Krishival Foods Ltd
Directors Reports
To,
The Members,
Krishival Foods Limited
(Formerly known as Empyrean Cashews Limited)
Your Directors have pleasure in presenting Annual Report together with the Audited
Accounts of the Company for the year ended March 31, 2023.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2022-23 is summarized below:
STANDALONE:
|
|
(Rs. In Lakhs) |
| Particulars |
2022-2023 |
2021-2022 |
| Income from Operations |
7,002.94 |
5,176.91 |
| Other Income |
118.82 |
51.63 |
| Total Income |
7,121.76 |
5,228.54 |
| Less: Expenses |
6,198.76 |
4,785.32 |
| Profit / (Loss) Before Extraordinary Items and Tax |
923.00 |
443.22 |
| Less: Extraordinary Items |
- |
- |
| Profit/(Loss) Before Tax |
923.00 |
443.22 |
| Less: Taxation |
246.40 |
103.5 |
| Profit/(Loss) After Tax |
676.60 |
339.72 |
| EPS (in Rs.) |
3.42 |
1.72 |
CONSOLIDATED:
|
|
(Rs. In Lakhs) |
| Particulars |
2022-2023 |
2021-2022 |
| Income from Operations |
7,002.94 |
5,176.91 |
| Other Income |
110.95 |
43.91 |
| Total Income |
7,113.89 |
5,220.82 |
| Less: Expenses |
6,201.23 |
4,785.44 |
| Profit / (Loss) Before Extraordinary Items and Tax |
912.66 |
435.38 |
| Less: Extraordinary Items |
- |
- |
| Profit/(Loss) Before Tax |
912.66 |
435.38 |
| Less: Taxation |
246.40 |
103.5 |
| Profit/(Loss) After Tax |
666.26 |
331.88 |
| EPS (in Rs.) |
3.37 |
1.68 |
2. FINANCIAL SUMMARY
As per standalone financial statement the Company earned a Total Income of Rs. 7,121.76
Lakhs during the FY 2022-23, as compared to the Total Income of Rs. 5,228.54 Lakhs earned
in the previous FY 2021-22. The Company's Net Profit for the Financial Year ended March
31, 2023 stood at Rs. 676.60 Lakhs as against a Net Profit of Rs. 339.72 Lakhs in the
previous year.
3. INITIAL PUBLIC OFFERING
The Directors are pleased to inform that the Company's Initial Public Offering (IPO) by
Fresh Issue of 52,47,000 (Fifty Two Lakh Forty Seven Thousand Only) Equity Shares at a
price of Rs. 37/- per shares aggregating to Rs. 19.41Crores. The Issue opened on March 21,
2022 and closed on March 23, 2022.The main object of the IPO was to achieve the benefits
of listing the Equity Shares on the Stock Exchanges which includes enhanced visibility and
brand image of your Company and also fulfil working capital requirement of the company.
The Company received Listing and trading started on NSE Emerge platform on March 31, 2022.
The success of IPO reflects the trust, faith and confidence that investors, customers,
business partners and markets have reposed in your Company.
4. CHANGE IN NAME
Subsequent to the end of the financial year, the name of the company has been changed
from "Empyrean Cashews Limited" to "Krishival Foods Limited".
The approval of the shareholders was sought through Postal Ballot dated February 23,
2023.
The Registrar of Companies issued certificate of incorporation pursuant to change of
name on April 24, 2023.
The National Stock Exchange issued approval letter for change of name on May 16, 2023.
5. CHANGE IN NATURE OF BUSINESS
During the financial year, the company has changed its objects vide special resolution
passed by the members in the Annual General Meeting held on June 23, 2022 and has ventured
into almonds and other dry fruits and also intends to enter into confectionery items such
as breads, biscuits, sweets, cakes, pastries, cookies, wafers, lemon drops, chocolate,
toffees, tinned fruits, chewing gum, bubble gum, detergents, tea and coffee, vegetables,
fruits, jams, jelly, pickles, squashes, sausages, nutrient, health and diet foods /
drinks, extruded foods, deal in oils, vegetable oils, poly oils, Cashew Nut Shell Liquid,
CNSL value added products, confectionery items, sweets, cereals products, cashew milk,
almond milk , cashew butter , nuts based protein powered, nut based breakfast mix and
other value added processed products based on nuts and dried fruits and any other food
products in and outside India.
