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Chandra Prabhu International Ltd.

BSE: 530309 Sector: Others
NSE: N.A. ISIN Code: INE368D01017
BSE LIVE 09:34 | 09 Dec 19.50 1.50
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
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VOLUME 1
52-Week high 30.00
52-Week low 10.26
P/E 16.67
Mkt Cap.(Rs cr) 7.22
Buy Price 17.20
Buy Qty 50.00
Sell Price 19.50
Sell Qty 99.00
OPEN 19.50
CLOSE 18.00
VOLUME 1
52-Week high 30.00
52-Week low 10.26
P/E 16.67
Mkt Cap.(Rs cr) 7.22
Buy Price 17.20
Buy Qty 50.00
Sell Price 19.50
Sell Qty 99.00

Chandra Prabhu International Ltd. (CHANDRAPRINTL) - Director Report

Company director report

To the Members of Chandra Prabhu International Ltd.

Your Directors are pleased to have this opportunity to report on Company's progressduring the year financial year 2014-15 and o t submit the 30* Annual Report & AuditedBalance Sheet as on 31st March 2015 and Profit & Loss Account for the period ended on31st March 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Standalone Consolidated
2014-2015 2013-2014 2014-2015 2013-2014*
Turnover/ Income from operations 4860.60 10280.64 7164.30 -
Other Income 12.78 34.61 15.11 -
Profit/(Loss) before tax finance cost & depreciation 58.60 359.32 112.59 -
Finance Cost 41.36 66.82 76.45 -
Depreciation 26.67 17.59 38.18 -
Exceptional items (income) 2.40 - -
Profit/(Loss) before tax (9.43) 272.51 (2.04) -
Provision for Taxation - 87.00 4.25 -
Tax Adjustments for earlier years 7.31 (1.80) 7.23 -
Deferred Tax (3.91) (.038) (5.96) -
Profit/(Loss) After Tax (12.83) 187.35 (7.56) -
Surplus brought forward from Previous Year 725.98 584.88 779.06 -
Profit available for appropriation 712.89 772.23 769.49 -
Appropriations:
Proposed Dividend - 36.84 - -
Tax on ProposedDividend - 6.28 - -
Transfer to Generalreserve - 3.00 - -
Surplus carriedto Balance Sheet 712.89 725.97 769.49 -

* Aisan Rubber & Chemicals Private Limited (ARCPL) became subsidiary on 30th July2014 Therefore Consolidated figures are not applicable for 2013-14

DIVIDEND

Keeping in view of the loss incurred during the current financial year and futureworking capital requirements of the Company the Board has not recommended any dividendfor the financial year ending on 31st March 2015.

TRANSFER TO RESERVE

Your Directors have proposed not to transfer any sum to the General Reserve.

COMPANY'S PERFORMANCE

During the year the performance of the Company during the year was depressing and theturnover during the year was at Rs. 4860.60 Lacs as against Rs. 10280.64 Lacsin the previous year indicating a decline of about 53% over the last year. The year underreview resulted in Loss of Rs. 12.83 Lacs as compared to Net Profit of Rs.187.35 Lacs during the previous year. The management is optimistic on the performanceof the Company in future and a detailed discussion is provided under Management discussionand analysis report.

HUMAN RESOURCE DEVELOPMENT

Human Resource is not only an integral part of any organisation but also strive itssuccess and growth. The Company believes that human resources are the key resources andintegral part the organisation and endeavours to create a culture of openness andempowerment amongst its employees and provide good carrier development.

Your Company believes in trust transparency & teamwork to improve employeesproductivity at all levels and is committed to the welfare of the employees and theirfamilies by putting review and reward system in place.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There is no material changes noted and observed by the Board of the Company which haveoccurred between the close of the financial year on March 312015 to which the financialstatement relates and the date of this report.

SUBSIDIARY AND ASSOCIATES COMPANIES

The Company has only one wholly owned subsidiary of the Company namely M/s. AlsanRubber & Chemicals Private Limited (CEV: U52100DL1995PTC068763) [ARCPL] whichbecame subsidiary on 30th July 2014. ARCPL is mainly engaged in the business of tradingof rubbers. During the year under review ARCPL registered revenue from operations ofRs. 2303.70 lacs as compared to a revenue of Rs.1438.37 Lacs in financial year2013-14.The net profit for the year under review has been significantly lower atRs.7.39 lacs as against Rs.46.43 lacs for the previous year. ARCPL continues tosupply its entire supply/ to the Company.

