carnation industries ltd Directors report

AND

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Directors are pleased to present the 40th Annual Report on the business and operations of the Company and the Audited Financial Statement of the Company for the financial year ended 31st March, 2023.

FINANCIAL PERFORMANCE

Financial Results of the Company for the year 2023 along with figures for the previous year are as follows:

(Rs. in Lacs)

	For Year ended 31.3.2023	For Year ended 31.03.2022
Revenue from Operation and Other Income:
Export Sales (Net of Freight)
Domestic Sales		6.06
Other Operating Revenue
Other Income	3.22	455.83
	3.22	461.89
Profit/Loss before	(79.71)	(33.48)
Finance Costs,
Depreciation & Amortization,
Extra-Ordinary Item and Tax
Finance Cost	23.27	28.51
Depreciation & Amortization	1.64	1.68
Profit/(Loss) before Extra-Ordinary Item and Tax	(104.63)	(63.67)
Provision for Tax
Current Tax		0.85
Current Tax for earlier year
Deferred Tax	(0.62)	11.40
Profit/(Loss) after Tax	(122.01)	(75.92)
Other Comprehensive Income/(Loss) for the year	1.44	0.71
Total Comprehensive Income/(Loss) for the Period	(120.58)	(75.21)
Surplus brought forward from Previous Year	(1341.55)	(1266.35)
Available Surplus/(Deficit) for Appropriation	(1462.13)	(1341.55)
Surplus/(Deficit) Carried to Balance Sheet	(1462.13)	(1341.55)

STATE OF COMPANYS AFFAIRS AND FINANCIAL REVIEW

During the financial year ended 31st March, 2023 the Company has achieved total revenue from operations and other income of Rs 3.22 lacs against Rs 461.89 lacs in the previous year. The loss before Finance Cost, Depreciation & Amortization, Extra-Ordinary Item and Tax was Rs 79.71 lacs against Rs 33.48 lacs in the previous year. The loss before Extra-Ordinary Item and Tax was Rs 104.63 lacs against a loss of Rs 63.67 lacs in F.Y. 2022-2023. The loss after tax was Rs 122.01 lacs against a loss of Rs 75.92 lacs in F.Y. 2022-2023. Total Comprehensive Loss for the period was Rs 120.58 lacs against a loss of Rs 75.21 lacs in the previous year.

CHANGES IN THE NATURE OF BUSINESS

The Company has been able to settle and pay off a majority of the Creditors and the few which are remaining are under negotiations for settlement and the Company is contemplating sale of the remaining assets to pay off the creditors. Due to non availability of finance the operations of the Company have stopped and the Company is following up on the pending dues from the Government to augment its finances.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT

The Global ocean freight scenario improved over the year and became steady in the later part. The metal prices which had reached the highest levels also softened and availability improved. However, the recessionary trends in Europe and the slow-down in the USA economy have affected the markets severely.

OPPORTUNITIES AND THREAT

India is still one of the favoured sources of engineering goods as China is becoming less favourable as the sourcing country, however, the continuing war between Russia and Ukraine is still posing a major threat in the global markets as economies of all countries are affected.

SEGMENT-WISE PERFORMANCE

As a matter of policy the Management reviews the disclosure requirement of segment wise reporting and as the Company was into Manufacturing of Casting and MS Products which are subject to same risk and returns, hence there is one primary segment in terms of AS-17, a separate disclosure on reporting by business segments is not required. The analysis of geographical segments is based on the areas in which the Company operates. As the operations have stopped no such reporting has been done.