The Registrar of Companies issued Certificate of Registration of the Special Resolution
Confirming Alteration of Object Clause on June 28, 2022.
6. TRANSFER TO RESERVES
The Company has transferred Profit to reserves during the financial year under review.
7. CHANGES IN SHARE CAPITAL
During the financial year, the Company increased Authorized Share Capital from
^20,00,00,000 consisting of 2,00,00,000 Equity Shares of Rs.10 each to ^24,00,00,000
consisting of 2,40,00,000 Equity Shares of Rs.10 each.
The approval of the shareholders was sought through of Postal Ballot dated February 23,
2023.
Subsequent to the end of the financial year, in the Board meeting held on May 25, 2023,
3,00,000 warrants were allotted to Ecotek General Trading LLC through preferential issue
which were converted into equivalent number of equity shares.
The National Stock Exchange issued approval letter for trading of further issue of
3,00,000 Equity shares of Rs. 10/-each under Preferential issue are listed and admitted to
dealings on the Exchange from June 16, 2023
Details of issue are as follows:
| Date of Issue |
March 4, 2023 |
| Date of Allotment |
May 25, 2023 |
| Method of allotment |
Preferential Issue |
| Issue Price |
Rs.257/ - per share (including premium of Rs.247 / - per share) |
| Conversion price |
Rs.257/ - per share (including premium of Rs.247 / - per share) |
| Number of shares allotted or to be allotted in case the right or option is exercised
by all the holders of such securities |
3,00,000 equity shares were allotted pursuant to conversion of 3,00,000 warrants
issued to Ecotek General Trading LLC |
| Number of shares or securities allotted to the promoter group |
Nil |
| In case, shares or securities are issued for consideration other than cash, a
confirmation that price was determined on the basis of a valuation report of a registered
valuer. |
Nil |
Subsequent to the end of the financial year, in the Board meeting held on June 24,
2023, the Company increased authorized capital from existing Rs.24.00. 00.000/- (Rupees
Twenty Four Crore Only) divided into 2,40,00,000 (Two Crore Forty Lakhs) Equity Shares of
Rs. 10/- (Rupee Ten only) each to Rs.24.50.00. 000/- (Rupees Twenty Four Crore Fifty Lakhs
Only) divided into 2.45.00. 000 (Two Crore Forty Fifty Lakhs) Equity Shares of Rs. 10/-
(Rupee Ten only) each ranking pari-passu in all respect with the existing Equity Shares of
the Company, which is subject to approval of the member in ensuring AGM.
8. DIVIDEND
The Board of Directors has recommended Final Dividend on Equity Shares @ Rs.0.16 per
Equity Share of Face Value of 10/- (Rupees Ten Only) for the Financial Year ended March
31, 2023 subject to the approval of members in the ensuring Annual General Meeting.
The Board of Directors had recommended Final Dividend on Equity Shares @ Rs. 0.05 per
Equity Share of Face Value of 10/- (Rupees Ten Only) for the Financial Year ended March
31, 2022 which was approved by members in the Annual General Meeting held on June 23,
2022.
9. DETAILS OF UNPAID DIVIDEND
In terms of the provisions of Section 124 and Section 125 of the Act, the declared
dividends which remains unpaid/ unclaimed for a period of Seven (7) years from the date of
declaration is required to be transferred to the Investor Education and Protection Fund
("IEPF").
However, since Seven (7) years have not elapsed from the date of declaration and
payment of dividend since incorporation, transfer of unpaid dividend and the shares on
which dividend has not been paid or claimed, to Investor Education and Protection Fund
("IEPF") is not applicable to the Company.
The Shareholders may claim their unclaimed / unpaid amount due to them by making a
request to the Company giving their particulars before the same are transferred to the
IEPF.
During the year under review, Rs. 7,170.95/- is unclaimed Dividend of the Company.
In terms of Regulation 43A of the Listing Regulations, the Company has voluntarily
adopted a Dividend Distribution Policy and the same is available on the website of the
Company and can be accessed at: https://krishival//Dividend Distribution Policy 1
10. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposit from public in the year under
review.
11. BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any sweat equity or Bonus
shares during the year under review.
12. EMPLOYEE STOCK OPTIONS PLAN 2023- ECL ESOP
During the year under review, the approval of the shareholders was sought through
Postal Ballot dated February 23, 2023 and the Nomination and Remuneration Committee in
their meeting held on April 10, 2023 has granted options to the employees of the Company
and its subsidiary company as per Employee Stock Option Plan 2023.