A report on the performance and financial position of the Company's aforesaidsubsidiary is annexed in the prescribed Form AOC-1 to this Report as 'Annexure-I'

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2014-15.

DIRECTORS & KEY MANAGERIALPERSONNEL

In accordance with the provisions of Section 149 and 152 of the Companies Act 2013 andRules made there under as amended from time to time and clause 49 of the ListingAgreement the Company has recommended appointment of MrJagdish Jhunjhunwala as theIndependent Director of the company as stipulated in item No. 4 of the Notice of theensuing 30th Annual general meeting of the Company.

Further in accordance with the provisions of section 161 of the Companies Act 2013 andRules made there under as amended from time to time the Company has proposed appointmentof Mrs. Sheetal Jain as a Director of the company on recommendation received from memberin writing as stipulated in item No. 5 of the Notice of the ensuing 30*Annual generalmeeting of the Company.

In accordance with the Companies Act 2013 Mr. Prakash Goyal Independent Director ofthe Company retires by rotation at the ensuing annual general Meeting and being eligibleoffers himself for re-appointment.

All independent directors have given declaration that they meets the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and clause 49of the Listing Agreement.

In due compliance with the requirement of Section 203 of Companies Act 2013 read withRule 8 of Companies (Registration offices and fees) Rules 2014 Key Managerial Persons(KMP) of the company was duly constituted /appointed. The board in their meeting held onAugust 31 2015 appointed Mr. Nitesh Singh as Compliance Office of the Company as part ofKMP. Further Mr. Amar Singh was appointed as Chief Financial Officer (CFO) w.e.f. March 1 2015 by the Board in their meeting held on March 19 2015.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of your Company during the period under review met During theFinancial year ended March 31 2015 the Board met 10 (Ten) times on 26th May 2014 10thJune 2014 26th June 201430th July 201411th August 2014 4th September 201412thNovember 2014 29th December 2014 5th February 2015and 19th March 2015. The details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and Clause 49 ofthe Listing agreement.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under revised Clause 49 of the Listing Agreements ("Clause49").

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.

INTERNAL CONTROL SYSTEMS

The Company's internal control systems are audited by B. Rattan and Associates. TheInternal Auditor independently evaluates the adequacy of internal controls and reviewsmajor transactions. The Internal Auditor reports directly to the Audit Committee to ensurecomplete independence.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholder Relationship Committee Risk Management Committeeand no. of meetings held during the year under review and other related details are setout in the Corporate Governance Report which forms a part of this Report.

AUDIT COMMITTEE

The role terms of reference authority and powers of the Audit Committee are inconformity with Section 177 of the Companies Act 2013. The details of which are given inthe Corporate Governance Report. The Committee met periodically during the year and haddiscussions with the auditors on internal control systems and internal audit report.

STATUTORY AUDITORS & THEIR REPORT

M/s. J.P.S. & Company Chartered Accountants (Firm registration No.004086N)the existing auditors of the Company retire at the conclusion of this Annual GeneralMeeting and being eligible offer themselves for re-appointment. The retiring auditorshave furnished a certificate of their eligibility for re-appointment under Section 139 (1)of the Companies Act 2013 and Companies (Audit and Auditors) Rules 2014. The same wasdiscussed in the Audit Committee meeting. Your directors recommend their re-appointment.The Company has received audit report from M/s J.P.S. & Company CharteredAccountants

SECRETARIAL AUDITORS & THEIR REPORT:

In terms of Section 204 of the Companies Act 2013 and Rules framed thereunder and onthe recommendation of the Audit Committee the Board of Directors of the Company haveappointed M/s.KKS & Associates Company Secretaries as the Secretarial Auditor of theCompany for the financial year 2014-2015. The Company has received consent from M/s.KKS& Associates Company Secretaries for their appointment.

