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Chamak Holdings Ltd.

BSE: 539600 Sector: Others
NSE: N.A. ISIN Code: INE049R01013
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OPEN 12.50
CLOSE 10.00
VOLUME 150
52-Week high 12.50
52-Week low 0.00
P/E 19.53
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chamak Holdings Ltd. (CHAMAKHOLDINGS) - Director Report

Company director report

DIRECTORS’ REPORT

Dear Members

Chamak Holdings Limited

Your Board of Directors are pleased to present 32nd Annual Report of thecompany and Brief on the business and operations of the Company and the accounts for theFinancial Year ended March 31 2016 along with the annexures thereto.

Our Management Team:

Our Management team consist of highly experienced and dedicated Management Team whichconsists sufficient number of Executive Non Executive Independent Director WomanDirector etc. and other KMPs who have wide and varied experience in different disciplinesof corporate functioning.

Our Management Team consist the following Members:

Management Team
Name of the Person Designation
Mr. Anubhav Kathuria Managing Directors
Mr. Subhash Chander Kathuria Non Executive Director
Mr. Vagish Pathak Non Executive Director
Mr. Ajay Kumar Mohanty Independent Director
Mr. Gurbachan Singh Matta Independent Director
Ms. Arundhati Kar Woman Cum Independent Director
Mr. Kapil Vig Chief Financial Officer
Mr. Arvind Kumar Tiwari Company Secretary & Compliance Officer

Note: Earlier Mr. Arun Kumar Sharma was the Company Secretary cum compliance officerbut he has resigned from the company w.e.f May 14 2016 hence the company has appointedMr. Arvind Kumar Tiwari as Company Secretary cum compliance officer of the company w.e.fMay 30 2016

Audit Committee
Name of the Person Designation
Mr. Ajay Kumar Chairman
Mohanty
Ms. Arundhati Kar Member
Mr. Vagish Pathak Member
Nomination & Remuneration
Committee
Name of the Person Designation
Ms. Arundhati Kar Chairperson
Mr. Ajay Kumar Mohanty Member
Mr. Vagish Pathak Member
Stakeholder Grievance & Share Transfer Committee
Name of the Person Designation
Mr. Anubhav Kathuria Chairman
Mr. Subhash Chander Kathuria Member
Mr. Vagish Pathak Member

Particular about the affairs of the company during the year

1. FINANCIAL RESULTS

The Board’s Report shall be prepared based on the stand alone financial statementsof the company.

The Company’s financial performance is given hereunder.

(Rs. in Lacs)
Particulars Financial Year ended 31.03.2016 Financial Year ended 31.03.2015
Sales & other income 100.03 37.99
Profit before tax (20.82) 9.00
Less Provision of Tax 1.61 6.46
Profit after tax (22.43) 2.54
Appropriations:
Equity Dividend 0 0
(i) Interim 0 0
(ii) Final 0 0
Corporate Tax on Dividend
(i) Interim 0 0
(ii) Final 0 0

Description of Financial performance of the company with Comparison of last yearperformance.

2. REVIEW OF OPERATIONS

The Turnover from the Operations of the Company during the Financial Year ended 31stMarch 2016 amounted to Rs. 10003668 as compared to 3799554 during the previousyear ended 31st March 2015. The Turnover of the Company has Increased by 38%from the previous year.

3. DIVIDEND

The Company has future plans for expansion & Growth and the company will requirehuge amount of fund hence the company retain the earning of the company and planning todeploy those internally generated funds for company’s expansion & Growth.

4. RESERVES

Board did not create any special reserve during the year but transfer the amount ofProfit & Loss Account to the Reserve & Surplus.

5. CAPITAL STRUCTURE

During the Financial Year 2015-16 there has been no change in the capital structure ofthe Company.

6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS IN TERMS OF SECTION 186 OFTHE COMPANIES ACT 2013 AND ITS RULES

The particulars of loans given investment made guarantees given and securitiesprovided along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are provided in the standalone financial statements.

7. LISTING INFORMATION

The Company’s Share are Listed with DSE Limited and Metropolitan Stock Exchange ofIndia Limited.

In view of Growth Prospectus our Company has approached Bombay stock Exchange Limitedhaving nation-wide trading terminals and therefore provide full liquidity to the investors

It gives immense pleasure that Company is now listed with Bombay stock Exchange Limited(a national vide Stock Exchange).

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal controls and systems serve multiple needs in organisation. Well designedInternal control systems lay down the framework for day-to-day operations and alsoprovide guidelines for employees and most importantly provide a certain level ofsecurity against a variety of risks such as fraud and misappropriation.

Your Company’s control system and procedures are regularly reviewed for relevanceand effectiveness and changed as per the need of business environment.