The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021
The disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 are detailed under and is also available on company's
website at: https: / /krishival/ esop
| Sr. No. Particulars |
Details |
| A Relevant disclosures in terms of the accounting standards prescribed by the Central
Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the
'Guidance note on accounting for employee share-based payments' issued in that regard from
time to time. |
Disclosed in Notes to Accounts |
| B Disclosure of Diluted EPS on issue of shares |
Disclosed in Notes to |
| pursuant to all the schemes covered under the regulations shall be disclosed in
accordance with 'Accounting Standard 20 - Earnings Per Share' issued by Central Government
or any other relevant accounting standards as issued from time to time. |
Accounts |
| C Details related to ESOP |
|
| (i) A description of each ESOP that existed at any time during the year, including the
general terms and conditions of each ESOP, including: - |
|
| (a) Date of shareholders' approval |
February 23, 2023 |
| (b) Total number of options approved under ESOP |
The Options to be granted to Eligible Employees under ECL ESOP 2023, in
one or more trances from time to time shall not exceed 19,75,000 (Nineteen Lakhs Seventy
Five Thousand Only), which in aggregate shall be exercisable into not more than 19,75,000
(Nineteen Lakhs Seventy Five Thousand Only) equity shares of face value of Rs.10/- each
fully paid up, with each such Option conferring a right upon the Eligible Employees to
apply for 01 (one) Equity Share of the Company in accordance with the terms and conditions
as may be decided under the ECL ESOP 2023. |
| (c) Vesting requirements |
The Options granted under ECL ESOP 2023 would vest not earlier than 1 (one) year from
the date of grant of such Options. |
| (d) Exercise price or pricing formula |
The Exercise Price for exercising options under ECL ESOP 2023 shall be as decided by
the Compensation Committee in compliance with the accounting policies as specified under
the SEBI SBEB Regulations and in no case such price be lesser than the face value |
|
of Equity Shares of the Company. |
| (e) Maximum term of options granted |
The maximum vesting period may extend up to five years from date of grant of options
or such other period as may be decided by the Compensation Committee. |
| (f) Source of shares (primary, secondary or combination) |
Primary |
| (g) Variation in terms of options |
Not Applicable |
| (ii) Method used to account for ESOP - Intrinsic or fair value. |
The Company shall use the Intrinsic Value method for valuation of the Option granted |
| (iii) Where the company opts for expensing of the options using the intrinsic value of
the options, the difference between the employee compensation cost so computed and the
employee compensation cost that shall have been recognized if it had used the fair value
of the options shall be disclosed. The impact of this difference on profits and on EPS of
the company shall also be disclosed. |
Not Applicable |
| (iv) Option movement during the year (For each ESOP): |
|
| Number of options outstanding at the beginning of the period |
19,75,000 |
| Number of options granted during the year |
5,34,000 |
| Number of options forfeited / lapsed during the year |
Not Applicable |
| Number of options vested during the year |
Nil |
| Number of options exercised during the year |
Nil |
| Number of shares arising as a result of exercise of options |
Eligible Employees are entitled for the allotment of One (01) Equity Share of the
Company pursuant to exercise of One (01) option under the ECL ESOP 2023 |
| Money realized by exercise of options (INR), if scheme is implemented directly by the
company |
Not Applicable |
| Loan repaid by the Trust during the year from exercise price received |
Not Applicable |
| Number of options outstanding at the end of the year |
14,41,000 |
| Number of options exercisable at the end of the year |
Not Applicable |
| (v) Weighted-average exercise prices and weighted-average fair values of options shall |
Not Applicable |
| be disclosed separately for options whose exercise price either equals or exceeds or
is less than the market price of the stock. |
|
| (vi) Employee wise details (name of employee, designation, number of options granted
during the year, exercise price) of options granted to:- |
No options were granted during the financial year. However, options were granted
subsequent to the end of the financial year. |
| senior managerial personnel as defined under Regulation 16(d) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015; |
5,34,000 ESOP granted subsequent to the end of financial year. |
| any other employee who receives a grant in any one year of option amounting to 5% or
more of option granted during that year; and |
Not Applicable |
| identified employees who were granted option, during any one year, equal to or
exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the
company at the time of grant. |
Not Applicable |
| (vii) A description of the method and significant assumptions used during the year to
estimate the fair value of options including the following information: - |
|
| (a) the weighted-average values of share price, exercise price, expected volatility,
expected option life, expected dividends, the risk-free interest rate and any other inputs
to the model; |
Not Applicable |
| (b) the method used and the assumptions made to incorporate the effects of expected
early exercise; |
The exercise multiple, which is based on historical data of early option exercise
decisions of employees, incorporates early excise price effect in the valuation of ESOP.