The Board of Directors on a voluntary basis appointed M/s KKS & Associates CompanySecretaries as the Secretarial Auditor of the Company in relation to the financial year2014-15. The Secretarial Audit for financial year 2014-15 was conducted on voluntary basisand the report is available on the Company's website. Any member interested in hard copyof the Secretarial Audit Report may inspect the same at the Registered Office of theCompany or write to the Company Secretary for a copy. Secretarial audit report as providedby M/s KKS & Associates Company Secretaries is also annexed as Annexure-IVto misReport in prescribed Form MR-3.

QUALIFICATIONS IN AUDIT REPORTS

There is no qualification disclaimer reservation or adverse remark or disclaimer madeeither by the statutory auditors in his report and by the company secretary in practice(Secretarial Auditor) in his secretarial audit report.

FUTURE PROSPECTS

In the past the Company has improved significantly its overall performance with theexisting trading portfolio of synthetic rubber and Coal However the current financialyear was not very good. The company shall endeavor to capitalize further.

The Company is also planning to enter into business execution of all kinds ofinfrastructure projects in future. On successful implementation of future projects and onthe strength of its existing product portfolio operational efficiency and enhancednetwork the management on overall basis expects a robust growth and enhanced marketshare. The Board expects that the Company will continue to improve its overall performanceand excel to enhance the profitability of the Company in the present economic scenarioand huge potential demand of these products in the Indian market via its strategycompetency operational efficiencies and new line of activity on its successfulimplementation.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act 2013 and Clause 32 of theListing Agreement entered into with the Stock Exchanges the consolidated FinancialStatements of the Company including the financial detail of the subsidiary

Company of the Company forms part of this Annual Report .The Consolidated FinancialStatements have been prepared in accordance with the Accounting Standards issued by theInstitute of Chartered Accountants of India.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Risk Management Committee(RMC). The details of this Committee and its termsof reference are set out in the Corporate Governance Report which forms part of thisReport.

The Company has a Business Risk Management framework to identify risks and strive tocreate transparency minimize adverse impact on the Business and enhance the Company'scompetitive advantage.

Pursuant to the aforesaid business risk framework the Company has already identifiedthe business risk and action plan for mitigation of the same is already in place. Thebusiness risk and its mitigation have been dealt with the Management Discussion andAnalysis section of this Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Clause 49 of the ListingAgreement entered into with the Stock Exchanges the Board has adopted vigil mechanism inthe form of Whistle Blower Policy to deal with instances of fraud or mismanagement ifany .The Policy can be accessed at the website of the company.

RELATED PARTYTRANSACTIONS

The Company has developed a Related Party Transactions policy for purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions approved by the Board is uploaded on the Company's website.

All Related Party Transactions are placed before the Audit Committee and also theBoard/Members for their approval wherever necessary. The related party transactionsentered during the financial year were on an arm's length basis and were in the ordinarycourse of business except the contracts/arrangements or transactions entered into by theCompany with the related parties referred to in sub -section (1) of Section 188 of theCompanies Act 2013 during the course of business but which were not at arm's length basis.The details of the same are annexed herewith as " Annexure-H "in theprescribed Form AOC-2.

There were no materially significant related party transactions during the financialyear except with wholly owned subsidiary as mentioned in AOC-2.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURESON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the non executive directors vis-a-vis Thecompany alongwith criteria for such payments and disclosures on the remuneration ofdirectors alongwith their shareholding are disclosed Form MGT-9 which forms a part ofthis Report.

INTER SE RELATIONSHIPS BETWEEN THE DHIECTORS

There are no relationships between directors inter se except Mr. Akash Jain ManagingDirector and Mrs. Sheetal Jain director who is wife of Mr. Akash Jain Managing Director.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2015 was Rs. 36980000/-. During theyear under review the Company has not issued any shares with differential voting rightsnor granted stock options nor sweat equity. As on March 31 2015 No other director holdsany share in the Company except Mr. Akash Jain Managing Director who holds 345000Equity shares of the Company and Mrs. Sheetal Jain .Director who holds 190002 Equityshares of the Company .

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth hi the Notice. This is pursuant tosection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014 and Clause 35B of the Listing Agreement. The above Rule 20 ofthe Companies (Management and Administration) Rules 2014 have been amended on 19thMarch2015 to introduce a new concept of e-voting i.e. E-Voting at general meeting through anelectronic voting system. To comply with the requirements of new Companies Act 2013 andto ensure good governance for its members your Company has provided e-voting facility forits last year general meetings to enable its members to participate in the votingelectronically. The instruction(s) for e-voting for ensuing Annual General Meeting is alsoprovided with notice to shareholders of this Annual Report.

