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Vigil Mechanism Policy
ANNEXURE I
VIGIL MECHANISM / WHISTLE BLOWER POLICY
PREAMBLE
Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.
The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.
Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
POLICY
In compliance of the above requirements, Rika Global Impex Limited, being a Public Company and covered under such class or classes of companies, as prescribed in the Companies act, 2013 has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism.
POLICY OBJECTIVES
The Vigil (Whistle Blower) Mechanism aims to provide a channel to the directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
The mechanism provides for adequate safeguards against victimization of directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.
DEFINITIONS
“Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
“Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
“Vigilance Officer/Vigilance Committee or Committee” is a person or Committee of persons, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
“Whistle Blower” is a director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.
SCOPE
The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:
1. Breach of the Company’s Code of Conduct
2. Breach of Business Integrity and Ethics
3. Breach of terms and conditions of employment and rules thereof
4. Intentional Financial irregularities, including fraud, or suspected fraud
5. Deliberate violation of laws/regulations
6. Gross or Willful Negligence causing substantial and specific danger to health, safety and environment
7. Manipulation of company data/records
8. Pilferation of confidential/propriety information
9. Gross Wastage/misappropriation of Company funds/assets
ELIGIBILITY
All Directors and Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.
PROCEDURE
All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English.
The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.
All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.
The contact details of the Vigilance Officer are as under:-
Name and Address –
Suresh Kumar Agarwal
Director
5, Gokhle Road,
Kolkata, 700020,
West Bengal, India
In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.
Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.
On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
INVESTIGATION
All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation either himself/herself or by involving any other Officer of the Company/ Committee constituted for the same /an outside agency before referring the matter to the Audit Committee of the Company.
The Audit Committee, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/additional Officer of the Company and/or Committee and/ or an outside agency for the purpose of investigation.
The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.
The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.
Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his/her concern/interest forthwith and shall not deal with the matter.
DECISION AND REPORTING
If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.
Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this
Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.
CONFIDENTIALITY
The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.
PROTECTION
No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
DISQUALIFICATIONS
While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.
ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.
COMMUNICATION
Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.
RETENTION OF DOCUMENTS
All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.
AMENDMENT
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Director and employees unless the same is not communicated in the manner described as above.
Nomination and Remuneration Policy
ANNEXURE III
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the
Companies Act, 2013 read along with the applicable rules thereto, as amended from time to time. This policy on nomination and remuneration of Directors and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.
Definitions:
“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;
“Senior Managerial Personnel” mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.
Objective:
The objective of the policy is to ensure that
- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
- Remuneration to directors and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
Role of the Committee:
The role of the NRC will be the following:
- To formulate criteria for determining qualifications, positive attributes and independence of a Director.
- To formulate criteria for evaluation of Independent Directors and the Board.
- To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
- To carry out evaluation of Director’s performance.
- To recommend to the Board the appointment and removal of Directors and Senior Management.
- To recommend to the Board policy relating to remuneration for Directors and Senior Management.
- To devise a policy on Board diversity, composition, size.
- Succession planning for replacing Key Executives and overseeing.
- To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
- To perform such other functions as may be necessary or appropriate for the performance of its duties.
Appointment and removal of Director, Senior Management:
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director or at Senior Management level and recommend his / her appointment, as per Company’s Policy.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.
Term / Tenure:
Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the
Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.
Evaluation:
The Committee shall carry out evaluation of performance of Director and Senior Management Personnel yearly or at such intervals as may be considered necessary.
Removal:
The Committee may recommend with reasons recorded in writing, removal of a Director, or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.
Retirement:
The Director and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director and Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
Policy for remuneration to Directors / Senior Management Personnel:
1) Remuneration to Non- Executive / Independent Directors:
a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
i) The Services are rendered by such Director in his capacity as the professional; and
ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
2) Remuneration to Senior Management:
a) The remuneration to Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.
b) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Senior Management, to be decided annually or at such intervals as may be considered appropriate.
Implementation:
- The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.
- The Committee may Delegate any of its powers to one or more of its members.