Change in Key Financial Ratios Ratio Analysis

Particulars	Year ended 31-03-2023	Year ended 31-03-2022	Change (%)	Explanation for change in ratios more than 25% as compared to Previous Year
(a) Current Ratio	0.09	0.73	-64.64%	Refer to note number 14.1 regarding recall of Credit Facility by lender
(b) Debt-Equity Ratio	(0.72)	(1.32)	59.04%	Refer to note number 29.16 regarding discontinuation of operations of Company
(c) Debt-Service Coverage Ratio	(2.33)	(1.39)	-93.91%
(d) Return on Equity Ratio	0.51	0.63	-12.37%
(e) Inventory Turnover Ratio	NA	2.01	NA
(f) Trade Receivables Turnover Ratio	NA	0.10	NA
(g) Trade Payables Turnover Ratio	NA	-	NA
(h) Net Capital Turnover Ratio	NA	(0.14)	NA
(i) Net Profit Ratio	NA	(12.54)	NA
(j) Return on Capital Employed	0.22	(0.22)	43.53%
(k) Return on Investment	0.12	0.01	11.19%

FUTURE OUTLOOK

Under the difficult circumstances prevailing and as described in the earlier paragraphs and because of the need to resolve the creditors issues there is less likelihood of bringing back orders and shipments immediately. However, the Management has plans to review resumption of sales once the creditors are taken care of and fresh funds are brought into the Company by way of loan or by other means of fund raising.

RISKS AND CONCERN

The major concern of the Company is settling the liabilities of the creditors and subsequently reviewing the market situation. Since the stoppage of production and supply has affected our relation with the customers this is to be revived. Further, funding for procurement of materials is a matter of concern which shall be addressed subsequently.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Internal Financial Control System

The Company has proper and adequate Internal Financial Controls which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors independently evaluates the adequacy of internal controls.

Independence of the audit and compliance is ensured by direct reporting to the Audit Committee of the Board. The Company has taken adequate internal control systems and procedures for hygiene, creating awareness on save distancing, hand sanitization to minimize the risk of infection among the staff and labours.

Adequacy of Internal Financial Controls With Reference to the Financial Statements

To ensure effective Internal Financial Controls the Company has laid down the following measures:

1. All legal and statutory compliances are ensured on a monthly basis.

2. Transactions are pre-approved at the levels designated by the Management and this is audited and reviewed periodically.

3. Transaction audits are conducted periodically to ensure accuracy of financial reporting, safeguard and protection of all the assets. Stock audit is conducted on an annual basis at all locations. Fixed Asset Verification is done on an annual basis at all locations.

4. The Companys Books of Accounts are maintained in Oracle (ERP) and transactions are executed through Oracle (ERP) setups to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

5. The Company has in place a well-defined Whistle Blower Policy.

6. Compliance of secretarial functions is ensured by way of Secretarial Audit.

Your Companys Statutory Auditors have in their report confirmed the adequacy of the internal control procedures.

Fraud Reporting By Auditors

No fraud has been detected by the Auditors and hence not reported during the relevant financial year.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Since the last year has not been profitable there are serious cash flow issues. The main focus of the Company will be to regain its strength and hence no expansion on new projects is planned for the coming year. The focus currently is primarily on taking care of paying all the creditors through one time settlement.

HUMAN RESOURCES DEVELOPMENT

Your Company continued to have cordial and harmonious relations with its employees at all levels during the period under review. Due to non operations, the Company had to release most of the employees. As on 31st March, 2023 there are 2 employees on the rolls of the Company and the other functions of the Company are done by people who are on Service Contract.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 31st March, 2023.

POLLUTION CONTROL MEASURES

Since there are no production units hence pollution control measures does not arise

SUBSIDIARY AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiary or Associate Companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Mr. Ravindra Prakash Sehgal (DIN: 00119477), Managing Director would retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. None of the Directors of the Company are disqualified from being appointed / re-appointed as Directors, as specified in Section 164 of the Companies Act, 2013.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Ravindra Prakash Sehgal, Managing Director, Mr. Suvobrata Saha, Joint Managing Director, Mr. Somnath Pradhan, Chief Financial Officer and Mr. Sanjay Agarwal, Company Secretary. * Mr. Suvobrata Saha, Joint Managing Director has resigned w.e.f. 13th April, 2023 ** Mr. Sanjay Agarwal, Company Secretary has resigned w.e.f. 09th May, 2023

WOMEN DIRECTOR

Dr. Sephali Roy (DIN: 07151823), appointed on 9th April, 2015 and re-appointed on 13th February, 2020 continues as the Women Director on the Companys Board in conformity with the requirements of Section 149(1) of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

DECLARATION OF INDEPENDENCE

Your Company has received declaration from the Independent Directors as prescribed under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Act, read with Schedules and Rules issued there under as well as Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed/ re-appointed, the Board of Directors are of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties and responsibilities.

