Policies

VIGIL MECHANISM / WHISTLEBLOWER POLICY OF STOVE KRAFT LIMITED

 

Stove Kraft Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Stove Kraft Limited is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct or violation of law in force.

Section 177 of the Companies Act, 2013 and the rules made thereunder requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. Further, the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, inter alia, provides for all listed companies to establish a mechanism called ‘Whistle Blower Policy’ for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the company’s code of conduct and to freely communicate concerns with respect to illegal or unethical practices that might be being carried out in their companies. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate cases.

Accordingly, Stove Kraft Limited proposes to establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for the same.

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.

OBJECTIVE

This policy seeks the support of Stove Kraft Limited employees, channel partners and vendors to report Significant deviations from key management policies and report any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /conduct etc.

POLICY

The Vigil Mechanism / Whistle Blower policy intends to cover serious concerns that could have a grave impact on the operations and performance of the business of Stove Kraft Limited. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases.

The policy neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and colleagues in general

SCOPE OF THE POLICY

This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, demanding and /or accepting gratification, obtaining a valuable thing without or inadequate consideration from a person with whom he has or may have official dealings, obtaining for self or any other person pecuniary benefits by corrupt or illegal means or abusing his position and other matters or activity on account of which the  interest of the Company is affected and formally reported by whistleblowers concerning its employees.

The employees of the Company are eligible to make Protected Disclosures under the Policy. An employee can avail of the channel provided by this Policy for raising an issue covered under this Policy.

The Policy generally covers malpractices and events which have taken place/suspected to take place involving:

  • Abuse of authority
  • Breach of contract
  • Negligence causing substantial and specific danger to public health and safety
  • Manipulation of Company’s data/records
  • Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports
  • Any unlawful act whether Criminal/ Civil
  • Pilferage of confidential/propriety information
  • Deliberate violation of law/regulation
  • Wastage/misappropriation of Company’s funds/assets
  • Breach of Company Policy or improper practice of the Company’s policies or procedures, failure to implement or comply with any approved Company Policy
  • Willful negligence of assigned duties that could result in damage/loss to the Company

The policy should not be used in place of the Company’s grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

DEFINITIONS

Alleged wrongful conduct” shall mean a violation of law, Infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority”.

Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance guidelines of Listing Agreement and Companies Act, 2013.

Board” means the Board of Directors of the Company.

Chief executive Officer” means the Managing Director of the Company. “Company” means the Stove Kraft Limited.

Code” means Code of Conduct for Directors and Senior Management Executives of Stove Kraft Limited.

Disciplinary Action” means any action that can be taken on the completion of/during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter

Employee” means all the present employees and whole time Directors of the Company

Good Faith” An employee shall be deemed to be communicating in “good faith” if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.

Investigators” means those persons authorized, appointed, consulted or approached by the Vigilance Officer or the Chief Executive Officer and includes the auditors of the Company and the police.

Protected Disclosure” means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative or in the nature of an interpretation/conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

Vigilance and Ethics Officer” means an officer appointed to receive protected disclosures from whistleblowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

Whistle Blower” is an employee or group of employees who make a Protected Disclosure under this Policy and also referred to in this policy as the complainant.

ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

GUIDING PRINCIPLES

To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:

  • Ensure that the Whistleblower and/or the person processing the Protected Disclosure is not victimized for doing so
  • Treat victimization as a serious matter, including initiating disciplinary action, if required, on such person/(s)
  • Ensure complete confidentiality
  • Not attempt to conceal evidence of the Protected Disclosure
  • Take disciplinary action, if anyone destroys or conceals evidence of the Protected Disclosure made/to be made
  • Provide an opportunity of being heard to the persons involved especially to the Subject
  • Disclosure in writing to be sent/ handed over in a sealed cover to the M.D.&C.E.O/Chairman of the Audit Committee

ANONYMOUS ALLEGATION

Whistleblowers must put their names to allegations as follow-up questions and investigation may not be possible unless the source of the information is identified. Disclosures expressed anonymously will ordinarily NOT be investigated

ROLE OF WHISTLEBLOWER

The Whistleblower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

Whistleblowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Moral Inspector or the Chairman of the Audit Committee or the Investigators.

RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted in a closed and secured envelope and should be superscribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not superscribed and closed as mentioned above, it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect the identity of the complainant, the Vigilance and Ethics Officer will not issue an acknowledgment to the complainants and they are further advised not to write their name/address on the envelope and not to enter into any further correspondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officer shall assure that in case any further clarification is required he will get in touch with the complainant.

The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer / Chairman of the Audit Committee/ CEO/ Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee/ CEO/ Chairman in exceptional cases. The contact details of the Vigilance and Ethics Officer is as under:-

Name and Address Vigilance and Ethics Officer of the Company

Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the Chairman of the Company and the Protected Disclosure against the Chairman/ CEO of the Company should be addressed to the Chairman of the Audit Committee. The contact details of the Chairman, CEO and the Chairman of the Audit Committee are as under:

 

Name and Address of Chairman of the Company

Mr.Rajendra Gandhi,

Chairman

203, OLYMPUS 1, PRESTIGE ACROPOLIS NO.20, HOSUR ROAD BANGALORE 560029

 

Name and Address of CEO / MD of the Company

Mr.Rajendra Gandhi,

Managing Director,

203, OLYMPUS 1, PRESTIGE ACROPOLIS NO.20, HOSUR ROAD BANGALORE 560029

 

Name and Address of the Chairman of the Audit Committee

Ms.Shubha Rao Mayya,

Independent Director

No.60/45, 6th cross, Cambridge Layout, Ulsoor, Bangalore 560008

On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman/ CEO / Chairman of the Audit Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action. The record will include:

  1. Brief facts;
  2. Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;
  3. Whether the same Protected Disclosure was raised previously on the same subject;
  4. Details of actions taken by Vigilance and Ethics Officer / Chairman/ CEO for processing the complaint
  5. Findings of the Audit Committee
  6. The recommendations of the Audit Committee/ other action(s).

