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 2015-16 and to submit the 31st Annual Report& Audited Balance Sheet as on 31st March 2016 and Profit & LossAccount for the period ended on 31* March 2016.
| || |
| ||2015-2016 ||2014-2015 ||2015-2016 ||2014-2015 |
|Turnover/ Income from operations ||3558.56 ||4860.60 ||4959.96 ||7164.30 |
|Other Income ||147.46 ||12.78 ||158.55 ||15.11 |
|Profit/(Loss) before tax finance cost & depreciation ||107.23 ||58.60 ||130.82 ||112.59 |
|Finance Cost ||37.04 ||41.36 ||82.77 ||76.45 |
|Depreciation ||19.51 ||26.67 ||25.59 ||38.18 |
|Exceptional items (income) || || || ||- |
|Profit/(Loss) before tax ||50.68 ||(9.43) ||22.46 ||(2.04) |
|Provision for Taxation ||11.50 || ||11.50 ||4.25 |
|Tax Adjustments for earlier years ||7.48 ||7.31 ||8.26 ||7.23 |
|Deferred Tax ||(1.54) ||(3.91) ||(2.16) ||(5.96) |
|Profit/(Loss) After Tax ||33.24 ||(12.83) ||4.87 ||(7.56) |
|Surplus brought forward from Previous Year ||712.89 ||725.98 ||769.49 ||779.06 |
|Profit available for appropriation ||746.12 ||712.89 ||774.36 ||769.49 |
|Appropriations: || || || || |
|Proposed Dividend || ||- || ||- |
|Tax on Proposed Dividend || ||- || ||- |
|Transfer to General reserve || ||- || ||- |
|Surplus carried to Balance Sheet ||746.12 ||712.89 ||774.36 ||769.49 |
Keeping in view the current financial position and future working capital requirementsof the Company the Board has not recommended any dividend for the financial year endingon 31st March 2016.
TRANSFER TO RESERVE
Your Directors have proposed not to transfer any sum to the General Reserve.
During the year the performance of the Company was depressing and the turnover duringthe year was at 3558.56 lacs as against 4860.60 lacs in the previous yearindicating a decline of about 27% over the last year. The year under reviewresulted in Net profit of 33.24 lacs which is mainly due to sale of investment bythe company as compared to loss of 12.83 lacs during the previous year. Themanagement is optimistic on the performance of the Company in future and a detaileddiscussion is provided under Management discussion and analysis report.
On consolidated basis revenue from operations for FY 2015-16 is 4959.96 lacs asagainst 7164.30 lacs in previous year indicating a decline of about 31% overthe last year.
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 312016 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 (CIN: U52100DL1995PTC068763) [ARCPL] as on March312016. ARCPL is mainly engaged in the business of trading of rubbers. During the yearunder review ARCPL registered revenue from operations of Rs. 1401.40 lacs as compared toa revenue of Rs. 2303.70 Lacs in financial year 2014-lS.There was a loss of (Rs.28J61acs)for the year under review as against profit after tax of Rs. 5.27 lacs for the previousyear. ARCPL continues to supply its entire supply/ to the Company. There has been nomaterial change in the nature of the business of the subsidiaries.
There are no associate companies or joint venture companies within the meaning ofsection 2(6) of the Companies Act 2013 ("Act").
Pursuant to provisions of section 129(3) of the Act a report on the performance andfinancial position of the Company's aforesaid subsidiary is annexed in the prescribed FormAOC-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 2015-16.
DIRECTORS & KEY MANAGERIAL PERSONNEL
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 Regulation 17 of the SEBI (LODR)Reg 2015 Mr. Prakash Goyal Mr. Nishant Goyal was appointed as independent director inthe Annual General Meeting held on 30th September 2014 and Mr. JagdishJhunjhunwala was appointed as the Independent Director of the company in the AnnualGeneral Meeting held on 29th September 2015. They have submitted a declarationthat each of them meets the criteria of independence as provided in section 149(6) of theAct &SEBI (LODR) Regulations 2015 and there has been no change in the circumstanceswhich may affect their status as independent director during the year.
Further in accordance with the provisions of Companies Act 2013 Mr. Nishant GoyalIndependent Director of the Company retires by rotation at the ensuing annual generalMeeting and being eligible offers himself for re-appointment.
Mr. Nitesh Kumar Singh resigned from the post of Company secretary and ComplianceOfficer with effect from April 18 2016.
Further the term of Mr. Akash Jain (DIN 00049303) Chairman & Managing Director ofthe Company who was appointed for a term of five years with effect from February 1 2012expires on January 31 2017. It is therefore proposed to reappoint Mr. Akash Jain (DIN00049303) for a period of five years with effect from February 01 2017 and remunerationterms as approved by the Board.
Further in due compliance with the requirement of Section 203 of Companies Act 2013read with Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014Ms. Mansi Mehta was appointed Company Secretary &Compliance Office of the Company aspart of KMP in place of Mr. Nitesh Kumar Singh w.e.f April 18 2016 in the board meetingheld on April 18 2016. There has been no other change in the key managerial personnelduring the year.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company met 13 (Thirteen) times during the Financialyear ended March 31 2016 i.e. on 29th May 2015 30th June 201512thAugust 2015 31" August 2015 5th September 2015 1st October 2015 26thOctober 2015 5th November 2015 1st December 2015 1st January2016 27th January 201610th February 2016 and 30th March 2016respectively. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and Regulation 17(2) of the Listing obligations & Requirements of SEBI.
