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Ceenik Exports (India) Ltd.

BSE: 531119 Sector: Industrials
NSE: CEENIKEXPO ISIN Code: INE418D01010
BSE 00:00 | 24 May 9.35 -0.45
(-4.59%)
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10.20

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10.20

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NSE 05:30 | 01 Jan Ceenik Exports (India) Ltd
OPEN 10.20
PREVIOUS CLOSE 9.80
VOLUME 294
52-Week high 10.20
52-Week low 7.84
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.20
CLOSE 9.80
VOLUME 294
52-Week high 10.20
52-Week low 7.84
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ceenik Exports (India) Ltd. (CEENIKEXPO) - Director Report

Company director report

The Members

Your Directors are pleased to present their Twenty Third Annual Report on the workingof the Company together with the Audited Statements of Accounts for the year ended 31*March 2017.

Financial Performance:

Current Year March 31 2017 Previous Year March 312016
Profit before Interest & Depreciation 4570430 27488323
Finance Cost 24329386 21133796
Profit before Depreciation (19758956) 6354527
Depredation 1.01.59.300 11206711
Profit before Tax (29918256) (4858184)
Tax Expeness:
Current tax 0 0
Deferred Tax Expense / (Income) 13779648 3283522
Profit after Tax (16138608) (1568662)

Dividend

Due to loss your Directors have not recommended any dividend.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their

knowledge confirms that:

a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid repetition in Directors' Report and Management Discussion & Analysis yourDirectors have presented a composite summary of performance and functions of the Company.

Economy

Indian economy continues to be one of the fasted growing economies in the world inspiteof demonetization. According to the World Bank report India's economy is expected to growby 7.2% in the year 2017-2018 and 7.5% in 2018-2019. These expectations are mainly due toincreased capacity outlaw on infrastructure by government and improved investment climate.Indian economy is on a strong growth trajectory which coupled with its commitment tofiscal discipline its deficit and debt ratios are likely to decline significantly inyears to come.

Industry Structure and development

Garment and apparel industry is susceptible to fast changing trends and styles. It is alabour intensive Industry and requires skilled and unskilled labour in large numbers.Further the industry is pre-dominated by unorganized sector leading to a cutthroatcompetition in certain segment of the industry from unorganized sector. The Government'svarious initiative suchas 'Make in India' will generate employment as also stimulate theeconomy.

On 8th November 2016 the government of India announced the demonetizationof certain currency notes. The government also placed various restrictions on theconvertibility of domestic money and bank deposits. Though the broad motive behind thisannouncement was to curb the meanance of fake currency notes and abolishing unaccountedmoney the impact of this move was felt across all the sectors including garment andapparel business. This adversely affected the sales of garments and apparels bringing itto almost standstill for certain period.

Performance of the Company

For the year under review revenue from operations was lower compared to previous year.Other income also remained lower. This had an adverse effect of profitability.

Revenue from operations for the financial year under review was Rs.1058.99 lacs asagainst Rs.1321.50 lacs in the previous year a reduction of 19.86%. The total incomeincluding other income was Rs.1116.31 lacs as against Rs.1544.37 lacs a year ago a fallof 27.71%. The Company incurred a loss of Rs.299.18 lacs as against Rs.48.52 lacs in theprevious year.

MATERIAL CHANGES AND COMMITMENT

There was no material change and commitments affecting the financial position of theCompan between the end of the financial year and the date of this report.

Opportunity and threats

Your Company is strengthening its manufacturing facilities and is able to procure theentire range of Men's wear at low cost with reasonably good quality. The Company has alsocommenced the business of providing services of processing of garments and fabrics. Thegrowing young population of our country and change in pattern of spending income givestremendous scope for the development of this industry.

The availability of enough skilled labour and high sticky inflation has caused acascading effect on the growth rates of wages and manpower costs.

Future Outlook

Your Directors are of the opinion that new government's agenda of development andcreating jobsforyoung generation will stimulate the growth. Considering the hugepopulation and change in consumers' spending pattern Indian economy is bound to grow incoming years.