The Audit Committee, if deems fit, may call for further information or particulars from the complainant.

INVESTIGATION

All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.

The decision to conduct an investigation is by itself not an accusation and is to be treated as a neutral fact-finding process.

Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this regard.

Subject(s) have a right to consult with a person or persons of their choice, other than the Vigilance and Ethics Officer / Investigators and/or members of the Audit Committee and/or the Whistle Blower.

Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and the witness shall not be influenced, coached, threatened or intimidated by the subject(s).

Unless there are compelling reasons not to do so, the subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrongdoing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.

Subject(s) have a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.

The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.

RESPONSIBILITIES OF INVESTIGATORS

a. Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Audit Committee when acting within the course and scope of their investigation.

b. Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.

c. Investigations will be launched only after a preliminary review which establishes that:

i. The alleged act constitutes an improper or unethical activity or conduct, and

ii. Either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may be worthy of management review, but the investigation itself should not be undertaken as an investigation of an improper or unethical activity.

DECISION AND REPORTING

If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations if any.

In case the Subject is the Chairman/CEO of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.

If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.

A complainant who makes false allegations of unethical & improper practices or about the alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures, and policies of the Company.

SECRECY / CONFIDENTIALITY

The Complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall:

  • Maintain confidentiality of all matters under this Policy
  • Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
  • Not keep the papers unattended anywhere at any time
  • Keep the electronic mails/files under password.

All reports and records associated with Protected Disclosures are considered confidential information and access will be restricted to the Whistleblower and Vigilance Officer. Protected Disclosures and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate policy in place at that time

PROTECTION TO WHISTLEBLOWER

If an employee raises a concern under this Policy, he/she will not be at risk of suffering any form of reprisal or retaliation. Retaliation includes discrimination, reprisal, harassment or vengeance in any manner. He/she will not be at the risk of losing her/ his job or suffer loss in any other manner like transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistleblower's right to continue to perform his/her duties/functions including making further Protected Disclosure, as a result of reporting under this Policy.

ACCOUNTABILITIES – WHISTLEBLOWERS

  • Bring to the early attention of the Company any improper practice they become aware of. Although they are not required to provide proof, they must have sufficient cause for concern. Delay in reporting may lead to loss of evidence and also the financial loss for the Company
  • Avoid anonymity when raising a concern
  • Follow the procedures prescribed in this policy for making a Disclosure
  • Co-operate with investigating authorities, maintaining full confidentiality
  • The intent of the policy is to bring genuine and serious issues to the fore and it is not intended for petty disclosures
  • A whistleblower has the right to protection from retaliation
  • Maintain confidentiality of the subject matter of the Disclosure and the identity of the persons involved in the alleged malpractice/violation. It may forewarn the Subject in case any important evidence is likely to be destroyed

In exceptional cases, where the whistleblower is not satisfied with the outcome of the investigation carried out by the Vigilance Officer, he/she can make a direct appeal to the Chief Executive Officer of the Company. Where the whistleblower is not satisfied with the outcome of the investigation carried out the Chief Executive Officer of the Company.

ACCOUNTABILITIES – VIGILANCE OFFICER AND INVESTIGATORS

  • Conduct the enquiry in a fair, unbiased manner
  • Ensure complete fact-finding
  • Maintain strict confidentiality
  • Decide on the outcome of the investigation
  • Recommend an appropriate course of action - suggested disciplinary action, including dismissal, and preventive measures.
  • Minute Investigators’ deliberations and document the final report

RIGHTS OF A SUBJECT

  • Subjects have a right to be heard and the Whistle Officer must give adequate time and opportunity for the subject to communicate his/her say on the matter
  • Subjects have the right to be informed of the outcome of the investigation and shall be so informed in writing by the Company after the completion of the inquiry/ investigation process
  • Subjects have a right to consult with a person or persons of their choice, other than the Investigators and/or the Whistle Blower.
  • Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings. However, if the allegations against the subject are not sustainable, then the Company may see a reason to reimburse such costs

ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

The Whistle Blower shall have the right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

COMMUNICATION

A whistle Blower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the website of the company.

RETENTION OF DOCUMENTS

All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in force, whichever is more.

ADMINISTRATION AND REVIEW OF THE POLICY

The Chief Executive Officer shall be responsible for the administration, interpretation, application, and review of this policy. The Chief Executive Officer also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.

 REPORTS

A quarterly status report on the total number of complaints received during the period, with a summary of the findings of the Vigilance Officer and the corrective actions taken will be sent to the Chief Executive Officer of the Company.

DISCLOSURE IN ANNUAL REPORT

The details of the establishment of the Vigil Mechanism/Whistle Blower Policy shall be disclosed by the Company in its Annual Report in the Board’s Report.

ANNUAL AFFIRMATION:

The Company shall annually affirm that it has not denied access by any Directors or employee to the Audit Committee and that it has provided protection to whistleblower from adverse personnel action. The affirmation shall form part of Corporate Governance report as attached to the Annual Report of the Company. Disclaimer The Company reserves the right to alter, amend or withdraw this Policy either in part or in full based on Management’s discretion.

AMENDMENT

The Board of Directors of the Company shall review the policy periodically and amend or modify this Policy in whole or in part, as required at any time and notify such amendments or modifications to all the employees.

Prevention of Sexual Harassment Policy

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 applies 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 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 internal 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 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 behavior (whether directly or by implication) namely:—
  • physical contact and advances; or
  • a demand or request for sexual favors; 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 about or connected with any act or behavior of sexual harassment may amount to sexual harassment:

  • an 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 health 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 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 a 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 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 offense. Victimizing or retaliating against an employee for bringing a complaint of sexual harassment shall also be treated as a disciplinary offense.

