Dear Shareholders,
The Board of Directors have pleasure in presenting their Report and the Audited
Financial Statements for the financial year ended March 31, 2024.
1. FINANCIAL SUMMARY
(Rs. in Lakhs)
Particulars |
For the year ended March 31, 2024 |
For the year ended March 31, 2023 |
| Revenue from operations |
55,355 |
58,608 |
| Profit/(Loss) beforetax |
(642) |
(6,217) |
| Profit/(Loss) after tax |
(607) |
(6,260) |
The Financial Statements have been prepared in accordance with Section 133 of the
Companies Act, 2013 ("the Act") read with the rules made thereunder and Indian
Accounting Standards (Ind AS); these along with the Auditors' Report, form part of the
Annual Report. In FY 2023-24, the Company demonstrated resilience despite a challenging
business environment and ongoing inflationary pressures that impacted consumption
patterns. The revenue saw a decline of 5.5%, totalling 553.5 Crores, compared to 586.1
Crores in FY 2022-23. However, despite this revenue drop, the Company significantly
reduced its losses from 62.6 Crores to 6.07 Crores in FY 2023-24, marking an
impressive 90% improvement due to effective measures taken to reduce the marketing costs
and overall overheads during the period.
BUSINESS OUTLOOK
The Company holds significantposition in
India's rapidly growing packaged snacks market, driven by its flagship brand, Crax. It
benefits from increasing consumer demand for convenient and affordable snack options,
fueled by urbanization and evolving lifestyles. To capitalize on these trends, the Company
emphasizes continuous product innovation, diversifying its offerings to cater to varying
consumer preferences. In the extruded snacks category, efforts are focused on revitalizing
the product portfolio, while in the non-extruded category, the focus remains on scaling up
the potato chips line as a core strength and expanding the range of namkeens and other
products to maximize capacity utilization.
A robust distribution network ensures effective market penetration in both urban and
rural areas, with plans to enhance rural reach through tailored packaging and expanded
channels. Recognizing the importance of e-commerce, the Company is also strengthening its
online presence to drive future growth.
Sustainability remains a key priority, with initiatives to reduce plastic usage and
responsibly manage waste, aligning with regulatory requirements and the expectations of
environmentally conscious consumers.
Despite challenges such as intense competition and raw material price volatility, the
Company is well-positioned for sustained growth and value creation in the vibrant Indian
snacks industry.
2. ENHANCING PRODUCT PORTFOLIO
Over the past 40 years, the Company has delighted consumers with a diverse range of
snacks, such as Crax Rings, Curls, Fritts, and Natkhat, as well as a variety of namkeens
and potato chips. To ensure consistent quality, the Company has advanced manufacturing
facilities in Ghaziabad, Greater Noida, Kashipur, Howrah and Hyderabad. The Company has an
extensive product portfolio that includes a variety of snacks catering to different tastes
and preferences suiting all age groups.
• Crax Corn Rings: The timeless snack that been delivering joy for years kids.
• Crax Biggies: Big in size with irresistible swiss cheese flavor! This premium
snack is your perfect partner for movie nights, favourite shows or game nights.
• Crax Curls: Another favorite, these are curled corn puffs that are unique for
their melt in the mouth texture. They are available in multiple flavors like Chatpata
Masala, Cheesy Delight and Tomato Treat.
• Natkhat: Classic old favorite, drive away those hunger pangs with the delight of
Crax Natkhat! These crispy wheat puffs are a universal favorite. Whether it's a cozy
tea-time or a movie marathon, they're the perfect choice for any occasion. Indulge in the
deliciousness with 3 tempting flavors: Classic and Masala and newly launched Chatpata
Imli.
• Crax Fritts: Unique fries-shaped snacks have a distinctive blend of crunchy corn
and potatoes. Plus, it's baked, not fried, so you can indulge guilt-free, especially in
the irresistible Cream & Onion and Achari Chatka flavor and newly launched Peri Peri
flavor.
• Crax Crunchy Pipes: Made from wheat and lightly seasoned, this treat is tailored
to satisfy your cravings like never before.