Looking to increasing culture of undertaking higher study in metropolis the studentsall overthe world come to Mumbai and join various universities and colleges. This hasincreased the need of accommodation. To serve the society on the one hand and earn alegitimate profit on the other your Company has made a modest beginning by setting-up ahostel for students and other needy working and non-working women.

Considering the economic growth envisaged and new activities undertaken your Companyis expected to perform better in coming years barring unforeseen circumstances.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

Since the Company does not have any subsidiary company or associate or joint ventureconsolidated financial statements are not prepared.

Corporate Governance

Provisions of para C D and E of Schedule V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 are not applicable to your Company. Hencereport on Corporate Governance is not annexed.

Loans Guarantees and Investments

The Company has not given any loan or guarantee. The Company has made investments inshares and commercial properties details of which are provided in the financialstatements.

Public Deposits

Your Company has not accepted any deposit from the public its shareholders oremployees during the year under review.

Conservation of Energy etc.

Information pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo as required under the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with the roles made there under is annexed as Annexure I.

Transactions with related parties

All the transactions with related parties entered into during the financial year2016-2017 were on arm's length basis and also in the ordinary course of business. Detailsof all related party transactions are placed before the audit committee. The policy onrelated party transactions as approved by the Board of Directors is placed on theCompany's website.

Since all the transactions with the related parties entered into by the Company were inordinary course of business and were on arm's length basis FormAOC-2 is not applicable.

Directors and key managerial personnel

During the year under review there was no change in constitution of the Board ofDirectors of your Company.

To comply with the requirements of the Companies Act2013 and Articles of Associationof the Company Mrs. Kavita N. Hingorani shall retire by rotation at the forthcomingAnnual General Meeting. Being eligible she has offered herself for re-appointment.

During the year under review none of the non-executive directors had any pecuniaryrelationship or transactions with the Company. Mr. Narain Hingorani Managing Director ofthe Company is Chief Executive Officer and Mr. Prakash Dhumal is the Chief FinanceOfficer. The Company is in search of an ideal candidate for the post of the CompanySecretary.

Disclosure by Independent Directors:

Ail the Independent Directors have furnished declarations that they meet the criteriaof independence as laid down under Section 149 (6) of the Companies Act 2013.

Audit Committee:

The Committee presently comprises of Mrs. Roopa Teckchandani Mr. Chandru Bhaktiani;both Independent Directors and Mrs. Kavita Hingorani. All the members of the Committee arehaving financial and accounting knowledge. The Committee met 4 times during the financialyear 2016- 17.

Nomination & Remuneration Committee

The said committee presently comprises of Mr.Chandru Bakhtiani Roopa Teckchandani. andMrs. Kavita Hingorani The Committee met twice during the year.

The Nomination and Remuneration Policy recommended by the Nomination & RemunerationCommittee is duly approved and adopted by the Board of Directors. The said policy isannexed to the report as Annexure II.

Stakeholder Relationship Committee:

The Stakeholders' Relationship Committee consists of two members viz. Mr. NarainHingorani and Mr. Chandru Bakhtiani to look into redressal of Shareholders and investorsgrievances with respect to transfer of Shares dematerialization of shares non-receipt ofdeclared dividend or Annual report etc. and other matters relating to shareholderrelationship. The committee met four times during the year. During the year ended on March312017 the Company did not receive any complaint from any of its members.

Board Meetings:

Six meetings of the Board were held during the year under review. One Meeting of theIndependent Directors was held during the year.

Board evaluation

Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors had done the annual evaluation ofits own performance its committees and individual directors. The Nomination andRemuneration Committee reviewed the performance of the individual directors on the basisof criteria such as the contribution of the individual director to the Board and committeemeetings.

In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole was evaluated taking into account theviews of the management and non-executive directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) ofthe Companies Act 2013 has been dealt with in the corporate governance report whichforms part of the Directors' Report.

CSR Committee

The Company does not fulfill any of the three criteria specified in Section 135(1) ofthe Companies Act 2013 and as such is not required to comply with the provisions ofSection 135 and the Companies (Corporate Social Responsibility Policy) Rules 2014.