Training

The Company recognizes the importance of training its employees, particularly supervisors and managers, 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 may be unclear about the conduct is 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 regarding this policy at secure@stovekraft.com. The complainant can also submit the hard copy of the complaint to any of the complaint committee member or drop the complaint in the Complaint box placed at the designated place in the organization. A 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 three 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 ten (10) days of receiving a copy of the complaint.
  • The Committee shall then conduct an investigation into the complaint 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 the basis of conciliation In the event the settlement does not conclude or the terms of the 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 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 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 by 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 a 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 track of all cases about 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 about complaints of sexual harassment at work and report the outcome of investigations or enquiries and also the action is 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 to it.

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 the 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 an 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 offense under the Indian Penal Code or under any other law, the 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 taking 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 of this be dealt with 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 warrant for such change(s).

Review of working of the Committee

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 STOVEKRAFT LIMITED

 

I. PURPOSE:

The purpose of the Stakeholders Relationship Committee (the “Committee”) of the Board of Directors (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, the Internal Complaints committee, etc. The Committee shall receive reports 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 such issues.

II.COMMITTEE MEMBERSHIP AND ORGANIZATION:

The Committee shall be appointed by and will serve at the discretion of the Board. The chairperson of 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 the Company.

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

III.MEETINGS AND QUORUM

The Committee shall meet at least four times a year. Either two members or one-third of the members of the committee, whichever is greater shall form the quorum for the meeting of the Committee.

IV.COMMITTEE RESPONSIBILITIES AND AUTHORITY:

  • The Committee shall resolve complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends, approve issue of duplicate certificates and new certificates on split/consolidation/renewal etc., approve transfer/transmission, dematerialization and rematerialization of equity shares in a timely manner and oversee the performance of the Register and Transfer Agents and recommend measures for overall improvement in the quality of investor services.
  • The Committee shall consider and review reports on employee, vendor and customer satisfaction surveys respectively.
  • The Committee shall review the Company’s obligations towards meeting environment, health and safety requisites for the benefit of Stakeholders.
  • The Committee shall perform any other function required under (ii) the Companies Act, 2013 and rules framed thereunder (iii) the equity listing agreement entered into between the Company and the stock exchanges on which its equity shares are listed and (iv) SEBI (Listing obligations and disclosure requirements) Regulations, 2015, or any other applicable law from time to time.
  • The Committee shall periodically provide updates to the Board.

  • To Committee may consult with other committees of the Board, if required, while discharging its responsibilities.

  • The Committee shall monitor and review on an annual basis the Company’s performance in dealing with Stakeholder grievances.
  • The Committee shall review and reassess the adequacy periodically and recommend any proposed changes to the Board for approval.
  • The Committee shall have access to any internal information necessary to fulfill its role.

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

 

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 a systematic approach to mitigate risks associated with the 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. A 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 a 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 a consequence of activities or as a 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:

  2. Business dynamics - Variance in the demand and supply of the product in various areas. Based on the experience gained from the past, the Company is able to predict the demand during a particular period and accordingly, supply is planned and adjusted.

  3. 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 –

  • Organization and management risks,
  • Production, process and productivity risks,
  • Business interruption risks,
  • Profitability risks

      Risk mitigation measures 

      The Company functions under a well-defined organizational structure.

  • The 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 the 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 the assessment of the creditworthiness of Customers.
  • Provision for bad and doubtful debts made to arrive at the 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 the 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
  • An 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 

  • The company has a 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.
  • Labor 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 website of the Company.

 

Policy on Materiality of Related Party Transactions And Procedure for dealing with Related Party Transactions

     [Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

 

Preamble:

This policy is intended to ensure proper approval and reporting of transactions between The Stove Kraft Limited and its related parties (RPT).

Objective:

Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 provides the detailed mechanism for dealing with Related Parties Transactions of the Company by way of Audit Committee approval, Board approval and Shareholder’s approval in specific circumstances.

This Policy provides the criteria for determining the materiality of Related Party Transactions.

The objective of this Policy is to ensure proper approvals & reporting of the transactions between STOVE KRAFT and its Related Parties in compliance of provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable statutory provisions for the time being in force, in this regard.

DEFINITIONS:

  1. Arm's Length transaction: means a transaction between two related parties that is conducted as if they are unrelated, so that there is no conflict of interest, as defined in Explanation (b) to Section 188 (1) of the Companies Act, 2013.
  1. Associate Company – As per Section 2(6) of the Companies Act, 2013, Associate Company, in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company.

        Explanation — For the purposes of this clause, “significant influence” means control of at least twenty percent of total share capital, or of business decisions under an agreement.

  1. Audit Committee: means “Audit Committee” constituted by the Board of Directors of the Company under the provisions of the Listing Agreement and Companies Act, 2013, from time to time.
  1. Board: means Board of Directors of  The STOVE KRAFT Limited.
  1. Company: means "The STOVE KRAFT Limited ".
  1. Key Managerial Personnel’s (KMPs) – in relation to a company, means
  1. the Chief Executive Officer or the managing director or the manager;
  1. the company secretary;
  1. the whole-time director;

       iv. the Chief Financial Officer. and

  1. such other officer as may be prescribed under Companies Act, 2013
  1. Related Party: An entity shall be considered as related to the Company if:
  1. such entity is a related party as defined under Section 2(76) of the Companies Act, 2013; or
  2. such entity is a related party under the applicable accounting standard(s).