• Crax Crunchy Noodles: Indulge in a noodle shaped snack which offers a flavor
fiesta in every bite, delivering a satisfying crunch and a burst of taste. Available in a
yummy tangy and spicey masala flavor.
• Crax Namkeens: A variety of traditional Indian savory mixes, including bhujiya
and daal mixtures. Spicy, tangy, or crispy bites, we've got something for everyone.
Explore a mouthwatering variety, including our famous Mast Mattar and Double Mazza
namkeens.
The Company has been at the forefront of extruded snack innovation in India, launching
recently Biggies, Natkhat Imli and Fritts Peri Peri. We will continue to bring innovative
snacks to Indian consumers to keep offering them great snacking experiences.
3. DELISTING OF EQUITY SHARES
During the financial year 2022-23, AI Global Investments (Cyprus) PCC Limited
("Acquirer/ Promoter") and AI Darwin (Cayman) Limited ("PAC"), as
person acting in concert with the Acquirer, made an offer to acquire all the Equity Shares
held by Public Shareholders and accordingly to delist the Company in accordance with the
provisions of Securities and Exchange Board of India (Delisting of Equity Shares),
Regulations 2021 ("Delisting Regulations"). In accordance with the Delisting
Regulations, the remaining Public Shareholders of the Company who did not or were not able
to participate in the Counter Offer and are still holding Equity Shares in the Company,
were provided an option to tender their Equity Shares at an Exit Price of Rs. 467 (Rupees
Four Hundred and Sixty Seven) per equity share during a period of one year from the date
of delisting, i.e., till April 4, 2024, on the terms and
Accordingly, as on March 31, 2024, the Issued and Paid-up equity share Capital of the
Company is Rs. 10,08,21,730 divided into 5,04,10,865 Equity Shares of face value of Rs.
2/- each.
| Date of Allotment |
Equity Shares |
|
Issued & Allotted |
| July 12, 2023 |
5,392 |
| August 1, 2023 |
1,132 |
| August 8, 2023 |
66,156 |
| August 30, 2023 |
33,538 |
| September 5, 2023 |
814 |
| September 21, 2023 |
8,317 |
| October 23, 2023 |
10,159 |
| January 6, 2024 |
8,462 |
| February 22, 2024 |
557 |
| March 31, 2024 |
462 |
| Total |
1,34,989 |
subject to the conditions set out in the Exit Letter of Offer.
The exit offer period concluded on April 4, 2024. In pursuance of the said exit offer
and as on March 31, 2024, the Acquirer has acquired 10,08,503 equity shares, in aggregate,
at price of Rs. 467 per share, constituting 96.56% of the paid up equity share capital of
the Company.
4. DIVIDEND
After evaluating the Company's cash flow, and overall financial performance, the Board
decided not to declare dividend for the financial year ended March 31, 2024.
5. RESERVES
Your Company has not transferred any amount to the reserves during the year under
review.
6. CHANGE IN CAPITAL STRUCTURE
As on date, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees
Fifteen Crores Only) divided into 6,50,00,000 (Six Crore Fifty Lakh) Equity Shares of Rs.
2/- each and 20,00,000 (Twenty Lakh) Cumulative Convertible Preference Shares of Rs. 10/-
each carrying dividend @10% per annum.
During the financial year under review, your Company has issued and allotted the
following equity shares of face value of Rs. 2/- each to the eligible employees of the
Company for the exercise of ESARs granted under Employees Stock Appreciation Rights Plan,
2020:
Further, during the financial year under review, the Company has neither issued sweat
equity shares nor issued Equity Shares with differential rights as to dividend, voting or
otherwise.
