The Directors have pleasure in presenting the 35th Annual Reporttogether with the Audited Statement of Accounts of the Company for the year ended 31stMarch 2017.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March 2017 are brieflygiven below:-
|Particulars ||2016-17 ||2015-2016 |
| ||(Rs.) ||(Rs.) |
|Sales & Other Income ||519423465 ||421136650 |
|Profit before Depreciation & ||19662693 ||33875811 |
|Interest || || |
|Less:- Depreciation ||12895000 ||11693000 |
|Interest/Finance cost ||13990830 ||14505016 |
|Profit before exceptional Item ||(7223137) ||7677795 |
|Add; Exceptional Items ||- ||- |
|Add: Extra Ordinary Item of Income ||- ||- |
|Profit before Tax ||(7223137) ||7677795 |
|Less: Provision for Taxation ||- ||2500000 |
|Profit after Taxation for the ||(7223137) ||5177795 |
|Year || || |
2. COMPANYS AFFAIRS PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTFinancial and Present Performance
During the year under review the Revenue from Operations of the Company was Rs. 5190.48Lacs as against Rs. 4131.70 Lacs of the previous year. The Company has suffered a loss ofRs. 72.23 lacs after carrying out depreciation interest and tax as against the Profit ofRs. 51.77 Lacs of the previous year.
The Company so far was earning reasonable profits.
Considering the present scenario in the industry the big players entering this marketthe Company during the financial year 2016-17 has totally revamped its Marketingstrategies so as to benefit the Company in the years to come. As a result of this theCompany has incurred the loss during the financial year. However this is temporary phaseand the Company shall start earning reasonable profits in the near future.
Industry Structure Development Opportunities and Outlook The Company is mainlyengaged in the food processing Industry which is showing remarkable growth. TheGovernments both Central and State are focusing on development of preservation of AgroProducts and the main thrust is for processing of more and more agro cultivation. The mainrevenue of the Company is from Products like Pickles and Ketchups. The said products arenot the staple items in the Indian food habits and thus are low growth oriented.
The Company is diversifying their activities by coming out with some fast and runninginstant food items which are non seasonal in nature which would contribute to the betterperformance.
With the long standing in the food industry and having its own Research and Developmentdepartment and the full fledged Laboratory and Quality Control force in place yourDirectors are confident that the Company can develop new product mixes.
3. TRANSFER TO RESERVES
Your Company has not proposed to transfer any amount to the General Reserve. The lossfor the year of Rs.7223137/-is carried over to Profit and Loss Account under the headingof Reserve and Surplus.
As the Company has suffered a loss during the financial year
2016-17 your Directors do not recommend any dividend on the shares of the Company.
5. COMPOSITE SCHEME OF ARRANGEMENT OF AMALGAMATION AND DE-MERGER:
Considering the expansion /diversification of the business/ products the Board ofDirectors of your Company in its meeting held on 3rd May 2017approvedthe "Scheme of Arrangement"for Amalgamation of Pravin Foods Pvt. Ltd. (PFPL) andDe-merger of an undertaking consisting of food related business includes Manufacturingunits tiny units cold storage & Agri Tech centre R & D/ Lab facilitieswarehouse facilities block shed of Chordia Food Park and Properties Limited (CFPPL) into Chordia Food Poducts Limited (CFPL) Accordingly the Company has approached BSE Limited
(Bombay Stock Exchange) by submitting the draft Scheme of Arrangement to effect theabove mergers. The Companys application with BSE Limited is yet to be cleared.
Once cleared by BSE Limited it is subject to the approval of the shareholders andcreditors of all the three concerned companies and is further subject to approval ofHonble National Company Law Tribunal (NCLT).
6. CAUTIONARY STATEMENT
Statements in this Report particularly those which relate to management discussion andanalysis describing the Companys objectives projections estimates andexpectations may constitute "forward looking statements" within the meaning ofapplicable laws and regulations. Actual
Results might differ materially from those either expressed or implied.
7. DIRECTORS a. In accordance with provisions of Section 152 of Companies Act 2013and in terms of Articles of Association of the Company Mr. Hukmichand S. Chordia
[DIN: 00389587] retires by rotation at forthcoming Annual General Meeting and beingeligible offers himself for re-appointment. b. The term of appointment of Mr. PradeepChordia as the Managing Director is due to expire as on 30th September2017. c. In pursuance to the provisions of Section 161 of Companies Act 2013 your Companyhas appointed Mrs. Zalak Shah as an Additional Director of the Company w.e.f 11thAugust 2017 till the ensuing Annual General Meeting.
Necessary resolutions for appointment of Mr. Hukmichand
Chordia as Director Re-appointment of Mr. Pradeep Chordia as the Managing Director ofthe Company and Appointment of Mrs. Zalak Shah as an Independent Woman Director of theCompany are recommended for your approval.
