Chamanlal Setia Exports Ltd.
|BSE: 530307||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE419D01026|
|BSE 15:43 | 22 Mar||144.85||
|NSE 05:30 | 01 Jan||Chamanlal Setia Exports Ltd|
|Mkt Cap.(Rs cr)||750|
|Mkt Cap.(Rs cr)||749.60|
Chamanlal Setia Exports Ltd. (CHAMANLALSETIA) - Director Report
Company director report
Chaman Lal Setia Exports Ltd.
Your Directors have pleasure in presenting before you the 23rd Annual Report togetherwith the Audited Statements of Accounts of the Company for the Financial year ended 31stMarch 2017.
1. RICE BUSINESS
Performance At A Glance
The Company's financial performance for the year ended March 31 2017 is summarisedbelow:-
* During the year the Company has issued & allotted bonus shares on 18.10.2016 inthe proportion of 1 (one) new equity share of Rs. 2/- each for every ten (10) existingequity shares of Rs. 2/- each and hence earning Per Share and Book Value is adjusted inaccordance with number of shares post bonus issue.
2. HIGHLIGHTS OF PERFORMANCE:
During the year under review the Company has registered a sale of Rs. 49282.36. Lakhsagainst previous year sales of Rs. 48245.53 lakhs despite fall in prices of rice anddollar. Further the Company has its thrust on cost cutting of each and every element. TheCompany continues to operate in the rice business and there was no change in businessactivities during the year.
3. NAMES OF COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR :-
Your Company has no subsidiary or Associate Company and during the year also no Companyhave became or ceased to be the subsidiary joint venture or Associate Company.
4. TRANSFER TO RESERVES
The Company has transferred Rs. 385.08 Lakhs to reserves.
During the year under review your Directors recommended a final dividend of Rs. 0.40per equity share of Rs. 2/- each (i.e. 20%) for the financial year ended March 31 2017 intheir Board Meeting held on 29.05.2017 on enhanced Equity Share Capital post Bonus Issue.The dividend payment is subject to approval of members at the 23rd Annual General Meeting.
6. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
During the year pursuant to the provisions of Section 124 and Section 125 of theCompanies Act 2013 dividend amounting Rs. 176151.00 was lying unpaid/unclaimed with theCompany for a period of seven years after Declaration of Dividend for the financial yearended 2008-2009 was transferred to the Investor Education and Protection Fund.The Unpaid /Unclaimed amount for the Financial Year 2009-10 will be transferred during November 2017.Shareholders are therefore advised to contact the Company immediately in case ofnon-receipt or non encashment of Dividend.
7. BOARD OF DIRECTORS
As on March 31 2017 your Company's Board has a strength of 12 (Twelve) Directors.There are 6 Executive Directors and 6 Non Executive Independent Directors including onewoman Director. The detailed section on 'Board of Directors' is given in the separatesection titled 'Report on Corporate Governance' forming part of this Annual Report. Mr.Sankesh Setia and Mr. Vijay Setia wholetime director of Company are liable to retire byrotation at ensuing AGM and being eligible for re-appointment. The brief resume of theDirectors and other related information has been detailed in the Notice convening the 23rdAGM of your Company. The Board recommends their re-appointment at the ensuing AnnualGeneral Meeting. No other Director or Key Managerial Personnel has been appointed or hasretired or resigned during the year.
8. DECLARATION BY INDEPENDENT DIRECTORS
In pursuance of sub-section (7) of Section 149 of the Companies Act 2013 all theIndependent Directors on the Board have furnished the declaration that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 readwith SEBI Listing Regulations .
9. KEY MANAGERIAL PERSONNEL
As required under section 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re- enactment (s) for the time being in force) the Companyhas noted that Mr. Chaman Lal Setia Managing Director Mr. Rajeev Setia WholetimeDirector and Chief Financial Officer and Miss Kanika Nevtia Company Secretary are the KeyManagerial Personnel of the Company. During the year there was no change (appointment orcessation) in the office of any KMP.
10. AUDIT COMMITTEE
The Company has an Audit Committee in place constituted as per the provisions ofSection 177 of the Companies Act 2013 read with Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 information about compositionof Audit Committee and other details are given in Corporate Governance Report formingpart of this Annual Report. During the year Board has accepted the recommendations ofAudit Committee. The Audit Committee is comprising of Mr. Inder Dev Kukkar as ChairmanMr. Naresh Kumar Suneja and Mr. Vijay Kumar Jhamb as members.
11. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met 7 times during the financial year from 01.04.2016 to31.03.2017. The details of which are given in the Corporate Governance Report forming partof this Annual Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and rules made thereunder andSEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 (including anyamendment thereunder from time to time ) the Board on recommendation of the Nominationand Remuneration Committee has carried out an annual performance evaluation of its ownperformance Committees of the Board and individual Directors. The manner in which theevaluation was carried out is provided in the Corporate Governance Report which is a partof this Annual Report.
13. DIRECTOR'S RESPONSIBILITY
As stipulated under the provisions contained in Section 134(3)(c) read with Section134(5) of the Companies Act 2013 the Directors hereby confirm that :
(a) in the preparation of the Annual Accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed and there are no material departures.