      Related Party under Section 2(76) of the Companies Act, 2013

Related Party means:

  1. a director or his relative;
  1. a key managerial personnel or his relative;
  1. a firm, in which a director, manager or his relative is a partner;
  1. a private company in which a director or manager or relative is a member or director;
  1. a public company in which a director or manager is a director and holds along with his relatives, more than two percent of its paid-up share capital;
  2. anybody corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;
  3. any person on whose advice, directions or instructions a director or manager is accustomed to act: Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;
  4. any company which is—
  1. a holding, subsidiary or an associate company of such company; or
  1. a subsidiary of a holding company to which it is also a subsidiary;
  1. A Director (other than Independent Director) or Key Managerial Personnel (KMP) of the holding company of such company or his relative. The Accounting Standard 18 defines the related party as “parties are considered to be related if at any time during the reporting period one party has the ability to control the other party or exercise significant influence over the other party in making financial and/or operating decisions. The Accounting Standard 18 defines the related party as “parties are considered to be related if at any time during the reporting period one party has the ability to control the other party or exercise significant influence over the other party in making financial and/or operating decisions.

          ” The Accounting Standard 18 deals only with related party relationships described below:

  1. enterprises that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the reporting enterprise (this includes holding companies, subsidiaries and fellow subsidiaries);
  2. associates and joint ventures of the reporting enterprise and the investing party or venture in respect of which the reporting enterprise is an associate or a joint venture;
  3. individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise, and relatives of any such individual;
  4. key management personnel and relatives of such personnel; and
  1. enterprises over which any person described in (c) or (d) is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise.

In the context of this Standard, the following are deemed not to be related parties:

  • two companies simply because they have a director in common notwithstanding para 3 (d) or 3 (e) above. a single customer, supplier, franchiser, distributor, or general agent with whom  an enterprise

transacts a significant volume of business merely by virtue of the resulting economic dependence; and the parties listed below, in the course of their normal dealings with an enterprise by virtue only of those dealings.

(i) Providers of finance; (ii) Trade unions; (iii) Public utilities; (iv) Government departments and government agencies including government-sponsored bodies No disclosure is required in the financial statements of state-controlled enterprises as regards related party relationships with other state-controlled enterprises and transactions with such enterprises. State-controlled enterprise means an enterprise which is under the control of the Central Government and/or any State Government(s).

9. Related Party Transaction: Section 188 of the Companies Act, 2013 encompasses all contracts or arrangements with a Related Party with respect to:-

  1. sale, purchase or supply of any goods or materials;
  1. selling or otherwise disposing of, or buying, a property of any kind;
  1. leasing of a property of any kind;
  1. availing or rendering of any services;

  2. appointment of an agent for the purchase or sale of goods, materials, services or property;

       f. such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and

  1. underwriting the subscription of any securities or derivatives thereof, of the company.

Further, as per SEBI (LODR) Regulations, 2015, “related party transaction” means a transfer of resources, services or obligations between the Company and a related party, regardless of whether a price is charged. Further, a "transaction" with a related party shall be construed to include a single transaction or a group of transactions in a contract.

Relatives: In accordance with Section 2 (77) of the Companies Act, 2013 relative means anyone who is related to another, if—

  1. They are members of a Hindu Undivided Family;
  1. They are husband and wife; or

      (c)  A person shall be deemed to be the relative of another, if he or she is related to another in the following manner, namely:-

  1. Father: Provided that the term “Father” includes step-father.
  1. Mother: Provided that the term “Mother” includes the step-mother.
  1. Son: Provided that the term “Son” includes the step-son.
  1. Son’s wife.
  1. Daughter.
  1. Daughter’s husband.
  1. Brother: Provided that the term “Brother” includes the step-brother;
  1. Sister: Provided that the term “Sister” includes the step-sister;

Material Related Party Transactions - A transaction with a related party shall be considered 'material' if the transaction/transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the company.

PROCEDURE:

The Company shall enter into any contract(s) or arrangement(s) or transaction(s) with a Related Party only after seeking prior approvals of the following:-

1. Audit Committee: All Related Party Transactions, whether entered on arm's length basis or not, shall require prior approval of the Audit committee either by circulation or at a meeting. The Audit Committee may also grant omnibus approval for Related Party Transactions proposed to be entered into by the Company subject to the following conditions:

  1. The Audit Committee shall, after obtaining approval of the Board of Directors, lay down the criteria while granting omnibus approval and such approval shall be applicable in respect of transactions which are repetitive in nature.
  1. The Audit Committee shall satisfy itself the need for such omnibus approval for transactions of repetitive nature and that such approval is in the interest of the Company;
  1. The Audit Committee shall consider the following factors while specifying the criteria for making omnibus approval, viz.:-
    1. The repetitiveness of the transactions (in past or in future),
    2. The justification for the need of omnibus approval.
  1. Such omnibus approval shall specify:-
  1. the name(s) of the related party, nature of the transaction, period of transaction, the maximum amount of transactions that can be entered into, in aggregate in a year, maximum value per transaction which is allowed,
  1. the indicative base price / current contracted price and the formula for variation in the price if any, and
  1. such other conditions as the Audit Committee may deem fit.

However, where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, the Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding ` 1 crore per transaction.

  1. Audit Committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the company pursuant to each of the omnibus approval given.
  1. Such omnibus approvals shall be valid for a period not exceeding one financial year and shall require fresh approval after the expiry of such fiscal year.
  1. Omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the Company.

ii. Board of Directors:

All Related Party Transactions, which are proposed to be entered by the Company

  1. other than in the ordinary course of business; and/or
  1. other than an arm’s length basis shall require prior approval of the Board of Directors of the Company, by means of passing of the resolution at a meeting of the Board.

Where any Director is interested in any Related Party Transaction, such Director will abstain from discussion and voting on the resolution relating to such transaction.

B. Details to be provided to the Audit Committee –

With respect to Related Party Transactions requiring the approval of the Audit Committee, the following information, to the extent relevant, shall be presented to the Audit Committee:

  • A general description of the transaction(s), including the material terms and conditions.
  • The name of the Related Party and the basis on which such person or entity is a Related Party.
  • Name of director or KMP who is related.
  • Period of transaction
  • The maximum amount of transaction that can be entered into
  • The Related Party’s interest in the transaction(s), including the Related Party’s position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction(s).