Mrs. Gargi Sharma a Women Independent Director of the
Company resigned w.e.f 11th August 2017 due to her other personalcommitments.
8. PUBLIC DEPOSITS
During the financial year 2016-2017 your Company has not accepted any deposit withinthe meaning of Sections 73 and 74 of the Companies Act 2013 read together with the
Companies (Acceptance of Deposits) Rules 2014.
9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.
The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal
Audit Report and the adequacy and effectiveness of internal controls periodically.
10. LISTING FEES
The annual listing fee for the year 2016-2017 as well as for the year 2017-2018 havebeen paid to BSE Limited where your Companys shares are listed.
11. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
Company does not have any Holding Company Subsidiary Company and Associate Company.
12. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies
(Management and Administration) Rules 2014 are set out herewith as Annexure I to thisReport.
13. NUMBER OF MEETINGS OF THE BOARD
During the year seven (7) Board Meetings were convened and heldincluding one separateMeeting of Independent Directors on 31st March 2017. The details of thesaid Meetings held are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period prescribed underCompanies Act 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
14. DIRECTORS RESPONSIBILITY STATEMENT
Directors Responsibility Statement prepared pursuant to the provisions of Section134(5) of the Companies Act 2013 is furnished below as required under Section 134(3)(c).
Directors state that:-a) In the preparation of the Annual Accounts for the year ended31st March 2017 the applicable Accounting Standards have been followedalong with the proper explanation relating to material departures; b) Accounting Policiesas mentioned in PartB to the Financial Accounts have been selected and appliedconsistently. Further judgments and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2017 and of the Loss of the Company for the year ended on that date; c) Proper andof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; d) The Annual Accounts have been prepared on a going concernbasis; e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and f) Proper systems to ensure compliancewith the provisions of all applicable laws were in place and were adequate and operatingeffectively.
15. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under Section 149(7)of the CompaniesAct 2013 that they meet the criteria of independence as laid down under Section
149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
16. AUDITORS AND AUDITORS REPORT
a) Internal Auditor
The Internal Auditor Shashank Amin Chartered Accountants Pune have conductedinternal audits periodically and submitted their reports to the Audit
Committee. Their Reports have been reviewed by the
Statutory Auditors and the Audit Committee.
b) Statutory Auditor:
The term of existing statutory Auditor Sunil Shah & Co. is due to expire in ensuingAnnual General Meeting. The
Board of Directors has recommended the appointment of Bharat Shah & AssociatesChartered Accountants having membership No. 110878 and FRN 122100 Was statutory auditorsof the Company.
In terms of Section 139(1) of the Companies Act 2013 the necessary Resolution forappointment of new auditor to hold office from conclusion of this Annual General Meetingtill the conclusion of the Annual General Meeting to be held in the year 2022 is placedfor your approval.
The Auditors Report to the Shareholders for the year under review does not contain anyqualification.
No frauds have been reported by the Auditors under Section
143(12) of the Companies Act 2013 requiring disclosure in Boards Report.
c) Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 your Company has appointed ShekharGhatpande & Co. Practicing Company Secretaries having Membership No FCS: 1659 CP:782to conduct the Secretarial Audit of your Company for the Financial Year 2016-2017. TheSecretarial
Audit Report is annexed herewith as Annexure - II to this Report. The Secretarial AuditReport does not contain any major qualification reservation or adverse remark.
d) Cost Audit:
For the Financial Year under Report the appointment of Cost Auditor and obtaining oftheir Report was not applicable to the Company. has been taken for the maintenance
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Details of Loan Guarantee and Investment under Section 186 of the Companies Act2013 read with
Companies (Meeting of Board and its Powers) Rules 2014 are as follows: a) The Companyhas not advanced any amount in the nature of Loan to any other entity however earlier theCompany has paid an advance towards the purchase of Cold Storage to
Chordia Food Park & Properties Ltd. the final conveyance of which is yet to becompleted. b) There are no Guarantees issued by Company in accordance with Section 186 ofthe Companies Act 2013 read with
Rules issued there under. c) Details of Investments in Equity Shares made by the
Company as on 31st March 2017 (including Investments made in theprevious years) in quoted and unquoted Shares are as under:-
|Name of Entity ||Amount as at 31st |
| ||March 2017 (Rs.) |
|1. Quoted || |
|(a) 10000 Units of Rs. 10/- each of ||100000/- |
|Punjab National Bank || |
|2. Unquoted || |
|(a) 1000 Shares of Rupee Co-op. Bank ||50000/- |
|Ltd. of Rs. 50/- each || |
|TOTAL: ||150000/- |
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013
Pursuant to provisions of Section 134 of the Companies
Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 the Particularsof contracts of Arrangements entered into by the Company with Related Parties have as faras possible been done at Arms Length and are in the ordinary course of business.