CSR Policy
ANNEXURE III
CORPORATE SOCIAL RESPONSIBILITY POLICY
1. Introduction
The Board of Directors (the "Board”) of Rika Global Impex Limited (the "Company") has adopted the following policy and procedures with regard to Corporate Social Responsibility. The Board may review and amend this policy from time to time subject to the recommendations of Corporate Social Responsibility Committee.
2. Policy Objective & Philosophy
It is pertinent that business enterprises are economic organs of society and draw on societal resources, we at the company believe that a company's performance must be measured by its Triple Bottom Line contribution to building economic, social and environmental capital towards enhancing societal sustainability. Rika Global Impex Limited believes that in the strategic context of business, enterprises possess, beyond mere financial resources, the transformational capacity to create game changing development models by unleashing their power of entrepreneurial vitality, innovation and creativity. In line with this belief, the Company will continue crafting unique models to generate livelihoods and create a better society. Such Corporate Social Responsibility ("CSR") projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and working for a cause of humanity.
3. Definitions
"Board of Director" or "Board” means the Board of Directors of the Company, as constituted from time to time.
"Company" means a company incorporated under the Companies Act, 2013 or under any previous company law.
"CSR Programmes" means Programmes, projects and activities carried out in this regard are the subject matter of this Policy.
"Corporate Social Responsibility Committee or Committee" means CSR Committee constituted by the Board of Directors of the Company, from time to time.
"Independent Director" means a Director of the Company, not being a whole time director and who is neither a promoter nor belongs to the promoter group of the Company and who satisfies other criteria for independence under the Companies Act, 2013.
"Policy" means Corporate Social Responsibility,
Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013 or any other applicable regulation.
4. Policy
- To direct CSR Programmes, inter alia, towards achieving one or more of the following - enhancing environmental and natural capital; supporting rural development; promoting education including skill development; providing preventive healthcare, providing sanitation and drinking water; creating
- livelihoods for people, especially those from disadvantaged sections of society, in rural and urban India and preserving and promoting sports.;
- To develop the required capability and self-reliance of beneficiaries at the grass roots, in the belief that these are prerequisites for social and economic development;
- To engage in affirmative action/interventions such as skill building and vocational training, to enhance employability and generate livelihoods for persons including from disadvantaged sections of society;
- To pursue CSR Programmes primarily in areas that fall within the economic vicinity of the Company's operations to enable close supervision and ensure maximum development impact;
- To carry out CSR Programmes in relevant local areas to fulfil commitments arising from requests by government/regulatory authorities and to earmark amounts of monies and to spend such monies through such administrative bodies of the government and/or directly by way of developmental works in the local areas around which the Company operates;
- To carry out activities at the time of natural calamity or engage in Disaster Management system;
- To contribute to the Prime Minister National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Caste, the Scheduled Tribes, other backward classes, minorities and women;
- To contribute or provide funds to technology incubators located within academic institutions which are approved by the Central Government;
- To contribute to any fund setup by the Central Government or State Government(s) including Chief Minister's Relief Fund, which may be recognized as CSR activity;
- To promote sustainability in partnership with industry associations, like the Confederation of Indian Industry (CII), PHD, FICCI, etc. in order to have a multiplier impact.
5. Implementation
To implement the Company's CSR Programmes through Company personnel or through external implementing agencies. The Company will specify the CSR Programmes which may be undertaken by the Company or its holding/subsidiary/associate Company in accordance with their objects and administrative and accounting processes laid down in the respective Memorandum and Articles of Association.
6. Governance
Every year, the CSR Committee will place for the Board's approval, a CSR Plan delineating the CSR Programmes to be carried out during the financial year and the specified budgets thereof. The Board will consider and approve the CSR Plan with any modification that may be deemed necessary.
The CSR Committee will assign the task of implementation of the CSR Plan within specified budgets and timeframes to such persons or bodies as it may deem fit.
The persons/bodies to which the implementation is assigned will carry out such CSR Programmes as determined by the CSR Committee within the specified budgets and timeframes and report back to the CSR Committee on the progress thereon at such frequency as the CSR Committee may direct.
The CSR Committee shall review the implementation of the CSR Programmes periodically and issue necessary directions from time to time to ensure orderly and efficient execution of the CSR Programmes in accordance with this Policy.