The exercise multiple indicates that option holder tend to exercise their options when the
share price reaches a particular multiple of the exercise price. |
| (c) how expected volatility was determined, including an explanation of the extent to
which expected volatility was based on historical volatility; and |
Expected volatility during the expected term of the options is based on historical
volatility of the observed market prices of the Company's publicly traded equity shares |
|
during a period equivalent to the expected term of the options. |
| (d) whether and how any other features of the options granted were incorporated into
the measurement of fair value, such as a market condition. |
Stock Price and risk free interest rate are variables based on actual market data at
the time of ESOP valuation |
| D Any material change to the scheme |
The name of the company has been changed from Empyrean Cashews Limited" to
"Krishival Foods Limited" w.e.f. April 24, 2023. |
| Disclosures in respect of grants made in three years prior to IPO under each ESOP |
|
| Until all options granted in the three years prior to the IPO have been exercised or
have lapsed, disclosures of the information specified above in respect of such options
shall also be made. |
Not Applicable |
Secretarial auditor certificate for ESOP compliance is being place before the members
and is also available on company's website at: http://krishival.com/PCS ESOP Certificate
13. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES
Company has not issued any debenture, bonds or non-convertible securities.
14. ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS TO PERSONS BELONGING TO
NON-PROMOTER CATEGORY
During the year under review, the approval of the shareholders was granted in
Extraordinary General Meeting held on March 4, 2023.
Pursuant to the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the
Company at their meeting held on March 18, 2023 has allotted 25,00,000 Convertible
Warrants at a price of Rs. 257/- each by way of Preferential Issue to the non-promoter
investors.
The Company received trading approval from NSE for 3,00,000 equity shares arising out
of conversion of warrants w.e.f. June 16, 2023.
Disclosure of Event and Information pursuant to Regulation 30 of the Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015
read with SEBI Circular number CIR/CFD/CMD/4/2015 dated September 09, 2015 are as under
and is also available on company's website in krishival/BM outcome preferential
| Particulars of Securities |
Details of Securities |
| Type of securities proposed to be issued |
Convertible Warrants |
| Type of issuance |
Preferential Issue in accordance with Chapter V of the SEBI ICDR Regulations and other
applicable law. |
| Total number of securities proposed to be issued or the total amount for which the
securities will be issued |
Upto 25,00,000 Warrants at a price of Rs. 257/- per Warrant in Cash, for an aggregate
consideration of upto Rs. 64,25,00,000/-. |
| Maturity Date |
18 months from the date of allotment i.e., September 18, 2024 |
| In case of preferential issue the listed entity shall disclose the following
additional details to the stock exchange(s): |
|
| Name of Investors |
1) Tano Investment Opportunities Fund - 22,00,000 Warrants 2) Ecotek General Trading
LLC - 3,00,000 Warrants |
| Post Allotment of securities - outcome of the subscription, issue price / allotted
price (in case of convertibles) |
25,00,000 Warrants at a price of Rs. 257/ - per Warrant in Cash, for an aggregate
consideration of upto Rs. 64,25,00,000/-. |
| Number of Investors |
2 (Two) |
| in case of convertibles - intimation on conversion of securities or on lapse of the
tenure of the instrument; |
On Allotment of Warrants: 25% of the total consideration towards respective
Warrants are paid by the respective allottees prior to the allotment and the balance shall
be payable on or before conversion of the Warrants into Equity Shares. |
|
Conversion Ratio and Timeline: Each Warrant is convertible into one (1) Equity
Share and the conversion can be exercised at any time within a period of 18 months from
the date of allotment, in one or more tranches, as the case may be and on such other terms
and conditions as applicable. |
|
Intimation on conversion of securities: Shall be duly communicated at an
appropriate time |
|
On lapse of the tenure of the instrument: Shall be duly communicated at an
appropriate time |
15. STATUTORY AUDITORS
The Members had appointed M/s. Tamanna Parmar & Associates, Chartered Accountants,
as Statutory Auditor of the Company in the Annual General Meeting held on October 11, 2021
for a period of five years from FY 2021 -22 till FY 2025-26. M/s. Tamanna Parmar &
Associates is the Statutory Auditor of the Company for the FY 2022-23.