The Particulars of the transactions so entered in to with
Related Parties have been provided in Form No. AOC -2 attached herewith as AnnexureIII.
19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of this report subject to the Changesand commitments that shall occur due to the "Scheme of Arrangement" as describedin paragraph No. 5 above.
20. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
During the year there are no significant/ material orders passed by the Regulators orcourts or Tribunals impacting the going concern status of your Company and its operationsin future.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:A. Conservation of Energy and Technology Absorption: a) The Companys operationsinvolve very low energy consumption. Wherever possible energy conservation measures havebeen implemented and there are no further areas where energy conservation measures can betaken.
However efforts to conserve and optimize the use of Energy through improvedOperational methods and other means will continue. b) The Company has no collaborationsand is engaged in the manufacture of the products by its own developed methods/operations.The Company has setup a Research and Development Center whose emphasis is on productdevelopment product quality Cost reduction energy conservation and improvement inprocess productivity. The Company has also setup Laboratory and Quality Control
Department to ensure the quality of different products manufactured.
B. Foreign Exchange Earnings and Outgo:
|Sr. No. ||Particulars ||Amount in |
| || ||Rs. |
|i ||Foreign Exchange earned in terms of ||Nil |
| ||actual inflows during the year || |
|ii ||Foreign Exchange outgo during the ||Nil |
| ||year in terms of actual outflows || |
22. RISK MANAGEMENT POLICY
At present the Company has not formulated any Policy for
Risk Management however during the course of business the Management looks after andstudy the Business Risks involved.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 in respect of CSR activitiesare not applicable to the Company. The Company voluntarily also has not undertaken any CSRactivity.
24. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Rules made there under andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the
Board has carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit Nominationand
Remuneration and other statutory committees. Performance valuation has been carried outas per the Nomination and
25. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business during the Financial Year underreview.
26. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
Directors appointed/ceased during the Year
|Name of ||Designation ||Particulars of ||Term of |
|Director || ||Change ||appointment |
|Mr. Bapu ||Executive ||Appointed as ||Up to 31st |
|Ramchandra ||Director ||an Executive ||March 2019. |
|Gavhane || ||Director w. e.f || |
| || ||11th April 2016. || |
|Dr. Ajit ||Independent ||Appointed as ||For a period |
|Harichand ||Director ||an Independent ||of 5 years. Up |
|Mandlecha || ||Director of the ||to 10th April |
| || ||Company w.e.f ||2021. |
| || ||11th April 2016 || |
|Ms. Gargi ||Woman ||Resigned w.e.f ||- |
|Sudhir ||Independent ||11th August || |
|Sharma(*) ||Director ||2017 || |
| || || ||of compliance |
|Mrs. Zalak Neil ||Women ||Appointed as ||Up to ensuing |
|Shah(*) ||Independent ||an Additional ||Annual |
| ||Director ||Director w. e.f. ||General |
| || ||11th August ||Meeting. |
| || ||2017. || |
|Mr. Pradeep ||Managing ||Re-appointment ||Up to 30th |
|Chordia (*) ||Director ||for a period of 2 ||September |
| || ||years. ||2019. |
(*)Changes have been made during the next Financial Year i.e. 2017-2018 but before thedate of this Report.
Employees appointed/ceased as Key Managerial Personnel during the Year:
There are no changes in appointment and cessation of Key Managerial Personnel duringthe year.
27. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.
28. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration which attracts the disclosureunder Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014.
29. CASH FLOW
A Cash Flow Statement for the year ended 31st March 2017 is attachedto the Financial Statement.
30. CORPORATE GOVERNANCE
Pursuant to Regulation 27 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations
2015 report on the Corporate Governance is not applicable to the Company. However as agood Corporate Governance practice the Company furnishes the report on the CorporatefromGovernance along with the certificate Auditors forms part of the Annual Report.
In compliance with requirement of disclosure as per the provisions of Section II ofSchedule V of Companies Act 2013 the Directors state that no additional remunerationother than mentioned under Extract of Annual Return i.e. MGT 9 has been paid to theworking Directors of the Company. They have also not been paid in any other benefits.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
During the year under review there were no cases filed pursuant to the aforesaid Act.
Your Directors wish to place on record their sincere appreciation of the continuedsupport from the Companys
Bankers viz. Corporation Bank its valued Customers
Distributors Suppliers etc.
The Directors are also thankful to the officials of the
Government of India State Governments Local Authorities for their continued help andtimely assistance extended to the Company.
| ||By Order of the Board of Directors |
| ||For Chordia Food Products Limited |
| ||Hukmichand S. Chordia |
|Place: - Pune ||Chairman |
|Date: 11th August 2017 ||[DIN: 00389587] |