The CSR Committee will review periodically and keep the Board apprised of the status of the progress of implementation of the approved CSR Programmes.
Finally at the end of every financial year, the CSR Committee will submit its report to the Board.
7. CSR Expenditure
CSR expenditure will include all expenditure as may be permitted under the applicable laws, including contribution to corpus for CSR Programmes approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an item not n conformity or not in line with activities which fall within the purview of Schedule VII of the Act
8. Reporting
The Board's Report of the Company to include an annual report on CSR containing particulars specified in the annexure to the rule pertaining to a financial year commencing from April 1, 2014.
9. Disclosures
The contents of the approved CSR Policy shall be disclosed in the Board's Report and displayed on the Company's website.
Contact us
REGISTERED OFFICE
2nd Floor, Sakhar Bhavan
230, Nariman Point,
Mumbai - 400021
India
Tel : +912243335444
Fax : +912222822275
INDOR OFFICE
405, Pukhraj Corporate Navlakha Road,
Indore. (M.P.)
Careers
Rika Global Impex Ltd. has its experts in more than 3 states; building solutions that help customers meet complex business challenges. At Rika Global Impex Ltd. , you will find opportunities across technologies and geographies. Learn more about these opportunities at Rika Global Impex Ltd. and your contribution in Rika Global Impex Ltd. commitment to helping customers experience certainty.
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Associates
Bankers
- Punjab National Bank
Public Sector Undertakings
- NACOF India Ltd. (National Federation of Farmer's Procurement Processing & Retailing Co-operative of India.)
- Minerals & Metals Trading Corporation
- State Trading Corporation of India
- National Agricultural Cooperative Marketing Fedration
Membership
- National Agricultural Cooperative Marketing Fedration
- IPGA ( India Pulses and Grain Association )
- Agricultural & Processed Food Products Export Development
Molasses
Molasses is a viscous byproduct of the processing of sugar cane or sugar beets into sugar.
The quality of molasses depends on the maturity of the sugar cane or sugar beet, the amount of sugar extracted, and the method of extraction
Molasses is made from young sugar cane. Sulphur dioxide, which acts as a preservative, is added during the sugar extraction process. Unsulphured molasses is made from mature sugar cane, which does not require treatment with sulphur. There are three grades of molasses: mild or barbados, also known as first molasses; dark, or second molasses; and blackstrap. These grades may be sulphured or unsulphured.
To make molasses, the sugar cane plant is harvested and stripped of its leaves. Its juice is extracted from the canes, usually by crushing or mashing; it can also be removed by cutting. The juice is boiled to concentrate it, which promotes the crystallization of the sugar. The result of this first boiling and removal of the sugar crystals is first molasses, which has the highest sugar content because comparatively little sugar has been extracted from the source. Second molasses is created from a second boiling and sugar extraction, and has a slight bitter tinge to its taste.
The third boiling of the sugar syrup makes blackstrap molasses. The majority of sucrose from the original juice has been crystallized, but blackstrap molasses is still mostly sugar by calories. However, unlike refined sugars, it contains significant amounts of vitamins and minerals. Blackstrap molasses is a source of calcium,magnesium, potassium, and iron; one tablespoon provides up to 20% of the daily value of each of those nutrients. Blackstrap, often sold as a health supplement, is also used in the manufacture of cattle feed and for other industrial uses.
Chrome Ore
Chrome Ore is found in peridotite from the Earth's mantle. It also occurs in layered ultramafic intrusive rocks. In addition, it is found in metamorphic rocks such as some serpentinites.
Ore deposits of chromite form as early magmatic differentiates.Chromite is also used as a refactory material, because it has a high heat stability. The only ore of chromium is the mineral chromite. The two main products of chromite refining are ferrochromium and metallic chromium, for those products the ore smelter process differs considerably. We are importing chromite from South Africa who are the largest producer of Chromite.
Petroleum Coke
Petroleum coke (often abbreviated Pet coke or petcoke) is a carbonaceous solid derived from oil refinery coker units or other cracking processes. We are importing Pet Coke for Sponge Iron factories, Steel Plants & Cement industries in India.