(b) the Directors have selected appropriated 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 March 31 2017 and of the profit of the company for the Financial yearended March 31 2017;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have prepared the annual accounts for the year ended March 31 2017on a going concern basis;
(e) the Directors have laid down internal financial controls in the company that areadequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :-
Management Discussion and Analysis Report for the year under review giving detailedanalysis of Company's operations as stipulated under Regulation 34 of SEBI [ListingObligations and Disclosure Requirements] Regulations 2015 is presented in a separatesection which forms a part of this Annual Report.
15. CONSERVATION Of ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGOING :-
Statement giving the particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and outgoing as required under Section 134 (3)(m) of Companies Act 2013 read with Rules 8 of Companies (Accounts ) Rules 2014 is givenin the Annexure-A which forms part of this report.
16. GENERAL SHAREHOLDER INFORMATION
General Shareholder information is given in item no. 10 of the Report on CorporateGovernance forming part of the Annual Report.
17. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES :-
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy of your Company formulated in accordance with Section 178 of theCompanies Act 2013 read with Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (including any statutory modification (s) or re-enactmentfor time being in force) . The salient aspects covered in the Nomination and Remunerationpolicy have been outlined in the Corporate Governance Report which forms part of thisreport. The full policy is available at on the website of the Company at weblinkwww.maharanirice.in.
The statement containing the details required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 (1) 5(2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended by Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 is attached as Annexure'B (a) and (b) which forms part of this Report.
18. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies ACT 2013 an extractof the Annual Return as provided under sub section (3) of section 92 of the Companies Act2013 and rule 12(1) of the Companies (Management and Administration ) Rules 2014 anextract of the Annual Return in form MGT-9 is enclosed herewith as Annexure-C Which formspart of this Report.
19. STATUTORY AUDITOR AND THEIR REPORT :-
As per section 139 of the Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 the tenure of M/s. Rajesh Kapoor & Co. Chartered Accountants (FRN:13527N) present Statutory Auditors of the Company expires at the conclusion of the 23rdAnnual General Meeting.
Upon recommendation of Audit Committee the Board of Directors of the Company at itsmeeting held on 26.08.2017 has subjected to the approval of shareholders of the Companyin the ensuing Annual General Meeting approved the appointment of M/S. R Chopra &Associates Amritsar Chartered Accountants (Firm Registration No. 022992N) as theStatutory Auditor of the Company for a term of five consecutive years to hold office fromthe conclusion of 23rd Annual General Meeting till the conclusion of 28th Annual GeneralMeeting (AGM) of the Company to be held in the year 2022 subject to ratification by themembers at every AGM held after this 23rd AGM at such remuneration as may beagreed upon between the Auditors and Board of Directors of the Company.
They have given their consent and confirmed their eligibility to the effect that theirappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for appointment.
The present Statutory Auditor M/S. Rajesh Kapoor & Co. Chartered Accountants havesubmitted their Report on the Financial Statements of the Company for the F.Y 2016-2017which forms part of the Annual Report 2016-17.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
20. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Company had appointed M/s. Sunil Dhawan & Associates PracticingCompany Secretary as Secretarial Auditors of the Company for the year 2016-2017 to conductsecretarial audit and to ensure compliance by the Company with various Acts applicable tothe Company. The report of the Secretarial Auditor for the financial year 2016-17 isenclosed as Annexure-D to this report
As per the observation as given by the Secretarial Auditor regarding the CSR Amountnot spent by the company the explanation to the same has been given to the SecretarialAuditors which forms part of the Secretarial Audit Report and the detailed justificationto the same is also being given in Annexure-E under Annual Report on CSR Activities whichforms part of the Directors Report.
21. CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements under the CompaniesAct2013 and as stipulated under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. A separate statement ondetailed report on Corporate Governance along with a certificate from a PracticingChartered Accountant confirming compliance with the conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Annual Report.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee. The Committee comprises Mr.Parmod Kumar (Chairman) Mr. Rajeev Setia & Mr. Vijay Setia as other members. TheBoard has also approved a CSR policy on the recommendations of the CSR Committee whichis available on the website of the Company at www.maharanirice.in. The Report on CSR activities as required under Companies (Corporate SocialResponsibility) Rules 2014 including a brief outline of the Company's CSR Policy totalamount to be spent under CSR for the financial year amount unspent and the reason for theunspent amount is set out at Annexure-E forming part of this Report.
23. RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process has been established by theCompany. The objective of the mechanism is to minimize the impact of risks identified andtaking advance actions to mitigate them. A detailed exercise is being carried out toidentify evaluate monitor and manage risks. The Board periodically reviews the risks andsuggests steps to be taken to control and mitigate the same through a properly definedframework. Discussion on risks and concerns are covered in the Management Discussion andAnalysis Report.
24. CREDIT RATING
25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) Act 2013 :-
During the year under review no such complaint or grievance occurred under the Actnamed The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013
26. DISCLOSURE ON DEPOSITS FROM PUBLIC
During the year under review Company has not accepted any deposits from the public andas such no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.