ANNUAL EVALUATION

Pursuant to the provisions of Section 134, 149 and Section 178 of the Companies Act, 2013 read with Rules framed thereunder and provision of Schedule IV of the Act as well the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and Individual Directors. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Non Independent Directors and Board as a whole was also carried out by the Independent Directors. The Nomination and Remuneration Committee and the Board carried out the performance evaluation of every Director of the Company. The Directors of the Company expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, four meetings of the Board of Directors were held on 27.05.2022, 12.08.2022, 11.11.2022 and 14.02.2023. The intervening gap between the Board meetings were within the period prescribed under the Companies Act, 2013 and the Listing Regulations read with relaxations granted by Ministry of Corporate Affairs and Securities and Exchange Board of India due to COVID-19 pandemic.

The composition, number of meetings held and the attendance of the members at these meetings are as follows:

Name of the Directors	Category of Directorship	No. of Board Meeting Held During 2021-2022	No. of Meetings Attended
Dr. Sephali Roy	Chairman and Independent Director	4	4
Mr. Ravindra Prakash Sehgal	Managing Director	4	4
Mr. Suvobrata Saha	Joint Managing Director	4	3
Mr. Subir Chatterjee	Independent Director	4	3
Mr. Arun Kumar Bose	Non Executive Director	4	4

COMMITTEES OF THE BOARD

The Company has constituted / re-constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee in accordance with the requirements of Companies Act, 2013. Details of all the above Committees along with composition and meetings held during the year under review are provided below:

AUDIT COMMITTEE

During the financial year ended 31st March, 2023 four Audit Committee meetings were held on 27.05.2022, 12.08.2022, 11.11.2022 and 14.02.2023. All the recommendations made by the Audit Committee during the year were accepted by the Board. The composition, number of meetings held and the attendance of the members at these meetings are as follows:

Name of the Member	No. of Meetings Held	No. of Meetings Attended
Dr. Sephali Roy, Chairman	4	4
Mr. Ravindra Prakash Sehgal	4	4
Mr. Subir Chatterjee	4	3

NOMINATION AND REMUNERATION COMMITTEE

During the financial year ended 31st March, 2023 one meeting was held on 23.05.2022. The composition, number of meetings held and the attendance of the members at these meetings are as follows:

Name of the Member	No. of Meeting Held	No. of Meeting Attended
Mr. Subir Chatterjee, Chairman	1	1
Dr. Sephali Roy	1	1
Mr. Arun Kumar Bose	1	1

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the financial year ended 31st March, 2023 one meeting was held on 14.02.2023. The composition, number of meeting held and the attendance of the members at this meeting is as follows:

Name of the Member	No. of Meeting Held	No. of Meeting Attended
Dr. Sephali Roy, Chairman	1	1
Mr. Ravindra Prakash Sehgal	1	1
Mr. Subir Chatterjee	1	1

MEETING OF INDEPENDENT DIRECTORS

During the year under review, a meeting of the Independent Directors was held on 14th February, 2023 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board of Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Directors to the best of their knowledge hereby state and confirm that: i) In the preparation of the annual accounts for the year ended 31st March, 2023 the applicable accounting standards read with the requirements set out under Schedule III to the Companies Act, 2013, had been followed along with proper explanation and there were no material departures from the same; ii) The Directors 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 31st March, 2023 and of the profit and loss of the Company for the year ended on that date; iii) The Directors have taken proper and sufficient care 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; iv) The Directors have prepared the annual accounts of the Company on a "going concern" basis; v) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) Proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

TRANSFER TO RESERVES

The Company did not transfer any amount to reserves.