7. ESOP AND ESAR a) Employees Stock Option Scheme ("ESOP")
During the financial year, change in the DFM Foods Employee Stock Option Plan 2014 of
the Company. b) Employees Stock Appreciation Rights ("ESAR")
Disclosure under Section 62(1)(b) of the Act read with Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 for the has been no period under review is
mentioned below:
| S. No Particulars |
Details |
| 1. ESARs granted |
26,57,079 |
| 2. ESARs vested |
1,43,504.67 |
| 3. ESARs exercised |
3,61,132.39 |
| 4. Total number of equity shares arising as a result |
1,34,989 |
| of exercise of ESARs |
|
| 5. ESARs lapsed |
12,30,063.13 |
6. ESAR exercise price |
The ESAR Grantee shall pay the face value of a Share prevailing at the
time of such allotment per Share allotted subject to additional payment/ recovery of
applicable taxes. |
|
The present face value of the equity share is Rs. 2.00 per share. |
|
The ESARs have been exercised at the exit offer price of Rs. 467 per
equity share. |
7. Variation of terms of ESARs |
The shareholders in their meeting held on November 29, 2023 have
approved the amendments of Employees Stock Appreciation Rights Plan 2020 in compliance
with the provisions of Section 62(1)(b) of the Act read with Rule 12 of Companies (Share
Capital and Debenture) Rules, 2014 |
| 8. Money realized by exercise of ESARs |
Rs. 2,69,978 |
| 9. Total number of ESARs in force (Active ESARs) |
28,05,268.48 |
| 10. ESARs granted to key managerial personnel: |
|
a. Mr. Vipul Prakash (Managing Director & CEO) |
10,00,000 |
b. Mr. Nikhil Mathur (Chief Financial Officer) |
90,000 |
c. Ms. Vaishali Singh (Company Secretary) |
23,000 |
11. Any other employee who receives a grant of ESARs in any one year
of ESARs amounting to 5% or more of ESARs granted during that year* |
|
a. Mr. Swayam Prakash Misra Chief Sales Officer |
2,10,000 |
b. Mr. Himanshu Maloo1 Chief Supply Chain Officer |
1,50,000 |
c. Mr. Kanwal Kishore2 Chief Supply Chain Officer |
1,50,000 |
| S. No Particulars |
Details |
12. Identified employees who were granted ESARs, 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 |
Nil |
*The details pertain to the financial year 2023-24. For previous financial years,
kindly refer respective year's Annual Reports.
1 Resigned w.e.f. November 2, 2023 2 Resigned w.e.f. February 18, 2024
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, joint ventures or associate company. However,
the Company is a subsidiary of AI Global Investments (Cyprus) PCC Limited.
9. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of
the Company which occurred between the end of the financial year to which the financial
statements relate and the date of this Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that: a) In the preparation of the annual accounts, the
applicable accounting standards have been followed and there are no material departures
from the same; b) They have selected such accounting policies and applied them
consistently and 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, 2024 and
of the loss of the Company for the year; c) They have taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d) The annual accounts are prepared on a going concern basis; e)
They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The appointment and remuneration of Directors are governed by the Policy devised by the
Nomination and Remuneration Committee of the Company. Currently, the Company's Board is
comprised of seven members. The Chairman, Mr. Hemant Madhusudan Nerurkar is a
Non-Executive Independent Director of the Company. Mr. Lagan Shastri was the Managing
Director and CEO of the Company till the closing of the business hours of August 1, 2023.
Mr. Vipul Prakash was appointed as an Additional Director and designated as the Managing
Director and Chief Executive Officer of the Company with effect from August 1, 2023. The
shareholders have approved the appointment of Mr. Vipul Prakash as the Managing Director
and Chief Executive Officer of the Company in the Annual General Meeting (AGM) held on
November 29, 2023.
Mr. Nihal Sarawgi was appointed as an Additional Non - Executive Non - Independent
Director of the Company with effect from February 22, 2024. As per Section 149 of the Act,
Mr. Nihal, being an Additional Director, holds office up to the date of the ensuing AGM.
The resolution seeking shareholders' approval for the appointment of Mr. Nihal as Non -
Executive Non - Independent Director of the Company has been included in the Notice of the
AGM together with his brief details. Mr. Sandeep Batra has been appointed as Non -
Executive Independent Director of the Company with effect from April 16, 2024. As per
Section 149 of the Act, Mr. Sandeep Batra, being an Additional Director, holds office up
to the date of the ensuing AGM and is eligible to be appointed as an Independent Director
of the Company. The resolution seeking shareholders' approval for the appointment of Mr.
Sandeep as Non-Executive Independent Director of the Company has been included in the
Notice of the AGM together with his brief details.
