Your Directors have pleasure in presenting the 29th Annual Report together with AuditedFinancial Statements for the year ended 31st March 2015:
1. Financial Results:
| || ||In Lacs |
| ||2014 - 2015 ||2013-2014 |
|Revenue from operations ||2633.25 ||1323.60 |
|Other Income ||116.68 ||89.00 |
|Total Revenue ||2749.93 ||1412.60 |
|Profit before depreciation finance costs & tax ||(93.08) ||60.30 |
|Less: Depreciation ||32.22 ||21.30 |
|Finance Costs ||8.81 ||4.19 |
|Profit before tax & exceptional items ||(134.11) ||34.80 |
|Less: Exceptional items ||141.58 ||16.45 |
|Profit before tax ||7.47 ||18.35 |
|Tax Expense || || |
|Current tax ||0.00 ||0.00 |
|Deferred tax ||1.51 ||6.20 |
|Wealth tax ||0.13 ||0.00 |
|Profit after tax ||5.83 ||12.15 |
|Balance brought forward from previous year ||23.78 ||11.63 |
|Less : - Adjustments relating to fixed assets ||1.85 || |
| ||21.93 || |
|Balance carried to balance sheet ||27.76 ||23.78 |
2. Results of Operation and State of Company's Affairs
During the year under review the turnover of the company has increased to 2633.25 lacsin the current year from 1323.60 in the last year. The Profit before tax has decreasedfrom 18.35 lacs in the previous year to 7.47 lacs in the current year. The Net Profitdecreased from 12.15 lacs in the previous year to 5.83 in the current year. A detailedanalysis of performance for the year has been covered in the Management Discussion andAnalysis which forms part of the Annual Report.
No material changes and commitments have occurred after the close of the year till thedate of this Report which affects the financial position of the Company.
There has not been any change in the nature of business of the company.
In order to conserve the resources of Company your Directors do not recommend anydividend.
4. Transfer to Researves
An Amount of 27.76 lacs is proposed to be retained in Profit & Loss Account.
5. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with BSE is presented in a separate sectionforming part of the Annual Report.
6. Directors Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act 2013 with respect to Director'sResponsibility Statement it is hereby confirmed that in the preparation of the AnnualAccounts:
a. The applicable accounting standards had been followed along with proper explanationrelating to material departures have been given;
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the 31st March 2015 and of its profitfor the year;
c. Proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The directors have laid down internal financial controls to be followed by theCompany. Internal Financial
Controls are adequate and were operating effectively;
f. Proper Systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
7. Corporate Governance
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under the Listing Agreement forms part of this Annual Report. Therequisite certificate from Auditors of the Company confirming compliance with theconditions of corporate governance is attached to the report on Corporate Governance.
8. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year no reportable material weakness in the design oroperation were observed.
9. Risk Management
The Board has been entrusted with the responsibility to oversee and approve theCompany's enterprise wide risk management framework and oversee that all the risks thatthe organization faces have been indentified and assessed. The Company manages monitorsand reports on the principal risks and uncertainties that can impact its ability toachieve its strategic objectives.
10. Directors and Key Managerial Personnel
I. Retirement by Rotation
In accordance to the provisions of section 152 (6) of Companies Act 2013 and theArticles of Association of the Company Mrs. Amita J. Mehta Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible offer herselffor re-appointment. The Board recommends her re-appointment.
ii. Independent Directors
The Independent Directors have submitted their declaration of independence as requiredpursuant to provisions of section 149 (7) of the Companies Act 2013 stating that theymeet the criteria of independence as provided in sub-section 6.
iii. Profile of Director Seeking re-appointment
As required under clause 49 of the Listing Agreement particulars of a Directorretiring by rotation and seeking re-appointment as Director at the ensuing Annual GeneralMeeting is annexed to the notice is convening 29th Annual General Meeting.