PUBLIC DEPOSITS

During the financial year 2022-23, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

CHANGES IN SHARE CAPITAL

The paid up share capital of the Company as on 31st March, 2023 was Rs 3,45,71,600 divided into 3457160 equity shares of Rs.10/- each. There were no changes in the share capital of the Company in the F.Y. 2022-2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED AFTER THE BALANCE SHEET DATE TILL THE DATE OF THIS REPORT

No material changes affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

CORPORATE GOVERNANCE

Your Company complies with the provisions relating to Corporate Governance to the extent applicable to it. Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is exempted from Para C of Schedule V which requires disclosures to be made in the section on Corporate Governance of the Annual Report, Para D of Schedule V relating to declaration by CEO on compliance with the Code of Conduct and Para E of Schedule V relating to Compliance Certificate on Corporate Governance. In view thereof, the Corporate Governance report, declaration by CEO on Code of Conduct and Compliance Certificate has not been included in this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH AND DEVELOPMENT

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in "Annexure - A" to this report.

RELATED PARTY TRANSACTIONS

During the financial year 2022-23, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014 and which are in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013. During the financial year 2022-23, there were transactions with related party which do not qualify as material transactions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly the disclosure required under Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC 2 is not applicable to your Company.

DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules issued thereunder and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors at its meeting held on 13th November, 2014 formulated the Remuneration Policy of the Company. The Remuneration Policy of the Company is being set out as "Annexure - B" to this report and this has also been uploaded on the website: www.carnationindustries.com Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as "Annexure - C" to this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of top ten employees forms part of the Annual Report. None of the employees of the Company are in receipt of remuneration in excess of that drawn by the Managing Director. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same shall be furnished on request.

ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013 the Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at https://www.carnationindustries.com/Investors/Annual Return 2022-2023.

STATUTORY AUDITORS

In the Annual General Meeting held on 28th September, 2022, M/s. Jain Saraogi & Co, LLP, Chartered Accountants having Firm Registration No. 305004E/E300281, were appointed as Statutory Auditors for the Companys Financial Years 2022- 2023 to 2026-2027.

The Statutory Auditors have given an adverse opinion which is given below, along with the reply by the Management: As stated in Note no.31(xvii) of the Financial Statement, regarding preparation of Financial Statement on Going Concern basis for the reasons stated therein. The Company has discontinued its manufacturing operations and as represented has plans to resume the trading activity but necessary and evident steps to start the same is not being transformed into action and or no substantive effort is reflected in the action. As stated in Note no. 31(xvii) the appropriateness of Going Concern is dependent upon various initiatives undertaken by the company including claim from ECGC, feasibility and sustainability of the proposed trading activities, arrangement for financial resources in order to meet working/ long term capital requirement of the trading activity and payment/ settlement of existing unsecured creditors as well as various demands raised by different regulatory authorities and financial institution.

The Company has accumulated losses of Rs. 1462.13 Lacs (Previous year Rs. 1341.55 Lacs) leading to negative net worth of Rs. 241.14 Lacs (Previous Year Rs. 120.56 Lacs) as at 31st March, 2023, which has resulted in complete erosion of the net worth of the Company. The Companys current liabilities exceeds its current assets by Rs. 306.10 Lacs (Previous Year Rs. 42.63 Lacs) as at 31st March, 2023. Considering matters described above including possible impact of the matters described in "Emphasis of matter" paragraph of this report; pending the pronouncement of final order in the petition filed with Honble NCLT, Kolkata Bench under IBC, 2016; and in absence of necessary and adequate evidence with respect of the Companys assessment of going concern, as per our judgement, managements use of going concern basis of accounting in the statement is inappropriate.