  • The indicative base price/current contracted price and the formula for variation in the price if any

  • Any other material information regarding the transaction(s) or the Related Party’s interest in the transaction(s).

  1. Ordinary Course of business- Ordinary Course of Business includes but not limited to a term for activities that are necessary, normal, and incidental to the business. These are common practices and customs of commercial transactions.

  2. Arm’s length transactions - The Audit Committee shall consider the following while determining the transaction on arm’s length basis:

           “The transaction between two related parties that is conducted as if they were unrelated so that there is no conflict of interest”

     F. Each director/KMP who is a Related Party with respect to a particular Related Party Transaction shall disclose all material information to the Audit Committee/Board of Directors concerning such Related Party Transaction and his or her interest in such transaction.

  1. The Audit Committee shall also review and approve any modification, renewal or extension of any Related Party Transaction.
  1. The Audit Committee shall periodically review this Policy and may recommend amendments to this Policy to the Board from time to time as it deems appropriate.
  1. This Policy is intended to augment and work in conjunction with other Company policies having any code of conduct, code of ethics and/or conflict of interest provisions.

APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS

In accordance with Section 188 of the Companies Act, 2013 and the Listing Regulations, the Board of Directors and shareholders of the Company shall accord prior approval for related party transactions, subject to the following:

  1. Board of Directors and Shareholders’ approval in terms of Companies Act, 2013 – All Related Party Transactions which are either not on arm’s length basis or not in the Ordinary Course of Business shall be recommended by the Audit Committee for the approval of the Board of Directors. The Board of Directors shall further recommend the same for the approval of the Shareholders by way of special resolution of the Company, in case the said transactions exceed the value of transactions as provided under Section 188 of the Companies Act, 2013.

B.Board of Directors and Shareholders’ approval in terms of Listing Agreement –

In terms of Regulation 23 of the SEBI (LODR) Regulations, 2015, all material Related Party Transaction shall be recommended by the Board of Directors to the shareholders for their approval by way of special resolution.

All entities falling under the definition of related parties shall abstain from voting irrespective of whether the entity is a party to the particular transaction or not.

OTHER KEY ASPECTS

  1. All existing material related party contracts or arrangements as on the date of SEBI circular i.e. 17th April 2014 which are likely to continue beyond 31st March 2015 shall be placed for approval of the shareholders in the first General Meeting subsequent to 01st  October 2014.
  1. In accordance with Section 188 of the Companies Act, 2013 read with related rules issued thereon, in case of a wholly owned subsidiary, the special resolution passed by the holding company shall be sufficient for the purpose of entering into the transactions between wholly owned subsidiary and holding company.
  1. Contracts entered into by companies in compliance with Section 297 of Companies Act, 1956 till March 31, 2014, shall not require fresh approval under Section 188 of the Companies Act, 2013 unless any modification to such contracts is made on or after April 1, 2014.

 

AUDIT COMMITTEE/BOARD/SHAREHOLDER APPROVAL MECHANISM FOR ENTERING INTO RELATED PARTY TRANSACTIONS

 

 

 

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 the 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 Board diversity.

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 consist of at 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 authorized by the chairperson of the committee, shall attend general meetings of the company. 

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 each plan.
  •    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 the policy.

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 an evaluation of candidates in accordance with a process that it sees fit and appropriate, passing on the recommendations for the nomination to the board.
  • 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 committee chairpersons.

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 annual self-evaluation.
  • To formulate criteria for the evaluation of independent directors and the Board and carry out an evaluation of every director’s performance.
  • 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 necessary amendments.
  • 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 seems appropriate.
  • 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 and removal.

Other responsibilities

  • To develop and recommend to the Board a set of Corporate Governance guidelines applicable to the company.
  • 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 Governance Guidelines.
  • To develop and recommend a policy on Board diversity.
  • To review and reassess the adequacy of the committee's policy as required and recommend changes to the board.

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 the company.
  • 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 a whole.

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, executive directors or senior management, and shall have the sole authority to approve

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 its responsibilities.
  • 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 the board as per Secretarial standards.
  • The committee shall make regular reports to the Board regarding its actions and make recommendations to the Board as appropriate.
  • The committee shall prepare such reports as may be required by any law, rule or regulation to which the Company is subject.
  • 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 or determined.

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 and scope:

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).

The Policy will be used to determine the Material Subsidiaries of Stove Kraft Limited (the“Company”) and to provide the governance framework for such subsidiaries.

All the words and expressions used in this Policy, unless defined hereafter, shall have meaning respectively assigned to the under the Listing Regulations and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued thereunder, as amended, from time to time.

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 percent of its consolidated net worth as per the audited balance sheet of the previous financial year,
  2. if the subsidiary has generated 20 percent of the consolidated Income of the Company during the previous financial year.

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 percent of the Consolidated Income or NetWorth respectively, of the listed holding company and its subsidiaries in the immediately preceding financial year.

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 the 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.  Governance framework:

  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 the company.
  • The management shall periodically bring to the attention of the Board of Directors of the Company, a statement of all Significant Transactions and Arrangements entered into by the Unlisted SubsidiaryCompany.
  1. One Independent Director of the Company shall be a director on the Board of the Material Non-Listed Indian subsidiary company.

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 a court/Tribunal.
  2. sell,dispose off and lease assets amounting to more than twenty percent of the assets of 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 a court/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 by 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 the Company;

  2. Dividends (both interim and final);

  3. Change in capital structure;

  1. Mergers, de-mergers, acquisitions, de-listings, disposals and expansion of business and such other transactions;

  2. Changes in the Board of Directors or Key Managerial Personnel; and

  3. Material events by the listing agreement.

The SEBI Regulations prohibit the communication of UPSI to any person except as required under law. Further, procuring any person to Trade in the securities of any company by 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 and imprisonment.