iv. Key Managerial Personnel
The following persons were designated/ appointed as Key Managerial Personnel during theyear:
1) Mr. Jayesh R Mehta Chairman and Managing Director
2) Mr. Shailesh P Sankav Chief Financial Office
3) Ms. Gayatri Valan Company Secretary
v. Board Evaluation
During the year the Board has carried out evaluation of its performance itscommittees and individual directors including the Chairman of the Board. The Board hasevaluated the composition of Board its Committees experience and expertise performanceof obligations etc. Performance of individual Directors and the Board Chairman was alsocarried out in terms of attendance contribution to the meetings timely availability ofthe documents/agenda etc. Directors were satisfied with the evaluation on differentcriteria.
vi. Familiarization Programme
The details of programmes for familiarization of Independent Directors with theCompany their roles responsibilities in the Company and related matters are put up onthe website of the company at the linkhttp://www.cteil.com/pdf/Familiarization%20Program%20of%20Independent%20Directors.pdf
vii. Nomination of Remuneration Policy
The Objective of the Policy
a. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
b. To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.
c. To carry out evaluation of the performance of Directors
d. To retain motivate and promote talent and to ensure long term sustainability oftalenrted managerial persons and create competitive advantage.
11. Auditors and Auditors Report
M/s Chandan Parmar & Co. Chartered Accountants Statutory Auditors of the Companyholds office till the conclusion of the ensuing Annual General Meeting and are eligiblefor re-appointment. They have confirmed their eligibility to the effect that ifre-appointed it would be within the prescribed limits under the Companies Act 2013 andthat they are not disqualified for re-appointment.
The Board has duly reviewed the Statutory Audit Report on the Accounts. Theobservations and comments appearing in the Auditors' Report are self explanatory and donot call for any further clarification/ comments. The Auditors report does not contain anyqualification reverse or adverse remark.
12. Secretarial Auditor
Pursuant to provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has appointed M/s Ajay AnilThorat & Associates Company Secretaries Practicing Company Secretary to undertakethe Secretarial Audit of the Company for the financial year 2014-2015. The SecretarialAudit Report is annexed herewith marked as Annexure I to this Report. The Board has dulyreviewed the Secretarial Audit Report and the observations and comments appearing in thereport are self explanatory.
Clarifications on comments by Secretarial Auditor
a) The Company has an Internal Auditor.
b) Pending clarification of rules there was a delay in filing Form MGT- 15. The saidform will be filed by paying the prescribed fees.
c) The Company will look into the matter regarding satisfaction of charge at theearliest.
d) Managing Director was duly appointed for a term of five years vide specialresolution dated 26th September 2012 at the Annual General Meeting. Due to the enactmentof the New Companies Act 2013 the Company will included the resolution for appointmentof Managing Director in this year's notice convening the 29th Annual General Meeting forshareholders approval.
e) The adoption of new set of Articles of Association pursuant to Companies Act 2013will be considered by way of Postal Ballot. As all the provisions of the Companies Act2013 were not notified the company decided to prolong the process.
f) The Board of Directors had passed a resolution for investment of funds of theCompany as per the Companies Act 1956 however due to the enactment of Companies Act2013 a fresh board resolution was passed on 13.02.2015 ratifying the investments donewith effect from 1.04.2014.
g) Company will take proper care to mention the DIN in all concerned documents.
h) The form for Appointment of Secretarial Auditor will be filed by paying theprescribed fees.
I) The Company already had Mr. Shailesh Sankav as Vice-President Finance who wasincharge of the Financial Operations in the Company; he was re-designated as ChiefFinancial Officer to comply with the section 203 of the Companies Act. The existingCompany Secretary of the Company had resigned and the Company had been searching for asuitable candidate for the post. All reasonable efforts to comply with the provision ofthe Act were taken. As soon as a suitable candidate was identified the post was filled.
The Audit Committee comprises of Mr. R.C. Garg as the Chairman and Dr. Bharat Bhatia& Mr. V.G. Joshi as the members. More details on the Committee are given in theCorporate Governance Report.
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy on VigilMechanism/ Whistle Blower Policy may be accessed on the Company's website at the linkhttp://www.cteil.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf.