The primary responsibility for the development and maintenance of internal controlrests with an organization’s management. Internal control evaluation involveseverything management does to control the organization in the effort to achieve itsobjectives. The Company has an Audit Committee consisting of Independent Directors thedetails of which have been provided in the Annual Report. Independent Chartered Accountantfirms have been appointed as Internal Auditors and effectiveness of internal controlmechanism is reviewed by Internal Auditors at regular intervals. The Audit Committeereviews audit reports submitted by the Internal Auditors on a regular basis.

Suggestions for improvement considered by the Audit Committee are followed by theManagement through implementation of the corrective actions and improvements in businessprocesses. The Committee also meets the Company’s Statutory Auditors to ascertaininter-alia their views on the adequacy of internal control systems in the Company andkeeps the Board of Directors informed of its major observations from time to time.

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company is neither having any subsidiaries nor any associate company and ourcompany is not having any joint venture.

10. PUBLIC DEPOSITS

The company has not accepted Deposits falling within the meaning of Section 73 of theCompanies Act 2013 and the during the year because the company is using its internalfunds for day to day affairs of the company.

11. AUDITORS OF THE COMPANY

I. INTERNAL AUDITOR’S AND THEIR REPORT

In accordance with the provision of section 138 of the companies Act 2013 and rulesmade thereunder the company has appointed M/s Sushil Pruthi & Co. CharteredAccountants New Delhi as the Internal Auditor of the company in terms of section 138 ofthe companies Act 2013 and rules made thereunder.

Auditor responsibility:

1. Auditor responsibility for detecting fraud.

2. Responsibility for managing the internal control system

3. Guidance of Company Staff for improvement of internal control system.

4. Improve the whistle blower policy

(I) where any material irregularities are confirmed the auditor needs to consider suchas

A. Effect on the financial reports or audit report

B. Evaluation of the internal control and need for further testing.

C. Management proposed action to prevent the reoccurrence.

D. Public interest implication of the irregularities.

Obligations

(I) Work through independence

(II) Carry out duties with integrity.

(III) Report confidentiality

(IV) Obtain appropriate evidence.

(V) exercise skill and care document all findings

Internal Auditor report being attached with the Director report as Annexure-A andour Internal Audit has suggest some area of Improvement to the company our Board has dulyundertaken the same.

II. SECRETARIAL AUDITORS AND THEIR REPORT

In terms of the provisions of Section 204 and all other applicable provisions of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel} Rules 2014 the Board had appointed M/s. D Maharathi and Associates CompanySecretaries in Practice for a term of 1(One) year for the Financial Year 2015-16 toconduct the audit of Secretarial and related records of the Company. The Secretarial AuditReport for the financial year ended March 31 2016 is provided in Annexure-B tothis Boards’ Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remarks.

III. STATUTORY AUDITOR’S AND THEIR REPORT

M/s B. Bhushan & Co. Statutory Auditor of the company was appointed as at 31STAnnual General Meeting to hold office till the conclusion of 36TH AnnualGeneral Meeting and now proposed to ratify the Appointment at this Annual General Meetingtill the Conclusion of next Annual General Meeting The Auditor report as prepared by M/sB. Bhushan & Co. is attached herewith as Annexure – E which is selfexplanatory hence no further comments required.

IV. COST AUDITOR’S AND THEIR REPORT

As per the provisions of the Companies Act 2013 certain class of companies arerequired to appoint cost auditor and also to maintain certain cost records. Our company isnot covered under the provisions of Section 148 of Companies Act 2013 hence the companyis not required to comply with the provisions of Cost Audit.

13. SHARE CAPITAL

Authorised share capital of the company is Rs. 32950000 (Rupees three crore twenty ninelacs fifty thousands) which consists 3245000 (Thirty two lac forty five thousands) EquityShare of Rs.

10 (Rupees ten) each and 5000 (Five thousands) 9% Preference Shares of Rs. 100 (RupeesHundred) each. Paid of capital of the company is Rs. 3245000 (Rupees Three Crore Two LacForty Five Thousands) which consist 3245000 (Thirty Two Lacs forty five thousand) equityshares of Rs. 10 each.

A. Issue of equity shares with differential rights

The company has not issued any Equity Shares with Differential voting rights during thefinancial year 2015-16.

B. Issue of sweat equity shares

The company has not issued any Sweat Equity Shares during the financial year 2015-16.

C. Issue of employee stock options

The company has not issued any Employee stock options during the financial year2015-16.

D. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The company has not bought Back any shares during the Financial Year 2015-16.

12. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT – 9 (Attached as Annexure–C) shall form part of the Board’s report.