Due to his increased personal and professional commitments, Mr. Anil Kumar Chanana
resigned as Non-Executive Independent Director of the Company with effect from the closing
hours of October 18, 2024 and Mr. Manu Anand (DIN: 00396716), who retires by rotation but
has expressed his unwillingness to seek reappointment and therefore, would cease to be a
Director of the Company on conclusion of the ensuing Annual General Meeting (AGM).
Mr. Hemant Madhusudan Nerurkar and Ms. Dipali
Hemant Sheth were appointed as Independent
Directors of the Company at the 27th AGM held on September 21, 2020 for a period of 5
(five) consecutive years commencing from January 14, 2020 upto January 13, 2025 (both days
inclusive). In compliance with the provisions of Sections 149, 152 and Schedule IV of the
Act, and the said directors being eligible, it is proposed to reappoint Mr. Hemant and Ms.
Dipali for a second term as Independent Directors on the Board of the Company. The
resolutions seeking shareholders' approval for the re-appointment of Mr. Hemant and Ms.
Dipali's as Non-Executive Independent Directors of the Company have been included in the
Notice of the AGM together with their brief details.
The Board at its meeting held on December 07, 2024 and based on the recommendation of
Nomination and Remuneration Committee, has proposed the above mentioned appointments/
re-appointments for approval of the shareholders at the ensuing AGM of the Company.
Currently, Mr. Hemant Madhusudan Nerurkar, Mr. Sandeep Batra and Ms. Dipali Hemant Sheth
are Non - Executive Independent Directors of the Company. Mr. Vipul Prakash, Executive
Director, Mr. Sahil Dilip Dalal, Mr. Nihal Sarawgi and Mr. Manu Anand are Non - Executive
Non - Independent Directors of the Company.
The Company has received a declaration from all the Independent Directors confirming
that they satisfy the criteria of independence as prescribed under the provisions of the
Act.
The Company has also received declaration of compliance of Rule 6 (1) & (2) of the
Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online
registration with the Indian Institute of Corporate Affairs for inclusion/ renewal of name
in the databank of Independent
Directors.
In the opinion of the Board, all the Independent
Directors possess the attributes of integrity, expertise and experience including the
proficiency required to be an Independent Director of the Company, fulfill the conditions
of independence as specified in the Act and are independent of the management and have
also complied with the Code for Independent Directors as prescribed in
Schedule IV of the Act.
According to the Secretarial Standard - 2 issued by the Institute of Company
Secretaries of India, brief profile and other information of Mr. Nihal Sarawgi, Mr.
Sandeep Batra, Mr. Hemant Madhusudan Nerurkar and Ms. Dipali Hemant Sheth are provided in
the Notice convening the ensuing AGM of the Company and the relevant resolutions are
recommended for approval of the members of the Company.
In terms of Section 203 of the Act, as on March 31, 2024, the Company has the following
Key Managerial Personnel: a) Mr. Vipul Prakash, Managing Director & CEO
(w.e.f. August 1, 2023) b) Mr. Nikhil Mathur, Chief Financial Officer c) Ms. Vaishali
Singh, Company Secretary (w.e.f. March 18, 2024) Mr. Lagan Shastri resigned as Managing
Director and Chief Executive Officer with effect from the closing of the business hours of
August 1, 2023. Mr. Raju Singh Tomer resigned as Company Secretary and Compliance Officer
of the Company with effect from October 1, 2023.
12. BOARD AND COMMITTEES
All the Directors are esteemed professionals with diverse expertise, industry
experience, educational backgrounds, and a gender mix relevant to achieving the Company's
objectives and strategic goals.
Details about the Board and its Committees, including the number of meetings held and
attended by the Directors, are given in Clause No. 2 of the Report on Governance.
As required by Schedule IV to the Act, a meeting of the Independent Directors was held
on February 22, 2024, without the presence of other Directors. The Board Committees play a
crucial role in the Company's governance structure. They have been constituted to address
specific areas and activities mandated by applicable regulations that require closer
review. The Board formally approves these Committees, assigning clearly defined roles to
Members of the Board as part of good governance practices. The Chairman of each Committee
reports to the Board on the discussions held during Committee meetings. The minutes of all
Committee meetings are submitted to the Board for review. The Board Committees can invite
special guests to meetings as appropriate. During the financial year under review, there
were no instances where the Board did not accept the recommendations of the Audit
Committee.