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)   Compliance Officer

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

2)   Connected Person

“Connected Person,” includes –

  1. A director of the Company;
  2. A Key Managerial Personnel of the Company;
  3. An Officer of the Company;
  4. Any person who is or has  been in a contractual or fiduciary or employment relationship at any time in the six month period before the date  of  determining whether  that  person, as a result of such relationship, was, directly or indirectly,
    1. allowed access to UPSI or (y) reasonably expected to be allowed access to UPSI;
  5. Any person who is or has been in frequent communication with an Officer of the Company at any time in the six month period before the date of determining whether that person, as a result of such frequent communication, was, directly or indirectly,
    1. allowed access to UPSI or (y) reasonably expected to be allowed access to UPSI;
  6. An employee of the Company who has access to UPSI or is reasonably expected to have access to UPSI;
  7. Any person who has a professional or business relationship and that relationship that, directly or indirectly, (x) allows access to UPSI or (y) is reasonably expected to allow access to UPSI;

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 -

  1. An Immediate Relative of Connected Persons;

  2. A holding company or associate company or subsidiary company;

  3. An intermediary as specified in section 12 of the SEBI Act or an employee or director thereof;

  4. An investment company, trustee company, asset management company or an employee or director thereof;

  5. An official of a stock exchange or clearing house or corporation;

  1. A member of the board of trustees of a mutual fund or a member of the Board of Directors of the asset management company of a mutual fund or is an employee thereof;

  2. 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;

  3. An official or an employee of  a self-regulatory organization recognized or authorized  by the SEBI;

  4. A banker of the Company;

  5. 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 or interest.

3)   Designated Person

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

  1. Promoters of the Company;

  1. Directors of the Company and its subsidiaries;

  2. Executive Officers of the Company;

  3. Executive Vice Presidents of the Company;

  4. Employees named in the Corporate Organization Chart of the Company from time to time;

  5. All employees in the Finance and Accounts Department, Corporate Planning Department, Legal Department, Enterprise Risk Management Department, above the rank of Job Level 5

  6. Executive Secretaries of Directors and Executive Officers of the Company;

  7. Any other Connected Person designated by the Company by their functional role;

  8. Immediate Relatives of I to VIII above;

4)   Director

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

5)   Immediate Relative

“Immediate Relative” of a person means a spouse, or the parent, sibling or child of that person or his or her spouse if they are either dependent financially on such person or consult such person in taking decisions relating to Trading in securities.

6)   Insider

An insider means any person who is:

  1. a Connected Person or
  2. In possession of or having access to UPSI.

7)   Key Managerial Personnel

Key Managerial Personnel” shall have the meaning assigned to it under the Companies Act, 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” shall have the meaning assigned to it under the Securities Contracts (Regulations) Act, 1956 or any modification thereof except units of a mutual fund.

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 procuring UPSI

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 its securities;

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

  1. in furtherance of legitimate purposes, the performance of duties or discharge of legal obligations under appropriate confidentiality and non-disclosure agreements being executed; or

  2. in the event, the Board of Directors direct or cause the public disclosure of UPSI in the best interest of the Company; or

  1. 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 execution of an undertaking by such persons to abstain and / or forego Trading during such seclusion or till the UPSI no longer constitutes UPSI.

4.   Prohibition on Insider Trading

An Insider shall not, directly or indirectly, –

  1. Trade in securities that are listed or proposed to be listed when in possession of UPSI;
  1. Trade in securities of the Company except when the Trading Window is open and the Insider is not in possession of UPSI.

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

  1. 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
  2. Trades under a Trading Plan set up by these Rules.

5.   Trading Window

  1. 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 by these Rules.
  1. Designated Persons shall not Trade in the Company’s securities when the trading window is closed.
  1. The trading window shall generally be closed for all Insiders between the sixteenth day before the last day of any financial period for which results are required to be announced by the Company and the second trading day after the disclosure of such financial results.
  1. Additionally, the trading window shall be closed in particular for a Designated Person or class of Designated Persons when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of UPSI, for such periods as determined by the Compliance Officer.
  1. The trading window may be re-opened after closure, not earlier than 48 hours after the UPSI in question generally becomes available.

6.   Pre-clearance of Trading

  1. 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 Annexure 2.
  1. The Compliance Officer shall not approve any proposed Trade by Designated Person if the Compliance Officer determines that such Designated Person is in possession of UPSI even though the trading window is open.
  1. The Compliance Officer may, after being satisfied that the application and undertaking are 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.
  1. 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 said form.
  1. 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 transaction again.
  1. A Designated Person who Trades in securities without complying with the preclearance procedure as envisaged in these Rules or gives false undertakings and 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 these Rules.

7.   Additional trading restrictions on Designated Persons

  1. No Director or Key Managerial Personnel shall enter into derivative transactions in respect of the securities of the Company.
  1. All Designated Persons who Trade in the securities of the company shall not enter into an 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 SEBI for credit to the Investor Protection and Education Fund administered by SEBI.

8.   Trading Plan

  1. A Designated Person shall be entitled to formulate a Trading Plan that complies with the SEBI Regulations (a “Trading Plan”) and present it to the Compliance Officer for approval and public disclosure under which Trades may be carried out in his behalf by such plan.
  1. 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 stock exchanges.
  1. 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 to execute any trade in the securities outside the scope of the Trading Plan. 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 generally become available at the time of the commencement of implementation. The commencement of the Trading Plan shall be deferred until such UPSI becomes generally 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 Compliance Officer.

9.   The penalty for Insider Trading

  1. 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.
  1. Directors, Officers, and employees of the Company who violate these rules shall be subject to disciplinary action by the Company, which may include the wage freeze, suspension, ineligibility for future participation in the Company’s stock option plans or termination.
  1. The SEBI or any other appropriate regulatory authority would also be informed of the violation of these Rules so that appropriate action may be taken.