13. VARIOUS POLICIES/PROGRAMME/CRITERIA etc.

In compliance with Companies Act 2013 and Rules made there under Clause-49 of theListing Agreement and SEBI Regulations your Board of Directors and its various Committeeshave approved the following Policies/ Criteria/Programme at their various meeting to beheld from time to time and the same have also been available on the website of theCompany i.e. www.chamakholdings.com

(i) Policy on Related Party Transactions

(ii) Policy on Board Diversity

(iii) Policy for Preservation of Documents

(iv) Policy for Determination of Materiality of Events

(v) Policy on Archival of Documents

(vi) Nomination & Remuneration Policy

(vii) Policy on Familiarization of Independent Directors

(viii) Code of Conduct for Directors and Senior Management of Chamak Holdings Ltd. in

terms of SEBI {Prohibition of Insider Trading } Regulations 2015.

14. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

There is No Change in Directors during the year. The Board consists of executive andnon-executive directors including independent directors who have wide and variedexperience in different disciplines of corporate functioning.

Change in Company Secretary and Compliance Officer

Mr. Arun Kumar Sharma Company Secretary cum Compliance Officer had resigned from thecompany w.e.f May 14 2016 due to his personal occupancy and Board of Directors to complywith the requirement of Sec 203 of the Companies Act 2013 and listing Regulations. hasappointed Mr. Arvind Kumar Tiwari as Company Secretary cum compliance officer w.e.f May30 2016.

B) Declaration of Independence by Directors

Declaration given by Independent Directors meeting the criteria of Independence asprovided in sub-section (6) of Section 149 of the Companies Act2013 is received and takenon record.

The copy of the Declaration is available for inspection at the registered office of thecompany during business hours by any member of the company.

C) Formal Annual Evaluation

As the company has appointed Independent Director at year’s end and our Board ofdirectors are working on the formation of Annual Evaluation System for review of theperformance of the Independent Director(s).

Our Board of directors assured that Board is under the process and will formulate aproper policy for performance evaluation of Independent Director very soon

15. MANAGERIAL REMUNERATION:

1) None of the Employee of the company is receiving remuneration in excess of limitprescribed under rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

2) Except Company Secretary the company has not increase the remuneration of anemployee Director or KMP during the financial year in view of the financial difficultiesof the company and Directors other than Managing Director & Whole time Directors shallbe entitled to sitting fees for each Meeting of the Board attended by them at present weare paying Rs. 10000 for each Board Meeting and Rs. 5000 for each Committee Meeting assitting fees to the Directors.

3) None of any director who is in receipt of any commission from the company and who isa Managing Director or Whole-time Director of the Company shall receive any remunerationor commission from any Holding Company or Subsidiary Company of such Company subject toits disclosure by the Company in the Board’s Report. Disclosure U/s 197(4)

4) As per the company’s financial position the company is not in position to givehuge remuneration to its KMPs and other Directors

(i) Mr. Anubhav Kathuria Managing Director of the Company entitled to the followingremuneration :

1) Salary : Rs. 15000/- Per Month

2) Tenure : 3(Three) Years

3) Company car with driver for use of company business.

4) Reimbursement of expenses incurred on by the Managing Director through the CreditCard towards entertainment traveling hotel and other expenses actually incurred by himon performing of his duties.

5) Reimbursement of expenses incurred on Telephone and other communication facilitiesat residence for company’s business.

6) Contribution to Provident Fund Superannuation fund or annuity fund to the extentthose either put singly or put together are not taxable under the Income Tax Act 1961.

7) Gratuity payable at the rate not exceeding half a month salary for each completedyear or service.

8) Encashment of leave at the end of the future.

9) Leave travel concession/ holiday package for the Managing Director and family oncein a year.

10) Medical reimbursement: expenditure incurred for the Chairman & ManagingDirector and his family subject to a sealing of one month’s salary in a year or threemonths’ salary over a period of three years.

11) Reimbursement of remuneration paid to a clerk/ helper in the performance of dutiesby the chairman & Managing Director.

12) Termination: The appointment of Mr. Anubhav Kathuria as a Managing Director may beterminated by either party giving to other one months notice in writing.

(ii) Mr. Arun Kumar Sharma Company Secretary of the Company is entitled to thefollowing remuneration:

1) Salary : Rs.23000 /- Per Month till September 30 2015

2) Revised Salary: Rs. 35000/- per Month from October 1 2015

3) Reimbursement of expenses incurred on by him performing of his duties.

4) Termination: The appointment of Mr. Sanjay Kumar Das as a Company Secretary may beterminated by either party giving to other one months notice in writing.

(iii) Mr. Kapil Vig Chief Financial Officer of the Company entitled to the followingremuneration :

1) Salary : Rs. 12000/- Per Month

2) Reimbursement of expenses incurred on by him on performing of his duties.

3) Gratuity payable at the rate not exceeding half a month salary for each completedyear or service.

4) Termination: The appointment of Mr. Kapil Vig as a Chief Financial Officer (CFO) maybe terminated by either party giving to other one months notice in writing.

