’s degree in commerce from Nagarjuna University and has passed the final examination held by the Institute of Chartered Accountants of India. Additionally, he also passed the final examination held by the Institute of Cost and Works Accountants of India. He has more than 10 years of experience in finance and accounting. Prior to joining our Company, he worked with Mann and Hummel Filter Private Limited, PriceWaterhouseCoopers and Areva T&D India Limited. Ramakrishna Pendyala joined our Company on March 26, 2014.

Vivek L. Kulkarni is a Senior General Manager at our Company. He holds a bachelor’s degree in science from Karnatak University and has completed a manufacturing management introduction course from the SANNO Institute of Management. He has more than 32 years of experience as a manager in various industries. Prior to joining our Company, he worked with Lakhanpal National Limited, Eveready Industries India Limited and BPL Limited. Vivek L. Kulkarni joined our Company on February 11, 2013

Manoj N.G. is the National Sales Head – Pigeon division of our Company. He holds a bachelor’s degree in science from the University of Calicut and a post graduate diploma in business administration from Xavier Institute of Management & Entrepreneurship, Bangalore. He has more than 16 years of experience in the durable consumer goods sector. Prior to joining our Company, he worked with Samsung India Electronics Private Limited, Panasonic India Limited, MIRC Electronics Limited, IFB Industries Limited, BPL Limited and TCL India Holdings Private Limited. Manoj NG joined our Company on April 2, 2018

Kiran Prabhakar Joshi is the Business Head – Gilma division of our Company. He holds a bachelor’s degree in commerce in auditing, costing and management from University of Peer Mohammed. He has over 15 years of experience in various industries. Prior to joining our Company, he worked with Melrose Trading Company Limited, F2 Fun & Fitness (India) Private Limited, Pantaloon Retail (India) Limited, Unitech Wireless (Tamil Nadu) Private Limited, Tarz Distribution Private Limited, Dr. Batra’s Franchise Private Limited and Medwell Ventures Private Limited. Kiran Prabhakar Joshi joined our Company on March 12, 2018

Vivek Mishra is the Legal Head of our Company. He holds a bachelor’s degree in commerce from the University of Calcutta, and a master’s degree in commerce from Vidyasagar University. He has also passed the final examination held by the Institute of Company Secretaries of India. Prior to joining our Company, he was associated with Shyam Sel and Power Limited. Vivek Mishra joined our Company on March 21, 2016

Rajendra Gandhi

Corporate Governance

REPORT ON CORPORATE GOVERNANCE OF STOVE KRAFT LIMITED
                (FORMERLY  “STOVE KRAFT PRIVATE LIMITED”)

As at 21.09.2018

1.       Board of Directors

 

(i)   Composition

The Company’s policy is to maintain an optimum combination of Executive & Non-Executive Directors. The Board presently comprises of [ 6] (six )Directors, including Independent Directors. The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experience to the Board. The composition of board of directors is given below:

 

Sr. No.

Name of the Director

Executive / Non-executive

Independent /

Non-independent

1.

Mr.Rajendra Gandhi

Executive

Non-Independent

2.

Mr.Bharat Singh

Non-executive

Nominee

3.

Mr.Lakshmikant Gupta

Non- executive

Independent

4.

Ms.Neha Gandhi

Executive

Non Independent

5.

Mr.Rajiv Mehta Nitinbhai

Non-Executive

Independent

6.

Ms.Shubha Rao Mayya

Non –executive

Independent

(I)     Audit Committee

  • The Company has constituted Audit Committee in accordance with the requirements of SEBI LODR Regulations and the Companies Act, 2013

(ii)  The Composition of the Audit Committee are given below:

 

Sr. No.

Name of the Director (and designation in relation to membership of the committee)

Executive / Non-executive

Independent /

Non-independent

1

Ms.Shubha Rao Mayya

Non –executive

Independent

2

Mr.Rajiv Mehta Nitinbhai

Non-Executive

Independent

3

Mr.Lakshmikant Gupta

Non- executive

Independent

4

Mr.Rajendra Gandhi

Executive

Non-Independent

(II)    Stakeholders Relationship Committee

 

  • The Company has constituted Stakeholders Relationship Committee in accordance with the requirements of SEBI LODR Regulations and the Companies Act, 2013

 

(ii)  The Composition of the Stakeholders Relationship Committee are given below:

 

Sr. No.

Name of the Director (and designation in relation to membership of the committee)

Executive / Non-ex Executive / Non-executive

Independent /

Non-independent

1

Mr.Rajiv Mehta Nitinbhai

Non-Executive

Independent

2

Mr.Rajendra Gandhi

Executive

Non-Independent

3

Ms.Shubha Rao Mayya

Non –executive

Independent

 

 (III) Nomination and Remuneration Committee

(i)   The Company has constituted Nomination and Remuneration Committee of Directors in accordance with the requirements of SEBI LODR Regulations and the Companies Act, 2013

(ii)  The composition of the Remuneration Committee are given below:

 

Sr. No.

Name of the Director (and designation in relation to membership of the committee)

Executive / Non-ex Executive / Non-ex Executive / Non-executive

Independent /

Non-independent

1

Mr.Rajiv Mehta Nitinbhai

Non-Executive

Independent

2

Mr.Lakshmikant Gupta

Non- executive

Independent

3

Ms.Shubha Rao Mayya

Non –executive

Independent

 

(IV)  Corporate Social Responsibility (CSR) Committee

(i)   The Company has a constituted a CSR Committee of Directors in accordance with the requirements of the Companies Act 2013.

(ii)  The composition of the CSR Committee are given below:

 

Sr. No.

Name of the Director (and designation in relation to membership of the committee)

Executive / Non-executive

Independent /

Non-independent

1

Mr.Rajendra Gandhi

Executive

Non-Independent

2

Mr.Lakshmikant Gupta

Non- executive

Independent

3

Ms.Shubha Rao Mayya

Non –executive

Independent

 

 

For Stove Kraft Limited

Name

Designation

 

Place: Bangalore

Date:21.09.2018

 

 

Contact Details

Contact Person: Shashidhar SK,
Chief Financial Officer,
Company Secretary and Compliance Officer.
E-mail: cs@stovekraft.com
Website: www.stovekraft.com

Registered and Corporate Office:

81/1, Medamarana Halli Village,
Harohalli Hobli, Kanakapura Taluk,
Ramnagar District, 562 112,
Karnataka, India.
Tel: +91 80 2801 6222
Fax: +91 80 2801 6209

REGISTRAR

Karvy Computershare Private Limited
Karvy Selenium, Tower B
Plot 31-32, Gachibowli
Financial District, Nanakramguda
Hyderabad 500 032
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551

E-mail: stovekraft.ipo@karvy.com
Investor grievance E-mail: einward.ris.ipo@karvy.com
Website: www.karvy.com
Contact Person: M. Murali Krishna
SEBI Registration No.: INR000000221