27. DEMATERIALISATION OF SHARES
The Company has agreements with both National Securities Depository Ltd and CentralDepository Services (India) Ltd. whereby the Shareholders have an option to dematerialisetheir shares with either of the depositories. As on 31.03.2017 about 97.27% of theCompany's Equity Shares has been held in dematerialized form.
28. SHARE CAPITAL OF THE COMPANY :-
The Company's shares are listed and actively traded on the below mentioned StockExchange:-
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers
25th Floor Dalal Street
Mumbai - 400 001
During the year under review the Board of Directors at their meeting held on 18.10.2016has allotted fully paid Bonus Equity Shares in the proportion of 1(one) Equity Share forevery 10(Ten) existing Equity Shares held by the members.
Consequently Issued Capital after bonus issue of Equity shares is Rs. 104389100/-(divided into 52194550 Equity shares of the face value of Rs. 2 each) and Paid up Capitalafter Bonus issue of Equity shares is Rs. 103467100/- (divided into 51733550 Equity sharesof the face value of Rs. 2 each).
29. PARTICULARS OF LOAN GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013 :-
During the financial year ended March 312017 the Company has neither made anyinvestment (s) nor given any loan or guarantee(s) or provided any security within themeaning of the provisions of section 186 of the Companies Act 2013.
30. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES
All Contracts/arrangements/transactions entered by the Company during the financialyear 2016-2017 with related parties were on an arm's length basis and were in the ordinarycourse of business and in accordance with the provisions of the Companies Act 2013 readwith Rules issued thereunder and the SEBI Listing Regulations. During the year the Companyhad not entered into any contracts/ arrangements/ transactions with related parties whichcould be considered as material transactions under the Companies Act 2013 and rules madethereunder and under SEBI Listing Regulations.
Prior omnibus approval of the Audit Committee has been obtained on for transactionswith related parties which are of a foreseeable and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted and a statement giving details ofall transactions with related parties are placed before the Audit Committee for theirreview on a periodic basis.
The details of the related party transactions as per Accounting Standard 18 are set outin Note to Accounts vide no. 12 (ii) (a) to the Financial Statements forming part of thisAnnual Report. Further form no. AOC-2 is attached as Annexure-F' which forms part ofthis report.
The Company has also adopted a Related Party Transactions Policy. The Policy asapproved by the Board is uploaded on the Company's website at the weblink:www.maharanirice.in
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted Whistle Blower Policy/Vigil Mechanism to provide a formalmechanism for the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of Company's Code of Conduct andmismanagement if any. The implementation and details of the Whistle Blower Policy hasbeen mentioned in the Report of Corporate Governance and also uploaded on Company'swebsite i.e. www.maharanirice.in.
32. INDUSTRIAL RELATION
The Industrial relations in all the units and branches of your Company remained cordialthroughout the year and have resulted in sustained growth of the company.
33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURED SINCE 31ST MARCH 2017 TILL THE DATE OF THIS REPORT :-
There has been no material change/commitment affecting the financial position of theCompany which has occurred since 31st March 2017 till the date of this Report.
34. LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing fee for the year 2017-18 toBSE where the Company's Shares are listed.
35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted requisite procedures forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures. During the year under review no materialor serious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls. The Internal Auditor of the Company checksand verifies the internal control and monitor them from time to time as and when required.The Company continues to ensure proper and adequate systems and procedures commensuratewith the size scale and nature of its business.
36. PREVENTION OF INSIDER TRADING:
In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into effect from May 15 2015. Pursuant thereto the Company has approvedand adopted a new Code for Prevention of Insider Trading. The Company has adopted a Codeof Conduct for Prevention of Insider Trading with a view to regulate trading in securitiesby the Directors Promoters and designated employees of the Company. During the year underreview in compliance with the provisions of SEBI (Prohibition of insider trading )Regulations 2015 Company in their Board meeting dated 13.02.2017 adopted revised code ofconduct and inform the BSE simultaneously and the same is also available on the website ofthe Company.
37. FUTURE EXPANSION
The Future expansion endeavour of the Company is always a going on process specially inthe field of Quality improvement and development of new product with lower cost and energysavings The Management of the company understands that it has to improve upon to face theever changing circumstances and evolvements globally.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE:-
The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.
39. REPORTING OF FRAUDS :-
There have been no instances of fraud reported by the Auditors under section 143(12) ofthe Act and Rules framed thereunder either to the Company or to the Central Government.
40. CHANGE IN CORPORATE OFFICE ADDRESS:-
Company in month of june 2017 shifted its Corporate office from No. 2 IInd FloorClub Drive Road M.G Road Ghitorni New Delhi-110030 to No. 472 Udyog Vihar Phase-IIIGurgaon-122001 and same was intimated to Stock Exchange also.
Your Directors wish to extend their sincere thanks to the Members of Company businessassociates customers suppliers members bankers regulatory authorities and the societyat large. Deep appreciation is also recorded for the dedicated efforts and contribution ofthe employees at all levels as without their focus commitment and hard work theCompany's consistent growth would not have been possible despite the challengingenvironment.