The Board has established the following statutory and non-statutory Committees: a)
Audit Committee, b) Nomination and Remuneration Committee (Compensation Committee), c)
Corporate Social Responsibility Committee, d) Stakeholders' Relationship Committee, and e)
Risk Management Committee.
The composition, terms of reference, number of meetings held, and business transacted
by the Committees is given in the Report on Governance.
13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION POLICY
The Company's Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, independence of Directors and other related
matters as provided under Section 178(3) of the Act is furnished in Annexure 1 and forms
part of this Report. The Policy is also available in the Investor Relations, on the
website of the Company and can be accessed at the weblink https://crax.
in/wp-content/uploads/2023/12/Nomination-and-Remuneration-Policy-2.pdf.
Subsequent to the voluntary delisting of the equity shares of the Company, the Board of
Directors in its meeting held on June 20, 2023 has amended the Nomination and Remuneration
Policy in compliance with the provisions of the Act. The details of familiarization
programme for Independent Directors with the Company are placed on the website of the
Company at the weblink https://crax.in/wp-content/
uploads/2024/07/Familiarization-Programme-for-FY-23-24.pdf.
14. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS
The details of evaluation of Directors, Committees and Board as a whole are provided in
the Report on Governance.
15. INTERNAL FINANCIAL CONTROLS
The company has long upheld robust internal financial controls, supported by a diligent
governance structure and regular reviews conducted by a highly respected internal audit
firm. These measures have been instrumental in fostering trust and efficiencyacross our
operations. Nevertheless, a few recent whistleblower complaints brought to light certain
gaps in our procurement systems. While these instances are not reflective of our overall
processes, we have taken immediate steps to address and resolve the identified issues,
reaffirming maintaining the highest standards of operational integrity and continuous
improvement.
16. UNPAID/ UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 124(5) of the Act, final dividend for FY 2015-16
amounting to Rs. 12,25,835 which remained unpaid/unclaimed for a period of 7 years, from
the date it was lying in the unpaid dividend account, has been transferred by the Company
to the Investors Education and Protection Fund ("IEPF") of the Central
Government. The details on transfer of unpaid to Investor Education and Protection Fund
(IEPF) are given in Clause 6 (ix) of the Report on Governance.
17. AUDIT COMMITTEE
As on March 31, 2024, the Audit Committee comprises of Mr. Anil Kumar Chanana
(Chairperson), Mr. Hemant Madhusudan Nerurkar, Mr. Sahil Dilip Dalal and Ms. Dipali Hemant
Sheth. The terms of reference of the Committee are included in the Report on Governance,
which forms a part of this Report.
During the financial year under review, there have been no instances where the
recommendations of the Audit Committee were not accepted by the Board.
However, after the closure of the financial year 2023-24, the Audit Committee has been
reconstituted with effect from April 16, 2024, comprises of Mr. Sandeep Batra
(Chairperson), Mr. Hemant Madhusudan Nerurkar, Mr. Sahil Dilip Dalal and Ms. Dipali Hemant
Sheth. Mr. Anil Kumar Chanana, in order to fulfil his personal and professional
commitments, had conveyed his desire to discontinue as the Chairperson of the Audit
Committee with effect from April 16, 2024.
18. AUDITORS AND AUDITORS' REPORT a) Statutory Auditors
As per provisions of Section 139(1) of the Act, the shareholders of the Company in the
AGM held on November 29, 2023, approved the appointment of M/s MSKA & Associates,
Chartered Accountants (ICAI
Firm Registration No. 105047W), as Statutory Auditors for a period of five (5) years.