In respect to the above qualification the Board states that the qualifications made by the statutory auditors are primarily futuristic and is being given as a mark of caution. The management has taken extensive steps to settle the liabilities of all the creditors and as far as remaining creditors are concerned negotiations are continuing with them. The company has also drastically cut down the staff strength. The company is also proposing to revive itself by commencing the trading activities and is focusing on realization of dues from ECGC /Vat department. As far as settlement of secured creditor ICICI bank is concerned the company proposes to dispose the mortgaged property and settle the outstanding loan amount. Furthermore the NCLT case filed by an operational creditor is concerned efforts are on to settle the matter out of court.

COST AUDITOR

Ministry of Corporate Affairs notification on 31.12.2014 under the Companies (Cost Records and Audit) Amendment Rules, 2014 has exempted your Company, from the purview of Cost Audit. Your Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company had appointed M/s MKB & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure-D" to this report. The Secretarial Auditors have given that-a) The Company has not complied with the provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 b) The company has not taken special contingency insurance policy towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the listed company as required under SEBI circular SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/70 dated 25.05.2022; c) The company has not opened suspense escrow demat account as required under SEBI circular SEBI/HO/ MIRSD/PoD-1/OW/P/2022/64923 dated 30th December 2022.

In respect to the above qualification the Board states that the Company has already intimated the Stock Exchange about the non- compliance of regulation 3(5) & 3(6) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and has submitted the Structured Digital Database for the quarter ended 30.06.2023

INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, M/s Prithwiraj Pal & Associates, Chartered Accountants, were appointed on 13th February, 2020 for a period of three years, as the Internal Auditors of the Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC)

One of the Creditor has filed an application before National Company Law Tribunal (NCLT) - Kolkata Bench, u/s 9 of Insolvency and Bankruptcy Code, 2016 and to whom a sum of Rs.6.64 Lacs is due. On 7th February, 2023 the Tribunal has reserved for Order. Still Order has not been pronounced.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not lent out any money or made any investment or provided any guarantee during the year under review as covered under the provisions of Section 186 of the Companies Act, 2013.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/COURT/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is not applicable to your Company pursuant to Section 135 of the Companies Act, 2013.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby employees can raise their issue against any kind of harassment, victimization or any other unfair practices being adopted against them. The Whistle Blower Policy has been uploaded on the Companys website: www.carnationindustries.com.The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this policy. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under this policy during the year.

STOCK EXCHANGE

The Equity Shares of the Company are listed with BSE Limited and The Calcutta Stock Exchange Limited.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

RISK MANAGEMENT

Your Company has built a comprehensive risk management framework that seeks to identify all kinds of observable as well as anticipated risks to minimize any kind of adverse impact on the Company by taking remedial actions.

DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS.

Not Applicable

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2023 your Company has not received any complaints pertaining to sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

GENERAL INFORMATION

Annual General Meetings

The last three Annual General Meetings of the Company were held as under:-

Financial Year ended	Date	Time	Venue
31-03-2022	28-09-2022	11 A.M.	Through Video conference
31-03-2021	29-09-2021	10 A.M.	Through Video conference
31-03-2020	28-09-2020	3 P.M.	Through Video conference

Means of Communication

The Quarterly /half yearly/ yearly financial results during the year under review were published in English in the ‘Financial Express and in Bengali in the ‘Duranta Barta, both circulated in Kolkata where the Registered Office of the Company was situated. The results are displayed on the Companys website www.carnationindustries.com but are not sent individually to the Shareholders. No separate presentations were made to institutional investors or the analysts.