Meetings of the Board
During the year five Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report which is part of this Annual Report.
Contracts and Arrangements with Related Parties
There were no contracts or arrangements with the related parties except for payment ofremuneration to Managing Director and KMP. The Policy on Related Party Transaction may beaccessed on the Company's website at the linkhttp://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions%20Policy.pdf
Particulars of loans guarantees or investments
No Loans or guarantees have been given by the Company and the details of investmentsmade are given in the notes to the Financial Statements.
14. Conservation of Energy technology Absorption Foreign Exchange Earnings and Outgo
a) Conservation of Energy
I. Inspite of not being power intensive your company enforces strict discipline inreducing power consumption
ii. Idle running of machinery consuming high power is restricted to the loading andunloading cycles of the respective machines.
b) Technology Absorption
Your Company has not imported any technology for manufacture of machinery.
c) Foreign Exchange Earnings and Outgo
| ||FY 2014-15 ||FY 2013-14 |
|Total Foreign Exchange Outgo ||7131014 ||9436334 |
|Total Foreign Exchange earned (FOB) ||621293 ||1241634 |
15. Extract of Annual Return
The relevant information in the prescribed form MGT-9 pertaining to annual return isattached to this report as Annexure II.
16. Particulars of Employees and related disclosures
The information required under section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given in Annexure III.
There are no employees in receipt of the remuneration exceeding the limit prescribedunder Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Yours Directors state that no reporting is required in respect of the following itemsas there were no transactions on these items during the year under review:
a) Details relating to Deposits covered under Chapter V of the Companies Act 2013
b) Issue of Equity Shares with differential rights as to dividend voting or otherwise.
c) Issue of Sweat Equity Shares or Stock Option to employees of the Company.
d) No significant and material orders were passed by the regulators or courts ortribunals which impacts the going concern of status and Company's operation in future.
Yours directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Members Company's Bankers HDFC Bank Ltd Union Bank ofIndia and Bank of India suppliers vendors customers during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the committedservices by the Company's executives staff and workers.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Jayesh R. Mehta |
|Date: 29th May 2015 ||Chairman & Managing Director |
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
(Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)
The Members of
Chandni Textiles Engineering Industries Ltd. (CIN L70101MH1986PLC040119)
110 T.V. Industrial Estate 52 S.K. Ahire Marg Worli Mumbai 30 MaharashtraIndia 400030
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Chandni Textiles EngineeringIndustries Ltd (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided me/us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the CHANDNI TEXTILES ENGINEERING INDUSTRIES LIMITED bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in my/ouropinion the company has during the audit period covering the financial year ended on31st March 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by CHANDNI TEXTILES ENGINEERING INDUSTRIES LIMITED the Company for thefinancial year ended on 31st March 2015 according to the provisions of:
(I) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulation 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulation2009; and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998
(vi) As informed to me the following other laws specifically applicable to the Companyas under: (a) Factories Act 1948
(b) Industrial Disputes Act 1947
(c) The Payment of Wages Act 1936
(d) The Minimum Wages Act 1948
(e) The Employees' Provident Funds and Miscellaneous Provisions Act 1952
(f) The Payment of Bonus Act 1965
(g) The Payment of Gratuity Act 1972
(h) The Contract Labour (Regulation & Abolition) Act 1970
(i) Employees' State Insurance Act 1948
(j) Water (Prevention and Control of Pollution) Act 1974
(k) Air (Prevention and Control of Pollution) Act 1981
In respect of other laws specifically applicable to the Company I have relied oninformation/records produced by the Company during the course of my audit and thereporting is limited to that extent.
I have also examined compliance with the applicable clauses of the following:
1) Secretarial Standards issued by the Institute of Company Secretaries of India.
2) The Listing Agreements entered into by the Company with BSE
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to extent asmentioned below:
(a) The appointment of Internal Auditor in terms of Section 138 read with rule 13 ofthe Companies (Accounts) Rules 2014 should have been made during the financial year underaudit within six months from the date of commencement of Section 138 i.e. 1st April 2014.The Company has appointed the Internal Auditor for Financial Year 2014-15 in the FinancialYear 2013-14.