10.   Disclosure requirements

  1. Initial Disclosure:
  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 within thirty days of these Rules taking effect as per Form A set out in Annexure 4.
  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 Annexure 5.
  1. Continual Disclosure:
  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. Ten Lakhs.
  1. The disclosure shall be made within two working days of:
  1. the receipt of intimation of allotment of shares, or
  2. the acquisition or sale of shares or voting rights, as the case may be.
  1. Disclosure to the Stock Exchange:

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.

  1. Disclosures by other Connected Persons.

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 may determine.

11.  Miscellaneous

  1. The Board of Directors shall be empowered to amend, modify, interpret these Rules and such Rules shall be effective from such date that the Board may notify in this behalf.
  1. 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 the Rules.
  1. The Compliance Officer shall maintain (a) updated list of Designated Persons, (b) records of disclosures and pre-clearance applications and undertakings for a period of five years and (c) a confidential list of any ‘restricted securities’ to which the Compliance Officer may require Designated Persons to seek pre-clearance before Trading in such ‘restricted securities’.
  1. The Company shall require all Connected Persons to formulate and adhere to a code of conduct to achieve compliance with these Rules. In case such persons observe that there has been a violation of these Rules, then they shall inform the Board of Directors of the Company promptly.
  1. The Company has adopted the amended ‘Corporate Policy Statement on Investor Relations’ available at www.stovekraft.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 Insider Trading Policy, I seek approval to purchase/sell/subscribe _______________equity shares of the Company are given details given below:

 

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

  1. Purchase of securities
  2. Subscription to securities (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 the 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 PRECLEARANCE

         To,

         The Compliance Officer,

Stove Kraft Limited

                                         I, ______________, _________________ of the Company residing at___________, am desirous of trading in _____________ shares of the Company as mentioned in my application dated ______________ for pre-clearance of the transaction

I further declare that I am not in possession of any unpublished price sensitive information up to the time of signing this Undertaking.

        If I have access to or receive any unpublished price sensitive information after 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 becomes public.

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

       In the event of this transaction being in violation of the Rules or the applicable laws, (a) I will, unconditionally, release, hold harmless and indemnify to the fullest extent, the Company and its directors and officers, (the ‘indemnified persons’) for all losses, damages, fines, expenses, suffered by the indemnified persons, (b) I will compensate the indemnified persons for all expenses incurred in any investigation, defense, crisis management or public relations activity 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 the SEBI.

         I undertake to submit the necessary report within two days of execution of the transaction / a ‘Nil’ report if the transaction is not undertaken.

        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 the matter. Signature :                                

Name:

Date :

 

Annexure 3

DISCLOSURE OF TRANSACTIONS

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

 

To,

         The Compliance Officer, Stove Kraft Limited.

          I at this moment inform that I

  • have not bought/sold/ subscribed any securities of the Company
  • have bought/sold/subscribed to___________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.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

I declare that the above information is correct and that no provisions of the Company’s Rules and applicable laws/regulations have been contravened for effecting the above-said transactions(s).

 

Signature :                                

Name: Date :

 

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 the company:                                                                     

   ISIN of the company:                                                                     

 

Details of Securities held by Promoter, Key Managerial Personnel (KMP), Director and other such persons as mentioned in Regulation 6(2)

Name, PAN, CIN/DIN & address with contact nos.

Category of Person (Promoters/ KMP/Directors/immediate relative to/others etc.)

Securities held as on the date of the regulation coming into force

% of Shareholding

 

 

Type of security (E.g., Shares, Warrants, Convertible Debentures, etc.)

No.

 

 

 

 

 

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 Managerial Personnel (KMP), Director and other such persons as mentioned in Regulation 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)

The notional value in Rupee terms

Contract Specifications

Number of units (contracts * lot size)

The notional value in Rupee terms

 

 

 

 

 

 

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

 

  Name & Signature:

Designation:

Date:

Place:

 

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 the company:                                                                 

ISIN of the company:                                                                 

  Details of Securities held on the 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, CIN/DIN & Address with contact nos.

Category of Person (Promoters/KMP /Directors/immediate relative to/others etc.)

Date of appointment of Director /KMP OR Date of becoming Promoter

Securities held at the time of becoming Promoter/appointment of Director/KMP

% of Shareholding

 

 

 

 

 

Type of security (For, e.g., Shares, Warrants Convertible, Debentures, etc.)

No.

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 the 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)

The notional value in Rupee terms

Contract specifications

Number of units (contracts * lot size)

The notional value in Rupee terms

 

 

 

 

 

 

Note: In the case of Options, the notional value shall be calculated based on a 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 the company: 

ISIN of the company: 

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/others etc.)

Securities held before 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- s transfer, ESOPs etc.)

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

No. and % of shareholding

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

No.

Value

Transaction Type (Buy/Sale/Pledge /Revoke/Invoke)

Type of security (For eg.– Shares, Warrants, Convertible Debenture 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 the 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, the 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

Connection with company

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/Interse transfer, ESOPs etc. )

Type of security (For eg.

– Shares, Warrants

,

Convertible Debenture es etc.)

No. and % of shareholding

Type of security (For eg.– Shares, Warrants, Convertable Debent 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 the 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 the case of Options, the notional value shall be calculated based on a 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 familiarisation programme (the “Familiarisation Programme”) 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, the business model of the Company etc.

The Familiarisation Programme

The orientation and training programs held 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 enables 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 induction programme when a new Independent Director joins the Board of the Company. The induction programme comprises 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 Familiarisation Programme 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 the performance of the Directors and the board
  •  
  • achieve good corporate governance as well as sustained long-term value creation for stakeholders.

