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Chandni Textiles Engineering Industries Ltd.

BSE: 522292 Sector: Industrials
NSE: N.A. ISIN Code: INE713D01055
BSE LIVE 10:07 | 25 Sep 25.95 -0.15
(-0.57%)
OPEN

25.90

HIGH

25.95

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25.90

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 25.90
PREVIOUS CLOSE 26.10
VOLUME 950
52-Week high 30.45
52-Week low 8.70
P/E 70.14
Mkt Cap.(Rs cr) 42
Buy Price 25.95
Buy Qty 900.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.90
CLOSE 26.10
VOLUME 950
52-Week high 30.45
52-Week low 8.70
P/E 70.14
Mkt Cap.(Rs cr) 42
Buy Price 25.95
Buy Qty 900.00
Sell Price 0.00
Sell Qty 0.00

Chandni Textiles Engineering Industries Ltd. (CHANDNITEXT) - Director Report

Company director report

BOARD REPORT

Dear Shareholders

Your Directors have pleasure in presenting the 30th Annual Report togetherwith Audited Financial Statements for the year ended 31st March 2016:

1. Financial Results:

2015-2016 2014-2015
Revenue from operations 1261.53 2633.25
Other Income 101.79 116.68
Total Revenue 1363.32 2749.93
Profit before depreciation finance costs & tax 37.88 (93.08)
Less: Depreciation 34.68 32.22
Finance Costs 0.25 8.81
Profit before tax & exceptional items 2.95 (134.11)
Less: Exceptional items (1.56) 141.58
Profit before tax 1.39 7.47
Tax Expense
Current tax 0.00 0.00
Deferred tax (1.10) 1.51
Wealth tax 0.00 0.13
Profit after tax 2.49 5.83
Balance brought forward from previous year 27.76 21.93
Balance carried to balance sheet 30.26 27.76

2. Results of Operation and State of Company's Affairs

During the year under review the turnover of the company has decreased to ' 1261.53lacs in the current year from Rs. 2633.25 in the last year. The Profit before tax hasdecreased from ' 7.47 lacs in the previous year to ' 1.39 lacs in the current year. TheNet Profit decreased from ' 5.83 lacs in the previous year to ' 2.49 lacs in the currentyear. A detailed analysis of performance for the year has been covered in the ManagementDiscussion and Analysis 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

3. Dividend

In order to conserve the resources of Company your Directors do not recommend anydividend.

4. Transfer to Reserves

An amount of ? 30.26 lacs is proposed to be retained in the Profit & Loss Account.

5. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is presented in a separate section forming 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 2016 and ofits profit for 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 the SEBI. A separate Report onCorporate Governance along with Certificate from the Auditors of the Company on compliancewith the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 is provided as part of this AnnualReport.

8. Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

9. Risk Management Policy

The Company has Risk Management Policy to mitigate the risks. The Company manages andmonitors the principal risks and uncertainties that can impact its ability to achieve itsstrategic objectives. The Internal Auditor of the Company prepares quarterly risk analysisreports which are reviewed and discussed in the Board Meetings.

10. Directors and Key Managerial Personnel

In accordance with the provisions of the Act Mrs. Amita J. Mehta Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment. The Board of Directors recommends her re-appointment.

None of the Directors is disqualified for appointment/ re-appointment under Section 164of the Companies Act 2013. As required by law this position is also reflected in theAuditor's Report.

All the Independent Directors on the Board have given a declaration of theirindependence to the Company as required under Section 149(6) of the Companies Act 2013

The Composition of the Board meetings of the Board held during the year and theattendance of the Directors thereat have been mentioned in the Report on CorporateGovernance in the Annual Report.

As required under Section 203 of the Companies Act 2013 the Company has noted thatMr. J. R. Mehta Managing Director Mr. Shailesh P Sankav Chief Financial Officer and Ms.Gayatri Valan Company Secretary are the Key Managerial Personnel of the Company.

11. 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.

12. Familiarization Programme

The details of programs for familiarization of Independent Directors with the Companytheir roles responsibilities in the Company and related matters are put up on the websiteof the company at the link http://www.cteil.com/pdf/Familiarization%20Program%20of%20Independent%20Director.pdf

13. Nomination & 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 oftalented managerial persons and create competitive advantage.

14. 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 is eligible forre-appointment. They have confirmed their eligibility to the effect that if re-appointedit would be within the prescribed limits under the Companies Act 2013 and that they arenot 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.

15. Secretarial Auditor

The Board has appointed M/s Ajay Anil Thorat & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year 2015-16as required under Section 204 of the Act and Rule made thereunder. The Secretarial AuditReport for the financial year 2015-16 is attached as Annexure I to the Board's Report.

The Board has duly reviewed the Secretarial Audit Report and the observations andcomments appearing in the report are self explanatory.

The Secretarial Audit Report contains a remark pertaining to non indication of DirectorIdentification Number in some documents. The Board will ensure that DIN is mentioned inall related documents henceforth.

The other observations & comments appearing in the report are self explanatory.

16. Disclosures Audit Committee

The Audit Committee of the Board comprises of Mr. R.C. Garg (Chairman) Dr. BharatBhatia (Member) and Mr. V. G. Joshi (Member). For details please refer to CorporateGovernance Report attached to this report.

Vigil mechanism

The Vigil Mechanism Policy of the Company which also incorporates a Whistle BlowerPolicy in terms of the Listing Agreement/ SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 for directors and employees to report concern aboutunethical behavior actual or suspected fraud. Protected disclosures can be made by awhistle blower in writing to the Whistle Officer and under the said mechanism no personhas been denied access to the Chairman of the Audit Committee.

The Vigil Mechanism Policy may be accessed on the Company's website at the link http://www.cteil.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf

Number of Meetings of the Board

The Board met six times during the financial year 2015-16 the details of which aregiven in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and Listing Agreement/ SEBI (Listing Obligations & Disclosures Requirements)Regulations 2015.

Contracts and Arrangements with Related Parties

During the year the Company has not entered into any contracts/ arrangements with arelated party as specified under section 188 of the Companies Act 2013 except for paymentof remuneration to Managing Director and KMP. Therefore disclosure in the Form AOC-2 isnot required. The policy materiality of related party transactions and dealing withrelated party transactions is available on the Company's website at the link http://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions%20Policy.pdf

Particulars of Loans Guarantees or Investments by the Company

The details of investments covered under the provisions of Section 186 of the CompaniesAct 2013 are disclosed in the Note No. 8 to the Financial Statement. The Company has notgiven any loans and guarantees under Section 186 of the Act during the Financial Year2015-16.

1. 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 2015-16 FY 2014-15
Total Foreign Exchange Outgo 2349052 7131014
Total Foreign Exchange earned (FOB) 486281 621293

18. Extract of Annual Return

In accordance with Section 134(3) (a) of the Companies Act 2013 Extract of AnnualReturn in the prescribed format is attached as Annexure II to the Board's Report.

19. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the 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.

20. General

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.

21. Acknowledgement

Yours Directors wish to place on record their gratitude to the Company's businessassociates trade partners dealers customers shareholders vendors bankers (HDFC BankLtd Union Bank of India & Bank of India) technology providers and other stakeholdersfor the continued support and co-operation extended by them to the Company during theyear. Your Directors would like to express their sincere 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: May 30 2016 Chairman & Managing Director