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(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
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.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
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.
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of ourculture. While we need to accept a level of risk in achieving our goals sound riskmanagement helps us to make the most of each business opportunity and enables us to beresilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressingthem in ways that manage uncertainties minimize potential hazards and maximizeopportunities for the good of all our stakeholders including shareholders customerssuppliers regulators and employees. Risks can be broadly classified as StrategicOperational Financial and Legal/Regulatory.
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 Company has adopted risk management policy approved by Board ofDirectors and established a risk management framework to identify mitigate and controlthe risk and threatens of risk.
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.
Detailed composition of the mandatory Board Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholder Relationship Committee and no. of meetings heldduring the year under review and other related details are set out in the CorporateGovernance Report which forms a part of this Report.
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
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. J.P.S. & Company Chartered Accountants were appointed as statutory auditors ofthe Company from the conclusion of the 29th annual general meeting (AGM) of theCompany held on September 30 2014 till the conclusion of the thirty second AGM to be heldin the year 2017 subject to ratification of their appointment at every AGM.
SECRETARIAL AUDITORS & THEIR REPORT:
In terms of Section 204 of the Companies Act 2013 and Rules framed there under and onthe recommendation of the Audit Committee the Board of Directors of the Company havevoluntarily appointed M/s.KKS & Associates Company Secretaries as the SecretarialAuditor of the Company for the financial year 2015-2016. The Company has received consentfrom M/s.KKS & Associates Company Secretaries for their appointment is annexed asAnnexure-IV to this Report 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.
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's plan of entering into business execution of all kinds of infrastructureprojects is in progress and management of the company is evaluating various suitableprospects. On successful implementation of future projects and on the strength of itsexisting product portfolio operational efficiency and enhanced network the managementon overall basis expects a robust growth and enhanced market share. The Board expectsthat the Company will continue to improve its overall performance and excel to enhance theprofitability of the Company in the present economic scenario and huge potential demandof these products in the Indian market via its strategy competency operationalefficiencies and new line of activity on its successful implementation.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129(3) of the Companies Act 2013 and Listing Obligation& Disclosure Requirement entered into with the Stock Exchanges the consolidatedFinancial Statements of the Company including the financial detail of the subsidiaryCompany of the Company forms part of this Annual Report .The Consolidated FinancialStatements have been prepared in accordance with the Accounting Standards 2006 issued bythe Institute of Chartered Accountants of India.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the ListingObligation & Disclosure Requirements entered into with the Stock Exchanges the Boardhas adopted vigil mechanism in the form of Whistle Blower Policy to deal with instancesof fraud or mismanagement if any .The Policy can be accessed at the website of thecompany.
RELATED PARTY TRANSACTIONS
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 the prescribedForm 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 and Corporate Governance Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
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 ManagingDirector.
The paid up Equity Share Capital as on March 31 2016 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 2016 no other director holdsany share in the Company except Mr. Akash Jain Managing Director who holds 345000 (9.33%) Equity shares of the Company and Mrs. Sheetal JainDirector who holds 190002 (5.14%) Equity shares of the Company.
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant tosection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014 and Regulation 79(2) of Listing Obligation & disclosureRequirements. The instruction(s) for e-voting for ensuing Annual General Meeting is alsoprovided with notice to shareholders of this Annual Report.
EXTRACT OF ANNUAL 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 HP'.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in respect to Conservation of Energy technology absorption foreignexchange earnings and outgo pursuant to Rule 8 of the Companies (Accounts) Rules 2014 isas follows:-
|a. Conservation of energy ||NIL || |
|b. Technology Absorption ||NIL ||(Rs.) |
|c. Foreign Exchange Earnings ||Current Year ||NIL |
| ||Previous Year ||NIL |
|d. Foreign Exchange Earning & Outgo || || |
|Foreign Exchange Earning ||NIL || |
|1. Foreign Exchange Outgo || || |
|i) Foreign Traveling Expenses ||Current Year ||Rs. NIL |
| ||Previous Year ||Rs. NIL |
|ii) CIF Value of Imports ||Current Year ||Rs. 2111 Lacs |
| ||Previous Year ||Rs. 1853 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.
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
In 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
In accordance with the provisions of the of the Sexual Harassment of Women at theWorkplace (prevention Prohibition & Redressel) Act 2013. There were no complaintregarding sexual harassment by any women employees (permanent contractual temporarytrainees) who are covered under this policy till the date of this report.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATION* DISCLOSURE REQUIREMENTS) REGULATIONS 2015
The company's equity shares continue to be listed on the Bombay Stock Exchange (BSE)Mumbai which has nationwide trading terminals. The company has paid the Annual ListingFees to BSE for the Financial Year 2016-2017.
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 ||Managing Director ||Director |
|August 292016 ||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: email@example.com: Website: www.cpil.com || || |