16. INTERNAL AUDITOR
In the Board Meeting held on January 8, 2022, the Internal Auditor was appointed for a
period of three years from FY 2021-22 to FY 2023-24. M/s Manant Jain & Co is the
Internal Auditor of the Company for the FY 2022-23.
17. STATUTORY AUDIT REPORT
The Auditors' Report on the financial statement for the current year is self -
explanatory, therefore does not require any further explanation. The Company has already
submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
18. COST AUDITOR REPORT AND COST RECORD
The Directors state that Section 148(1) of the Companies Act, 2013, is not applicable
to the company.
19. MATERIAL CHANGES AFTER THE CLOSE OF THE FINANCIAL YEAR
Changes subsequent to the financial years has been disclosed in the director report.
20. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s MNB & Co. LLP, Practicing Company Secretary was appointed as Secretarial
Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2021-22 to
2023-24 pursuant to Section 204 of the Companies Act, 2013 and rules made there under. The
Secretarial Audit Report for the Financial Year 2022-2023 forms part of the Annual Report.
The Secretarial Audit Report is annexed to this Report.
The secretarial Audit report for the current year is self-explanatory, therefore does
not require any further explanation.
21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION
143
There are no frauds reported by the Statutory Auditors of the Company under Section 143
(12).
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was no change in the Directorship of the Company during the year under review.
23. ANNUAL RETURN
The Annual Return along with Notice of AGM is uploaded on the website of the Company.
The web link for the same is as under: https:/ /krishival.com/pages/annual-return
24. CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company and its subsidiaries for FY
2022-23 are prepared in compliance with the applicable provisions of the Act and as
stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [SEBI Listing Regulations]. The audited consolidated
financial statements together with the Independent Auditor's Report thereon form part of
this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the
salient features of the Financial Statement of the subsidiary companies is attached to the
director report in Form AOC-1. Pursuant to the provisions of Section 136 of the Act, the
Company will make available the said financial statement of the subsidiary companies
upon a request by any member of the Company or its subsidiary companies. These financial
statements of the Company and the subsidiary companies will also be kept open for
inspection by any member.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the
Companies (Accounts) Rule, 2014, a statement containing salient features of financial
statements of subsidiaries in Form AOC-1 is attached herewith as Annexure V. The
separate audited financial statements in respect of the subsidiary companies are open for
inspection and are also available on the website of Company. The statements are also
available on the website of the Company and can be accessed at:
https://krishival.com/pages/our-group- companies under the "Investors" Section.
25. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:
Our Company has one wholly owned subsidiary namely, Siddhivinayak Cashew Industries
Private Limited registered in India.
Our wholly owned Subsidiary is engaged in the line of business that is similar and/or
synergistic to our Company, primarily pertaining to trading and processing of cashew and
related dry fruit products. Our Subsidiary has been incorporated to undertake or operate
in line with our Company's business objectives in the markets, on behalf of our Company.
26. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES
As per financial statement the subsidiary Company made a loss of Rs.10.34 lakhs during
the FY 2022-23, as compared to loss of Rs.7.83 lakhs in the previous FY 2021-22.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013
read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure
I.
28. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for
(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;
and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors
of the Company in appropriate or exceptional cases. The web link for the policy is as
under: https://krishival/Vigil-Mechanism- Policv
29. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility was not applicable for the financial
year 2022-2023. However, the same is applicable from financial year 2023-2024.
The CSR committee has been formed and the policy on Corporate Social Responsibility is
part of the website of the Company. The web link for the policy on Corporate Social
Responsibility is as under: https: / /krishival/ Corporate-Social-Responsibility-Policy
30. RELATED PARTY TRANSACTIONS
There were contracts or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related
party transactions as per AS 18 are given in the notes to the financial accounts and forms
part of the Annual Report.
Pursuant to Section 188 (1) of the Act, particulars of contracts/arrangements entered
into by the company with related parties is attached to the director report in Form AOC-2.