EXTRACT OFANNUAL RETURN

As required under Section 92 (3) read with Rule 12 of Companies (Management &Administration) Rules 2014 the extract of the Annual Return in the prescribed form MGT-9 is annexed herewith as " Annexure-IIF'.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in respect to Conservation of Energy technology absorption foreignexchange earnings and outgo pursuan t to Rule 8 of the Companies (Accounts) Rules 2014is as follows:-

a. Conservation of energy N. A
b. Technology Absorption N.A . (Rs.)
c. Foreign Exchange Earnings Current Year NIL
Previous Year NIL
d. Foreign Exchange Earning & Outgo
1. Foreign Exchange Earning NIL
2. Foreign Exchange Outgo
i) Foreign Traveling Expenses Current Year Rs . NIL
Previous Year Rs . NIL
ii) GIF Value of Imports Curren t Year Rs . 1896 (Lacs)
Previous Year Rs . 2255 (Lacs)

PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT 2013

Your company does not have any employee whose particulars are required to be givenunder the provision of Section 134 of The Companies Act 2013 read with the Companies(Accounts) Rules 2014.

PUBLIC DEPOSITS

During the year the Company has not received any Deposits from public covered underChapter V of the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

I n terms of Section 134 (3) (g) towards inclusion of the details of particulars ofLoans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 & Rules made thereunder in this report the same are given in thenotes to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

I n accordance with the provisions of the of the Sexual Harassment of Women at theWorkplace (prevention Prohibition & Redressed) Act 2013 no employees (permanentcontractual temporary trainees) are covered under this policy till the date of thisreport.

COMPLIANCE WITH THE LISTING AGREEMENT

The company's equity shares continue to be listed on the Stock Exchange Mumbai (BSE)which has nationwide trading terminals. The company has paid the Annual Listing Fees toBSE for the Financial Year 2015-2016.

ACKNOWLEDGEMENT

Your Directors place on record their warm appreciation of the assistance andcooperation extended by various Government Departments Authorities and Business Partnersetc. Your Directors also place on record their deep appreciation of the support providedby the Bankers associated with the company.

Your company's employees are instrumental to your company achieving higher businessgoals. Your directors place on record their deep admiration of the commitment andcontribution of your company's employees. Your support as shareholders is greatly valued.Your directors thank you and look forward to your continuance support.

For and on behalf of the board of directors
Akash Jain Prakash Goyal
New Delhi Managin g Director Director
August 312015 DIN : 00049303 DIN : 02598736
Corporate Identification Number (CIN): L51909DL1984PLC019441
Registered Office:
14 Rani Jhansi Road New Delhi-110055
Phone: 91-11-2351656 Fax : 91-11-23553698
Email: investor@cpil.com; Website: www.cpil.com

ANNEXURES

ANNEXURE-I

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

SI. No. Particulars Details
1. Name of the subsidiary Alsan Rubber & Chemicals Pvt. Ltd
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period Same i.e.01-04-2014 to 31-03-2015.
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable
4. Share capital 5000000
5. Reserves & surplus 5835642
6. Total assets 97403617
7. Total Liabilities 97403617
8. Investments 3032
9. Turnover 230370336
10. Profit before taxation 739143
11. Provision for taxation 425000
12. Profit after taxation 527280
13. Proposed Dividend -
14. % of shareholding 100

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations -Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year -NotApplicable

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures: -

Not Applicable

Note: Since there is no any associate /Joint Ventures of the company. Hence thestatement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures is not applicable to the company.

For and on behalf of the board of directors
Akash Jain Prakash Goyal
New Delhi Managing Director Director
August 312015 DIN: 00049303 DIN: 02598736
Corporate Identification Number (CIN): L51909DL1984PLC019441
Registered Office:
14 Rani Jhansi Road New Delhi-110055
Phone: 91-11-2351656 Fax : 91-11-23553698
Email: investor@cpil.com; Website: www.cpil.com

ANNEXURE-II

FORM NO. AOC-2

[Pursuant to clause (h) of Sub-section (31of Section 134 of the Act and Rule 8(2")of the Companies (Accounts). Rules. 2014

Form of disclosure of particulars of contracts/arrangements/entered into by the Companywith related parties referred to in subsection (1) of Section 188 of the Companies Act2013 including certain arm' length transactions under third proviso thereto.