General Shareholder Information

Date : 15.09.2023
Time : 11.30 A.M.
Venue : Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM")
i) (a) Financial year : 2022 23
(b) Financial Calendar :
The Financial Calendar for the year 2023-24 (Provisional) is as under :-
a. Results for the first quarter ending 30th June, 2023	By middle of August, 2023
b. Results for the second quarter ending 30th September, 2023	By middle of November, 2023
c. Results for the third quarter ending 31st December, 2023	By middle of February, 2024
d. Results (Audited) for the Financial year ending 31st March, 2024	By end of May, 2024
e. Annual General Meeting for the year ending 31st March, 2024	By end of September, 2024
ii) Dates of Book Closure	: The Register of Members and the Share Transfer Books of the Company will remain closed from 09.09.2023 to 15.09.2023 both days inclusive, for the purpose of the Annual General Meeting of the Company to be held on 15.09.2023.
iii) Dividend Payment Date	: No Dividend is proposed.
iv) Listing on Stock Exchanges	: BSE Limited CSE Limited
	Annual Listing Fees to the BSE Limited & CSE Limited for the year ended 31st March, 2023 has been paid.

v) Stock Code

: Name of Stock	Physical	Demat
Exchange		ISIN No.
Bombay Stock
Exchange Ltd.	530609	INE693E01016
The Calcutta Stock Exchange Limited	13067

 

vi) Market Price Data :

The High and Low prices in each month in the Bombay Stock Exchange Ltd. (BSE) at which the Companys Shares are listed are given hereunder:-

Price per Share

Month	High (Rs.)	Low (Rs.)
April, 2022	7.34	4.75
May, 2022	6.65	5.38
June, 2022	6.80	4.97
July, 2022	5.25	4.07
August, 2022	4.86	4.07
September, 2022	5.83	4.19
October, 2022	8.56	5.29
December, 2022	8.10	5.98
January, 2023	5.69	4.13
February, 2023	5.32	3.74
March, 2023	4.37	3.25

 

vii) Registrars and Share	R & D Infotech Pvt. Ltd. is acting as the Registrars of the
Transfer Agents	: Company for both physical and dematerialized form of Shares. The address of the above Registrars is given hereunder :
	R & D Infotech Private Limited
	15/C, Naresh Mitra Sarani, Formerly Beltala Road,
	Kolkata - 700026
	Phone: (033) 2419 2641/2419 2642
	Email : info@rdinfotech.net
viii) Share Transfer System	: R & D Infotech Private Limited, the Registrar and Share
	Transfer Agents of the Company, processes transfer, sub-division, consolidation, splitting, etc, of Shares in physical form in close co-ordination with the Company and the same are approved by the Stakeholders Relationship Committee of the Company. Share Transfers, etc. are registered and returned within a period of 15 days and the Dematerialisation Requests are confirmed within 15 days from the dates of lodgment thereof.

ix) Distribution of Shareholding:

a) Shareholding Pattern as on 31st March, 2023 is as under :-

Category	No. of Shares held	Percentage of Shareholding
Promoters	1509523	43.66
Mutual Funds / UTI	-	-
Banks, Financial Institutions and Insurance	-	-
Companies
Private Corporate Bodies	128561	3.72
Indian Public	1735900	50.21
NRIs / OCBs	60202	1.74
ADRs/ GDRs	--	--
IEPF Suspense Account	22974	0.66
Total:	3457160	100.00

 

x) Dematerialisation of Shares and Liquidity :	As on 31st March, 2023, 95.94% of the Companys total Shares representing 3317531 Shares were held in dematerialised form and the balance 4.04% representing 139629 Shares were in physical form.
xi) Outstanding GDR/ADRs/ Warrants or any convertible instruments, conversion date and likely Impact on equity :	The Company has not issued any GDR/ADRs. etc.
xii) Plant Location	: The Company does not have any Plant.
xiv) Addresses for correspondence:	Registered Office:
	9/C Kumar Para Road, 2nd Floor Liluah,
	Howrah - 711204, West Bengal

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks to various Government Authorities and Banks for their valuable assistance and co-operation.

Your Directors also thank the Executives, Staff of the Company for their efficient and dedicated services.

	On Behalf of the Board of Director
	Ravindra Prakash Sehgal	Arun Kumar Bose
Place: Kolkata	(Managing Director)	(Non - Executive Director)
Date: 11.08.2023	DIN- 00119477	DIN- 00131295

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