Internal Control System

Adequate internal control systems are in place to maintain quality of product properaccounting as per norms and standards prescribed asset maintenance and its proper use.The Company has an independent internal auditor who periodically reviews the accounts andreports to the Audit Committee.

Risk Management

The Company has Risk Management Committee. This committee is responsible for reviewingthe risk management plan and its effectiveness. The audit committee also reviews thefinancial risk and its control. The management also continuously access the risk involvedin the business and all out efforts are made to mitigate the risk with appropriate action.All the assets of the Company are adequately covered by comprehensive insurance.

Employees

Relations between the management and employees remained cordial through-out the year.The Company had a total 17 permanent employees as on 31* March 2017.

The particulars of employees required under Rule 5{1) of the Companies {Appointment andRemuneration of Managerial Personnel) Rules 2014 are appended to this report asAnnexureIII and forms part of this report.

Information required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule2014 and forming part of Directors' Report for the year ended 31* March 2017 is given ina separate annexure to this report. The said annexure is not being sent alongwith thisreport to the members of the Company in line with the provisions of Section 136 of theCompanies Act 2013. Members who are interested in obtaining these particulars may writeto the Company Secretary at the Registered Office of the Company. The aforesaid annexureis also available for inspection by the members at the registered office of the Company21 days before the 23" annual general meeting and up to the date of the said annualgeneral meeting during normal business hours on working days.

Auditors

According to Directors there is no adverse remarks made by Statutory Auditors in theirreport. Notes to the accounts are self explanatory to comments/observation made by theauditors in their report. Hence no separate explanation is given.

M/s. UdayavarDhanesh Kumar & Associates Chartered Accountants present StatutoryAuditors of your Company have served your Company for a period of more than two terms offive consecutive years as provided under Section 139 of the Companies Act2013 and shallretire on conclusion of the forthcoming 23" Annual General Meeting. Uponrecommendation of the Audit Committee the Board of Directors of your Company proposes theappointment of M/s. V.B. Goal & Company Chartered Accountants (Firm RegistrationNo.115906W) who shall hold the office from conclusion of the 23" Annual GeneralMeeting fora term of five consecutive years i.e. until the conclusion of the 28* AnnualGeneral Meeting subject to ratification by the members at each of their Annual GeneralMeeting to be held in the financial year2018201920202021 and 2022. AcertificatefromM/s. V.B. Goel & Company Chartered Accountants is received to the effect that theyare eligible for appointment and their appointment as statutory auditors if made will bewithin the provisions of Section 141 read with Section 139 of the Companies Act2013 readwith the roles made thereunder.

The Board places on record its appreciation forthe services rendered by M/s. UdayavarDhanesh Kumar & Associates Chartered Accountants during their tenure as StatutoryAuditors of your Company.

Members are requested to appoint the Auditors and fix their remuneration.

Secretarial Audit Report

During the year Secretarial audit was carried out by Mr. Upendra Shukla PractisingCompany Secretary for the financial year 2016-2017. The report on Secretarial Audit isappended as Annexure IV to this report. According to Board of Directors report does nothave any adverse remarks.

Details of Significant and Material Orders passed by the Regulators or CourtsorTrlbunals

No such order was passed by any of the authorities which impacts the going concernstatus and company's operations in future.

REPORTING OF FRAUD

During the year no fraud whether actual suspected or alleged was reported to theBoard of Directors

Extract of Annual Return

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section92(3) of the Companies Act 2013 is annexed to this report as Annexure Vand forms part ofthis report.

Vigil Mechanism

The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement. The whistle blower policy adopted by the Board of Directors is hosted onthe website of the Company.

Prevention of Sexual Harassment at Workplace

In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 your Company has a duly constituted an internal complaintcommittee. The Committee has formulated policy to ensure protection to its femaleemployees.

Cautionary Statement

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Company'sBankers and all the staff members for their unstinted support. Your directors also wish tothank the shareholders for confidence reposed in the management of the Company.

For and on behalf of the Board
Place: Navi Mumbai (N.N. HINGORANI)
Date: 14/08/2017 CHAIRMAN & MANAGING DIRECTOR