M/s MSKA & Associates, Chartered Accountants have furnished a certificate their
eligibility and consent under section 139 and 141 of the Act and the Companies (Audit and
Auditors) Rules 2014 and they have confirmed that they are not disqualified from being
appointed as the Statutory Auditors of the Company for a period of 5 (Five)
Years from the conclusion of the AGM held on November 29, 2023. The Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
The explanation or comments made by the Board related to the qualification, reservation
or adverse remarks made by the auditor in their report are furnished in Annexure 2 and are
attached to this report. b) Details in respect of frauds reported by auditors
As per section 134 (3)(ca) of the Companies Act, 2013, details of fraud reported by the
auditor under section 143(12) must be disclosed, excluding those which are already
reported to the Central Government. None other than disclosed in "Note 50" of
the financial statement of the year ended March 31, 2024. c) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with corresponding Rules
framed thereunder, M/s Chandrasekaran Associates, Practising Company Secretaries, were
appointed as the Secretarial Auditor of the Company to carry out the secretarial audit for
the financial year ending March 31, 2024.
In terms of Section 204 of the Act, a Secretarial Audit Report given by the Secretarial
Auditor in Form No. MR 3 is annexed with this Report as Annexure 3. There are no
qualifications, reservations, comments or adverse remarks made by the Secretarial Auditor
in their Report. d) Internal Auditors
Pursuant to the provisions of Section 138 of the Act read with corresponding rules
framed thereunder, M/s. Grant Thornton Bharat LLP, act as the Internal Auditors of the
Company. e) Cost Auditors
Provisions of Section 148 of the Act read with Companies (Cost Account and Audit)
Rules, 2014 are not applicable to the Company. Hence, the Company has not appointed any
Cost Auditor during the financial year.
19. RISK MANAGEMENT
The type of risks and risk mitigation process in detail has been provided in the
Management Discussion and Analysis Report forming part of this Annual Report.
During the financial year under review, subsequent to the resignation of Mr. Lagan
Shastri, the Risk Management Committee (RMC) was reconstituted with effect from August 1,
2023.
As on March 31, 2024, the RMC comprised of Mr. Anil Kumar Chanana (Chairperson), Mr.
Hemant Madhusudan Nerurkar, Mr. Sahil Dilip Dalal, Ms. Dipali Hemant Sheth and Mr. Vipul
Prakash. The detailed terms of reference of the Committee are included in the Report on
Governance, which forms a part of this Report.
However, after the closure of the financial year 2023-24, the RMC was reconstituted
with effect from April 16, 2024, comprising Mr. Vipul Prakash (Chairperson), Mr. Hemant
Madhusudan Nerurkar, Mr. Sahil Dilip Dalal and Ms. Dipali Hemant Sheth. Mr. Anil Kumar
Chanana, in order to fulfil his personal and professional commitments, had conveyed his
desire to discontinue as the Chairperson of the Risk Management Committee with effect from
April 16, 2024.
The RMC has, inter-alia, formulated a detailed Risk Management Policy. In the opinion
of the RMC, there are no such risks, which may threaten the existence of the Company.
Subsequent to the voluntary delisting of the equity shares of the Company, the Board of
Directors in its meeting held on June 20, 2023 has amended the Risk Management Policy in
compliance with the provisions of the Act.
20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Vigil Mechanism and Whistle Blower Policy aims to cultivate an atmosphere of candid
and transparent communication, in line with our core values. This policy details the
procedure for reporting matters of concern to management in good faith and seeking
resolution without apprehension of retaliation against whistleblowers. It guarantees that
any instances of misconduct, wrongdoing, or non-compliance are dealt with promptly and
effectively.
The Audit Committee periodically reviews the existence and functioning of the
mechanism. It reviews the status of complaints received under this policy on a quarterly
basis.
Subsequent to the voluntary delisting of the equity shares of the Company, the Board of
Directors in its meeting held on June 20, 2023 has amended the Vigil Mechanism and Whistle
Blower Policy in compliance with the provisions of the Act. In order to simplify the vigil
mechanism procedure and based on the recommendations of the Audit Committee, the Board of
Directors in its meeting held on May 29, 2024 has amended the Vigil Mechanism and Whistle
Blower Policy of the
Company.