(iv) Mr. Subhash Chander Kathuria being Director of the Company shall be entitled toSitting fees for each meeting attend by them at such rate as may be decided by Board fromtime to time.

(v) Mr. Vagish Pathak being a non executive director of the Company shall be entitledto Sitting fees for each meeting attend by them at such rate as may be decided by Boardfrom time to time.

(vi) Mr. Ajay Kumar Mohanty Indepednent Director of the Company shall be entitled toSitting fees for each meeting attend by them at such rate as may be decided by Board fromtime to time

(vii) Mr. Gurbachan Singh Matta Independent Director of the Company shall be entitledto Sitting fees for each meeting attend by them at such rate as may be decided by Boardfrom time to time

(viii) Ms. Arundhati Kar Woman Cum independent Director of the Company also entitledto same amount of sitting fees paid to other directors and she is not entitled to anyother remuneration from the company

16. DISCLOSURE REGARDING VARIOUS COMMITTEES

Board of Director has formed Three vital committees for assistance of the Board thesecommittees are comprised exclusively of directors. Committee members are appointed by theBoard of Directors which also designates each committee’s chairman. Theresponsibilities and specific operating procedures of each committee were specified by theboard when they were established and were added to the by-laws.

Complete details relating the Audit Committee Nomination & Remuneration CommitteeStakeholder Grievance & Share Transfer Committee is included in the CorporateGovernance Report which is forming part of this Boards’ Report.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As our company is not covered under the provisions of section 135 of the Companies Act2013 but our Board of Director are planning to contribute some amount towards the benefitof the Society or nation.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans Guarantees and Investment have been disclosed in theFinancial Statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business. The Company presents aStatement of all related party transactions before the Audit Committee on a quarterlybasis specifying the nature value and terms and conditions of transaction. Transactionswith related parties are conducted in a transparent manner with the interest of theCompany as utmost priority. Details of such transactions are given in the accompanyingFinancial Statements. Details of Transactions has been Annexed in AOC-2 as Annexure-D

20. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company’s website www.chamakholdings.comThe Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the‘Whistle Blower Policy’ for its Directors and employees to report instances ofunethical behavior actual or suspected fraud or violation of the Company’s Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases. Accordingly ‘WhistleBlower Policy’ has been formulated with a view to provide a mechanism for theDirectors and employees of the Company to approach the Ethics Counsellor or the Chairmanof the Audit Committee of the Company.

22. DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has zero Tolerance for Sexual Harassment of Women at work place. A policyhas been adopted in line with the sexual harassment at work place (Prevention Prohibition& Redressal) Act 2013 and the Rules framed thereunder. During the Year no Complaintspertaining to sexual harassment were received.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONSIN FUTURE

The company has not initiated any proceeding during the last year hence no any orderin favor of or against the company has been passed by any Court or Tribunal

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO Sec 134(3)(m) read with Rule 8 Sub rule 3 of Companies(Accounts rules 2014)

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A. Conservation of energy and technology absorption

The information relating to Conservation of Energy and Technology Absorption asrequired to be disclosed under Section 217(1)(e) of the Companies Act 1956 read withRule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 is not applicable to your Company.

B. Foreign Exchange Earnings and outgo

Information about the foreign exchange earnings and outgo as required to be givenunder Section 217(1)(e) of the Companies Act 1956 read with Rule 2(c) of the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is notapplicable to your Company.

C. Technology Absorption:

As the Company is into trading business the same is not applicable to the Company.

26. DIRECTORS’ RESPONSIBILITY STATEMENT Refer Sec 134(3)(C)read with Sec 134(5)

The Directors’ Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) thedirectors had prepared the annual accounts on a going concern basis; and (f) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

27.CORPORATE GOVERNANCE

Report on Management Discussion and Analysis Report attached.

We would like to inform you that pursuant to Regulation 15(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Regulation 27(2) i.e Filingof Corporate Governance Report is not applicable to our Company (Chamak holdings Limited)as the Paid up Share capital is less than Rs. 10 Crores and Net Worth is less than Rs. 25Crores as on the last day of previous financial year i.e 31st March 2016. Butin the view of good corporate governance our company is following corporate governanceprinciples as a good citizen of country and for ethical standards. Report of CorporateGovernance attached.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from theGovernment of India various state governments the Banks/ financial institutions andother stakeholders such as shareholders customers and suppliers among others. TheDirectors also commend the continuing commitment and dedication of the employees at alllevels which has been critical for the Company’s success. The Directors look forwardto their continued support in future.

Date: 30/05/2016
Place: New Delhi
Anubhav Kathuria Subhash Chander Kathuria
Managing Director Director
DIN: 01198916 DIN: 00053041
R/o: 3 Poorvi Marg Vasant Vihar R/o: 3 Poorvi Marg Vasant Vihar
New Delhi-110057 New Delhi-110057