The policy on Related Party Transactions is part of the website of the Company. The web
link for the policy on related party transaction is as under: https://krishival/Disclosure
of RPT - March 31 2023
31. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
32. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as well as
issues being faced by the industry. Details of the Familiarization program for Independent
Directors form part of the website of the Company. The web link of Familiarization program
is as under: https: / /krishival/Familiarization-Program-For-Independent-Directors
33. INDEPENDENT DIRECTOR'S MEETING
The Independent Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the Independent
Directors is as per the provisions of Companies Act, 2013 as well as the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
34. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have
given the declaration to the Company that they qualify the criteria of independence as
required under the Act.
35. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
In the opinion of the board, the Independent Directors fulfill the conditions specified
in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company.
The Independent Directors have complied with the code prescribed in schedule IV of the
Companies Act, 2013.
36. MEETING OF BOARD OF DIRECTORS
Details of meeting of the board of directors is annexed.
37. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well the evaluation of
the working of its Audit,
Nomination & Remuneration and Stakeholder committee, including the Chairperson of
the Board who were evaluated on parameters such as level of engagement and contribution
and independence of judgment thereby safeguarding the interest of the Company. The
performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairperson and the Non Independent Directors was
carried out by the Independent Directors. The Directors expressed their satisfaction with
the evaluation process.
38. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not
mandatory. However, the company has complied with the provisions of Regulation 17 to 27 of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to the extent possible. A separate section on Corporate Governance
forms part of the Directors' Report as stipulated in Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the
Annual Report as Annexure II.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report is annexed.
40. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Board hereby states that the Company has complied with all the applicable
secretarial standards to the extent possible.
41. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186
OF COMPANIES ACT, 2013
Our Company has not given any loan to the Directors and/or Key Management Personnel.
Particulars of loans, guarantees and investments made by Company pursuant to Section 186
of the Companies Act, 2013 are given in the notes to the financial accounts forming part
of the Annual Report.
42. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
Material changes subsequent to the end of the financial year is disclosed herein above.
43. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR
Material developments during the financial year is disclosed herein above.
44. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
As on March 31, 2023, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016
45. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the financial year ended March 31, 2023, there are no order passed by regulatory
authority or Courts.
46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
There is no one time settlement done with bank or any financial institution.
47. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL
EXPLAIN THE REASON THEREOF;
The trading of the company has not been suspended. The Company received Listing and
trading started on NSE Emerge platform on March 31, 2022.
48. NOMINATION AND REMUNERATION POLICY
An extract of the Company's policy relating to directors appointment, payment of
remuneration and discharge of their duties is annexed herewith. The web link to the
Nomination and Remuneration Policy is as under: https: /
/krishival/Nomination-And-Remuneration-Policy
49. PARTICULARS OF EMPLOYEES
The Directors and employees do not exceed the remuneration criteria prescribed in
Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details
attached as Annexure IV.
The said information in detail is available for inspection at Registered Office of the
Company during working hours. Any member interested in obtaining such information may
write to the Company Secretary, at the registered office and the same will be furnished on
request.
50. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. The Board thereafter constituted
a sexual harassment committee where the chairperson of the Committee is Aparna Morale
Bangar, Shailesh Kumar Jain and Sunil Kumar Agarwal are the Members. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
a. number of complaints filed during the financial year - None
b. number of complaints disposed of during the financial year - None
c. number of complaints pending as on end of the financial year - None
51. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
52. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls besides timely statutory audit and
limited reviews of performance taking place periodically.
53. REGISTRATION WITH INDEPENDENT DIRECTOR'S DATABANK
The Independent directors of the company are registered with Independent director
databank.
54. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and
have made judgments and estimates that are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2023 and of the
profit for the Company for the year ended March 31, 2023;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
55. ACKNOWLEDGEMENT
Your Directors takes opportunity to show gratitude towards the assistance and
co-operation received from Shareholders.
|
For and on Behalf of the Board of Directors of |
|
Krishival Foods Limited |
|
(Formerly known as Empyrean Cashews Limited) |
| Aparna Morale Bangar |
Nana Mhaske |
Anant Kulkarni |
| Chairperson & MD |
Director & CEO |
Director & CFO |
| DIN: 05332039 |
DIN: 01911731 |
DIN: 01887356 |
| Place: Mumbai |
|
|
| Date: June 24, 2023 |
|
|
  Â