Further during the year under review, certain complaints were received through our
Whistle Blower mechanism which have indicated the need to further strengthen our
procurement systems and vigil mechanisms. While these instances are not reflective of our
overall processes, we have taken immediate steps to address and resolve the identified
issues. The said complaints alleged various financial irregularities in the procurement of
certain goods and services. In line with the Company's Whistle Blower Policy, these
complaints were treated with utmost importance and the Board resolved to engage an
independent agency for a detailed investigation. The agency's findings highlighted
potential collusion of certain ex-employees with some vendors and procurement from
potentially interlinked or conflicted parties, though the financial impact remained
undetermined.
The Company took decisive steps to reinforce its zero-tolerance approach to misconduct.
Relationships with vendors implicated in unethical practices were terminated. The CEO
addressed the employees to reaffirm the Company's values and the importance of upholding
ethical behaviour at all times. Mandatory disclosure of potential conflicts of interest by
employees and training on the Company's Code of Conduct were implemented. The Procurement
function underwent significant head of the department and team members. Vendors were also
reminded of the Company's expectations on integrity. Several of the control weaknesses
identified have already been resolved and we are working on correcting the remaining
issues at the earliest. Further, the Company has appointed a reputed consultant to study
its procurement processes in depth, identify improvements in controls, and help implement
changes. Regular assessments will also be carried out to ensure the continued
effectiveness and reliability of these controls.
These actions underscore the Company's unwavering commitment to transparency, ethical
conduct, and strong corporate governance. The details on Vigil Mechanism and Whistle
Blower Policy are given in Clause 4 (ii) of the Report on Governance.
21. CORPORATE GOVERNANCE
Our Board of Directors consists of professionals who bring a wealth of diverse
expertise and perspectives to our organization. We adhere strictly to robust governance
policies and procedures, ensuring accountability, integrity, and fairness in all
decision-making processes. We maintain transparent and open communication channels with
our stakeholders, providing timely and accurate updates on our performance, strategies,
and potential risks. Furthermore, dedicated committees oversee critical areas including
audit and risk management, bolstering our governance structure. By fostering a culture of
ethical behavior and responsible business practices, we strive to uphold the trust and
confidence of all our stakeholders.
A detailed report on Corporate Governance is attached with this Report as Annexure 4.
22. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Our employees are our most important assets. We are dedicated to hiring and retaining
top talent by fostering a collaborative, transparent, and participative organizational
culture. We reward merit and sustain high performance, focusing on enabling our employees
to develop their skills, advance in their careers, and achieve their goals. DFM aims to
create an open and safe workplace where every employee feels empowered and valued,
regardless of gender, sexual orientation, or other factors. This inclusive environment
allows everyone to contribute to the best of their abilities. Throughout the year,
industrial relations remained cordial.
As of March 31, 2024, the company had a total of witha new 567 permanent employees. Our
human resource management is dedicated to supporting our workforce, helping them navigate
their career paths, and preparing them for the next level of achievement.
23. PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND INVESTMENTS
MADE
During the year under review, the Company has not given any loans or guarantees or
provided any securities covered under the provisions of Section 186 of the Act.
The Company has entered into Power Purchase
Agreement and Shareholding Agreement dated April 7, 2023 with M/s Upendra Singh Multi
Transmission Private Limited ("USMTPL") to get renewable energy (solar power)
generated from the Solar Power Plant, to benefit the Company from cost saving perspective.
In view of the above, the Company invested an amount of Rs. 95,99,967.72 in the paid up
equity share capital of USMTPL in compliance with Foreign Exchange Management Act, 1999
read with Rule 23 of the Non-Debt Instrument Rules 2019. Details of investments are given
in Note No. 3.1, which forms part of the Financial Statements.
24. RELATED PARTY TRANSACTIONS
Your Company has formulated a policy on related party transactions which is also
available on the website of the Company at https://crax.
in/wp-content/uploads/2023/12/Policy-on-Related-Party-Transactions-2.pdf. This policy
deals with the review and approval of related party transactions. The Board of Directors
of the Company has approved the criteria to grant omnibus approval by the Audit Committee
within the overall framework of the policy on related party transactions.