1. Detail of contracts or arrangements or transactions not at Arm's length basis NOTAPPLICABLE

2. Detail of contracts or arrangements or transactions at Arm's length basis :

[Rupees in Lacs]
Sr. No. Name of the Related party Nature of Relationship Nature of contracts/ Arrangements/ transactions Amount Duration of contracts/ Arrangements /transactions Salient terms of contracts or arrangements or transactions Amount Paid as advance if any
1. Alsan Rubber & Chemicals PvtLtd subsidiary Supply of synthetic rubber (imported) on high seas basis 731.19 One Year Only 2 % profit margin on transaction which is with in arm length NIL
2. Alsan Rubber & Chemicals PvtLtd subsidiary Interest free temporary loan paid 58.88 One Year Temporary interest free Loan NIL
3. Alsan Rubber & Chemicals Pvt Ltd subsidiary Interest free temporary loan received back 58.88 One Year Temporary interest free Loan NIL
4 South west Pinnacle Exploration Pvt Ltd Related party Loan received 17.00 Three Month Temporary Loan NIL
5. South west Pinnacle Exploration Pvt Ltd Related Party Loan paid 17.00 Three Month Temporary Loan NIL
6. Mr. Akash Jain Managing Director Interest free temporary Loan received 554.70 One Year Temporary Loan NIL
7. Mr.Akash Jain Managing Director Interest free temporary Loan repaid 190.04 One Year Temporary Loan NIL
8. Mr. Akash Jain Managing Director Directors remuneration 12.00 Upto 3 1stJanuary 2017 Remuneration as perresolution NIL

 

For and on behalf of the board of directors
Akash Jain PrakashGoyal
New Delhi Managing Director Director
August 312015 DIN: 00049303 DIN : 02598736
Corporate Identification Number (ON): L51909DL1984PLCO19441
Registered Office:
14 Rani Jhansi Road New Delhi-110055
Phone: 91-11-2351656 Fax : 91-11-23553698
Email: investor@cpil.com; Website: www.cpil.com

ANNEXURE-IV

FORM No. MR-3

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)

To

The Members

Chandra Prabhu International Ltd.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Chandra Prabhu InternationalLtd. (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing our opinion thereon.

Based on our verification of the Chandra Prabhu International Ltd. 's books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the company its officers agents and authorisedrepresentatives during the conduct of secretarial audit and as per the explanations givento us and the representations made by the Management we hereby report that in ouropinion the Company has during the audit period covering the financial year ended on31st March 2015 generally complied with the statutory provisions listed hereunder andalso that the Company has proper Board processes and compliance mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords made available to us and maintained by Chandra Prabhu International Ltd.for thefinancial year ended on 31st March 2015 according to the applicable provisions of:

i. The Companies Act 1956 and the Companies Act 2013 ('the Act') and the rules madethere under as applicable;

ii. The Securities Contract (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of imports of goods;

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; and

vi. Other laws applicable to the Company as per the representations made by theManagement. We have also examined compliance with the applicable clauses of the following:

a. The Listing Agreements entered into by the Company with BSE Limited.

During the period under review and as per the explanations and clarifications given tous and the representations made by the Management the Company has generally complied withthe provisions of the Act Rules Regulations Guidelines etc. mentioned above.

We 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 was given to all Directors at least seven days in advance to schedulethe Board Meetings. Agenda and detailed notes on agenda were sent in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting. Decisions at theBoard Meetings as represented by the management was taken unanimously.

We further report that as per the explanations given to us and the representations madeby the Management and relied upon by us there are adequate systems and processes in theCompany commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

For KKS & Associates
Company Secretaries
Krishna Kumar Singh
New Delhi Prop .
August 312015 AC S No: 19375
CP No: 9760

This Report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

'Annexure A'

To

The Members

Chandra Prabhu International Ltd.

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 process 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 process 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 procedure 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 KKS & Associates
Company Secretaries
Krishna Kumar Singh
New Delhi Prop .
August 31 2015 AC S No: 19375
CP No: 9760

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