2. EVALUATION:

  • The Nomination and Remuneration Committee (“NRC”) shall carry out the evaluation of the performance of every Director. The evaluation of the 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 a year.
  • While evaluating the performance of the Non-Executive Directors (NEDs), the following parameters shall be considered:
  • Attendance at meetings of the Board and Committees thereof,
  • Participation in Board meetings or Committee thereof,
  • Contribution to strategic decisionmaking,
  • Review of risk assessment and risk mitigation,
  • Review of financial statements, business performance.
  • Contribution to the enhancement of the brand image of the company.
  • 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 the company.

(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 regulatory 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 the 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.

The overall board meeting is held in an 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 member feedback

 

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 timely inputs are given to enhance its performance and set their right direction for growth. Hence it is important that every individual Board Member effectively contributes to the Board deliberations.

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 an open and constructive manner.

 

 

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

 

 

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

 

 

 Actively contributes toward the 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:-

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 in 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 thereunder.

  1. Definitions
  • Board means the 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 the CSR Committee shall be disclosed in the Board’s report.

B. The 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 is 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 the 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 are undertaken in India only will be taken into consideration, in order to satisfy the requirement of section 135 of the Companies Act 2013. Also, the 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 the implementation of meaningful & sustainable CSR programs, the Company needs to allocate, in every financial year, at least 2% (two percent) 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 the company.

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 general manager 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 relevant.

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 the company.
  • 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 the company.
  • 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 Trading code.
  • not use their status to seek or accept any personal gains or favors from those doing or seeking to do business with the Company or from other employees of the company.
  • 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 the company.)
  • not share any information regarding the Company, its business and/or affairs with media without the prior approval of the Corporate Disclosure Officer.
  • not employ any of their relatives or deal with them on Company’s behalf without proper authorization, obtained after disclosing their relationship.
  • treat all employees with dignity, respect, and concern and treat them on parity at all times.
  • 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 on of Director/Advisor with a competitor company.
  • 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 Board member.

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 the company.
  • 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 the company.
  • strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member.
  • participate constructively and actively in the committees of the Board in which they are chairpersons or members.
  • strive to attend the general meetings of the company.
  • 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 Board meeting.
  • keep themselves well informed about the Company and the external environment in which it operates.
  • 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 is in the interest of the company.
  • ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.
  • report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct policy.
  • acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees.
  • 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 by law.
  • 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 annual basis. 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. PURPOSE

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

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. SCOPE

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

  1. POLICY STATEMENT

             Stove Kraft recognizes and embraces the importance of a diverse Board in its success. Stove Kraft believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race, and gender, which will ensure that Stove Kraft retains its competitive advantage.

            Stove Kraft believes that a diverse Board will contribute to the achievement of its strategic and commercial objectives, including to:

  • drive business results;
    • make corporate governance more effective;
    • enhance quality and responsible decision making capability;
    • ensure sustainable development; and
    • enhance the reputation of Stove Kraft.

The Nomination and Remuneration Committee (the “Committee”) is responsible for reviewing and assessing the composition and performance of the  Board, as well as identifying appropriately qualified persons to occupy Board positions.

While all appointments to the Board will continue to be made on merit, the Committee will consider the benefits of diversity (including but not limited to the attributes listed above) in identifying and recommending persons for Board membership, as well as in evaluating the Board and its individual members.

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
  • periodically review and report to the Board requirements, if any, in relation to diversity on the Board.
  • 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.

The effective implementation of this Policy requires that shareholders are able to judge for 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 Board member.

  1. RESPONSIBILITY AND REVIEW

           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 LIMITED

(Policy for the preservation of documents and archival of documents)

 

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 website of the Company.

Purpose of the Policy

Regulation 9 of the Listing Regulations mandates that a listed entity shall have a policy for the 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.

Policy

  1. Preservation of documents

Preservation of Documents with specific reference to the Companies Act and Listing Regulations

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 are 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 the 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 correct.
  1. The Company shall update any change in the content of its website within two working days from the date of such change in content.
  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 Exchanges.

  2. The information and/or documents uploaded on the website shall be available for the current financial year and for the preceding five financial years.

  1. Information and/ or Documents shall be arranged under proper heads and subheads in such a manner that they can easily be located/ searched by the viewers, viz.
  • The information and/or documents may be arranged financial year wise with further segregation into four quarters of the financial year.
  • All policies etc. or the information/ documents of a general nature can be clubbed together at one place.

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

Documents mentioned in subclause (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 quick.
  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 are also maintained in such a manner that their retrieval is easy and quick.

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 quick.

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

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 the 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 subclause (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:

               a. Item Number;

               b. Brief Particulars of the records disposed of;

               c. Date of approval for disposal of records;

               d. Date of disposal; and

                f. 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.

 

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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

The 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 the 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

Our leadership team provides strategic direction to the Group. Meet our mentors.

Stovekraft Director

Rajendra Gandhi

Chairman Managing Director

A first generation entrepreneur and a visionary

The ever-young-at-heart, Mr. Rajendra Gandhi is the cornerstone of the Stovekraft family. What make him stand out as a true leader are his passion for the company, deep-rooted ambition for growth and his ability to deliver real-time decisions through a hands-on approach all-round involvement. Saying that everything at Stovekraft is a manifestation of his vision wouldn't be far from the truth.

 
 

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, CIMA UK, AICPA, USA) and Fellow Chartered Management Accountant (FCMA, CIMA, UK). Additionally, he is also a Fellow member of the Institute of Company Secretaries of India (FCS, ICSI) and a Fellow of the Institute of Cost Accountants of India (FCMA, ICAI). 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. His earlier stints were with the Inlaks Group, KG Gluco Biols Ltd and Carrier Transicold India. He has over 25 years of experience in the corporate finance and corporate governance

Venkitesh N.  is the Head – Corporate Planning of our Company. He holds a bachelor’s degree in technology from the 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 the 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 Parishad 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

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

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.

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 Bharathiar 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

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 the 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

Sunita 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 the 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 is 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