(b) The Annual General Meeting for the financial year ended on 31st March 2014 was heldon 30th September 2014 after giving notice to the members of the Company and theresolutions passed thereat were recorded in the Minutes Book maintained for the purposehowever the Company has not filed MGT-15 in Form GNL-2 with the Registrar of Companies.
(c) In relation to charge vide charge id 80028327 in favour of the Memon CooperativeBank Ltd the said charge has not appearing in Company's financial statements of thefinancial year under audit however the same ai appearing under Index of Charge ofMinistry of Corporate Affairs. As per explanation given by the Company the said chargehas been satisfied however Form 17/ Form CHG 4 has not been filed by the Company duringthe financial year under Audit
(d) In terms of the provisions of Section 2(54) Section 196 read with the Companies(Appointment & remuneration of Managerial Personnel) Rules 2014 the Company has notappointment of Managing Director during the period under Audit. Further as per GeneralCircular No. 32/2014 of Ministry of Corporate Affairs dated 23rd July 2014 the Companyhas not passed resolution for appointment of Managing Director during the transitionalperiod of 1st September 2013 to 31st March 2014. And hence the Company was required tofreshly appoint the Managing Director after commencement of Section 196 i.e. 1st April2014 and should have been approved by the Shareholders in the general meeting andaccordingly the Company should have file Form MR 1 and Form MGT 14 with the Registrar ofCompanies.
(e) The Company has not altered its Articles of Association with the relevantapplicable Sections of the Companies Act 2013.
(f) The Company has passed resolution in the Board Meeting dated 13th February 2015 inaccordance with the requirements of Section 179 (3) (e) of the Companies Act 2013however Form MGT 14 has not been filed by the Company with the Registrar of Companies(ROC) during the financial year under Audit. Further resolutions has ratified theinvestments made by the Company with effect from 1st April 2014 instead of taking priorapproval of the Board of Directors of the Company.
(g) In terms of Section 158 of the Companies Act 2013 the Company has not indicatedDirector Identification Number in some documents relate to the director or contain anyreference of any director.
(h) The Secretarial Auditor has been appointed in the Board Meeting held on 13thFebruary 2015 however Form MGT 14 has not been filed by the Company during the financialyear under audit.
(i) The Company has appointed Key Managerial Personnel i.e. Company Secretary on 16thDecember 2014 and Chief Financial Officer on 13th February 2015 however the relevantprovisions of the Companies Act 2013 were became applicable to the Company with effectfrom 12th September 2013.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period -there were no instances of:
(I) Public/Right/Preferential issue of shares / debentures/sweat equity.
(ii) Redemption / buy-back of securities
(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013 as per explanation given by the Company the special resolution proposed in theAnnual General Meeting in terms of Section 180 (1) (c) of the Companies Act 2013 gotcancelled on technical grounds for votes cast against the said resolution.
(iv) Merger / amalgamation / reconstruction etc.
(v) Foreign technical collaborations
| ||For Ajay Anil Thorat & Associates |
| ||Company Secretaries |
| ||Ajay Anil Thorat |
| ||Proprietor |
|Navi Mumbai ||Membership No. A30934 |
|29thMay 2015 ||CP No. 12628 |
Note: This report is to be read with our letter of even date which is annexed asANNEXURE A and forms an integral part of this report.
CHANDNI TEXTILES ENGINEERING INDUSTRIES LIMITED (CIN - L70101MH1986PLC040119)
110 T.V. Industrial Estate 52 S. K. Ahire Marg Worli Mumbai Maharashtra India 400030
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
| ||For Ajay Anil Thorat & Associates |
| ||Company Secretaries |
| ||Ajay Anil Thorat |
| ||Proprietor |
|Navi Mumbai ||Membership No. A30934 |
|29 th May 2015 ||CP No. 12628 |