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Chpl Industries Ltd.

BSE: 539335 Sector: Others
NSE: N.A. ISIN Code: INE714Q01014
BSE LIVE 11:30 | 07 Oct Stock Is Not Traded.
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OPEN 18.50
PREVIOUS CLOSE 19.00
VOLUME 400
52-Week high 19.00
52-Week low 12.50
P/E
Mkt Cap.(Rs cr) 5.64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.50
CLOSE 19.00
VOLUME 400
52-Week high 19.00
52-Week low 12.50
P/E
Mkt Cap.(Rs cr) 5.64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chpl Industries Ltd. (CHPLINDUSTRIES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board’s Report shall be prepared based on the standalone financial statementsof the company.

Particulars 2015-2016 2014-2015
(Amt. in Rs.) (Amt. in Rs.)
Gross Income 204124 2665677
Profit / (Loss) Before Interest and Depreciation (538094) 19205
Finance Charges 68 151
Gross Profit/(Loss) (538162) 19054
Provision for Depreciation -- --
Extraordinary Item -- --
Net Profit/(Loss) Before Tax (538162) 19054
Provision for Tax -- --
Net Profit/(Loss) After Tax (538162) 19054
Balance of Profit brought forward -- --
Balance available for appropriation -- --
Proposed Dividend on Equity Shares -- --
Tax on proposed Dividend -- --
Transfer to General Reserve (538162) 19054
Surplus carried to Balance Sheet -- --

2. COMPANY’S PERFORMANCE AFFAIR

Your Directors are positive about the Company’s operations and making best effortsto implement the cost reduction measures to the extent feasible.

3. DIVIDEND

Considering the present financial status of the Company your directors do notrecommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The Debit balance of Profit & Loss statement amounting to Rs. (538162) forfinancial year under review is transferred to reserves. The total reserves for thefinancial year 2015-16 are Rs. (26843830).

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31 2016 is Rs. 30465880/-comprising of 3046588 Equity Shares of Rs. 10/- each.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act 2013 Mr. Viral Chavda who retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.

Further during the year Mrs. Harshika was re-appointed as Additional IndependentDirector on the Board. The Company has received declaration from all the IndependentDirectors of the Company confirming that they meet criteria of independence as prescribedunder Section 149(6) of the Companies Act 2013.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Thirteen Board Meetings and Four Audit Committee Meetings were convened and held.The details of which are given as under.

Sr. No. Date
Board Meeting
1 11/09/2015
2 05/10/2015
3 23/10/2015
4 04/11/2015
5 17/11/2015
6 18/12/2015
7 21/01/2016
8 01/02/2016
9 05/02/2016
10 11/02/2016
11 23/02/2016
12 24/02/2016
13 04/03/2016

 

Sr. No.

Date
Audit Committee

1.

11/09/2015

2.

18/12/2015

3.

05/02/2016

4.

04/03/2016

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration committee.

9. COMMITTEES OF THE BOARD

There are currently three committees of the Board as following:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany’s financial reporting process.

The Audit Committee Comprises of 5 directors. The Chairman of the Audit Committee is aNon-executive and Independent Director. The Composition of the Audit Committee is asunder:

Sr. No. Name Category Designation
1 Mr. Viral Chavda Executive Director & CFO Chairman
2 Mr. Shital Mutha Independent Director Member
3 Ms. Harshika Independent Director Member

2) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is as under:

Sr. No. Name Category Designation
1 Mr. Viral Chavda Executive Director & CFO Chairman
2 Mr. Shital Mutha Independent Director Member
3 Ms. Harshika Independent Director Member

3) Stakeholders Relationship Committee

The Committee inter-alia deals with various matters relating to:

• transfer/transmission of shares;

• issue of duplicate share certificates;

• Investors` grievances and redressal mechanism and recommend measures to improvethe level of investor services. Details of shares transfer/transmission approved by theCommittee and Shareholders’/Investors’ grievances are placed at the BoardMeetings from time to time.

Sr. No. Name Category Designation
1 Mr. Viral Chavda Executive Director & CFO Chairman
2 Ms. Shital Mutha Independent Director Member
3 Ms. Harshika Independent Director Member

10. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

11. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair view of the state of affairs of the Company for the year under review.

c) The directors 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.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

12. AUDITORS

The Auditors M/s Ramanand & Associates. Chartered Accountants Mumbairetire at the ensuing Annual General Meeting and being eligible; offer themselves forreappointment for a period of the conclusion of this Annual General Meeting [AGM] till theconclusion of 31st Annual General Meeting.

13. AUDITORS’ REPORT

The Directors are of opinion that the comments in the Auditors report are selfexplanatory and do not call for any further explanations.

14. SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report from Ravi Kothari & Associates Practicing CompanySecretary Mumbai is enclosed as Annexure II to this report. There are noqualifications in the Auditors Report and the observations and suggestions made bytheAuditors in their report are self-explanatory.

15. INTERNAL AUDIT

The Company has in-house Internal Audit system and the internal audit report wassubmitted on Quarterly basis to the Company.

16. VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished.

17. RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.

18. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

19. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on theCompany’s website www.chplindustriesltd.com.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is no contract or arrangements entered into by the Company with related partiesreferred to in subsection (1) of section 188 of the Companies Act 2013 including certainarm's length transactions under third proviso.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Conservation of energy technology absorption foreign exchange earnings and outgo areNil during the year under review.

22. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

23. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the Year 2015-2016 toBSE Limited.The Company is also listed with Bombay Stock Exchange Limited.

24. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

1. During the year under review the Company has not made any investments or givenguarantee’s or provided securities falling under the provisions of Section 186 of theCompanies Act 2013 and during the year there is no change in the Loan given.

2. There are no contracts or arrangements entered into by the Company with relatedparties referred toin sub-section (1) of section 188 of the Companies Act 2013.

3. The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;

4. The Company do not have any subsidiary joint venture or associate Company henceno need to state anything about the same;

5. The Company has not accepted deposits covered under Chapter V of the Act;

6. No significant material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

7. Since the Company having paid-up capital less than the threshold provided underClause 49 of the Listing Agreement hence the Company need not required to addressReports on Corporate Governance certificate/s pertains thereto and Management Discussionand Analysis Report

8. There are no employees who are in receipt of salary in excess of the limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

25. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors

Viral Chavda

(Executive Director)

Place: Secundarabad

Date: 14th August 2016