Subsequent to the voluntary delisting of the equity shares of the Company, the Board of
Directors in its meeting held on June 20, 2023 has amended the Policy on Materiality of
and Dealing with Related Party Transactions in compliance with the provisions of the Act.
During the financial year, the Company had not entered into any transaction with any of
its related party.
Accordingly, the disclosure of related party transactions as required under Section
134(3) (h) of the Act, in Form AOC 2 is not applicable. Members may refer to Note No. 30
to the Financial Statement which sets out related party disclosures pursuant to IND AS-24.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility has always been more than a statutory obligation for
Company. In the last few years, your Company has undertaken various CSR activities through
implementing agencies which includes nutritional awareness and Wash awareness programs on
voluntary basis.
Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and in view of average net loss, there was no
mandatory requirement to spend expenditure on CSR activities for the financial year
2023-24. Subsequent to the voluntary delisting of the equity shares of the Company, the
Board of Directors in its meeting held on June 20, 2023 has amended the Corporate Social
Responsibility Policy in compliance with the provisions of the Act. The CSR details are
given in Annexure - 5 to this Report.
26. EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the
extract of the Annual Return of the Company for the financial year 2023-24 is available on
the website of the Company at https://crax.in/wp-content/ uploads/2024/12/2023-24.pdf
27. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
The particulars of remuneration under Section 197(12) of the Act and Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached
as Annexure 6 to this Report.
During the year under review, the Managing Director & Chief Executive Officer of
the Company has not received any commission from the holding company.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS or material
orders passed Therearenosignificant by any Regulators, Courts or Tribunals against the
Company which could impact the going concern status and Company's operations in future.
29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed towards promoting the work environment that ensures every
employee is treated with dignity and respect and afforded equitable treatment irrespective
of their gender, race, social class, caste, creed, religion, place of origin, sexual
orientation, disability or economic status.
Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has adopted a Policy on prevention of
sexual harassment at workplace (‘POSH Policy'). Periodic sessions were also conducted
to apprise employees, Internal Complaint Committee and build awareness on the subject
matter. Our key focus is to create a safe, respectful and inclusive workplace which
fosters professional growth for each employee.
The Company has constituted Internal Complaint Committee which comprises of seven
internal members and one external member under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and complied with other provisions of the said Act. During the financial year under
review, there were no complaints received pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. As a result, there were no
complaints resolved during the year, and none remained pending at the year's end.
30. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, there was no application made by the Company or
any proceedings pending against the Company under the Insolvency and Bankruptcy Code,
2016.
31. DISCLOSURE REQUIREMENTS a) Report on Governance is attached, which forms part of
this Report. b) The Company believes that it can only be successful in the long term by
creating value both for its shareholders and for society. The Company is committed in
pursuing responsible growth and recognise its responsibility towards the society and the
environment in which it operates. c) The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs
and that such systems are adequate and operating effectively.
32. DEPOSITS FROM PUBLIC
During the financial year, the Company did not accept any public deposits under Chapter
V of the Act.
33. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo are provided in Annexure - 7 to this Report.
34. ENVIRONMENT, HEALTH AND SAFETY ("EHS")
The Company implements strict quality and EHS benchmarks which are reviewed and
progressed on an ongoing basis to remain compliant within the accepted norms. The
manufacturing facilities have the necessary certifications for food safety, environmental
social and governance compliances requirement as per National Guidelines for Responsible
Business Conduct (NGRBC). It works closely with various Indian regulatory agencies to keep
itself updated of the dynamic regulatory obligation.
35. CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, there has been no change in the nature of
business of the Company.
36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the financial year under review, disclosure w.r.t. 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,
is not applicable.
37. ACKNOWLEDGEMENT
Your Directors express their appreciation for the sincere cooperation and assistance of
Central and State Government authorities, bankers, customers, suppliers and business
associates. Your Directors also wish to place on record their deep sense of appreciation
for the committed services by your Company's employees. Your Directors acknowledge with
gratitude, the encouragement and support extended by our valued shareholder.
| On behalf of the Board |
| Sd/- |
| Hemant Madhusudan Nerurkar |
| Chairperson |
| Place: Mumbai |
| Date: December 07,2024 |
|