TO THE SHAREHOLDERS
Your Directors are pleased to present the Annual Report of your Company and theCompany's Audited Financial Statements for the financial year ended 31st March 2019.
| || ||(Rs. in lacs) |
| ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Profit before Finance Cost Depreciation and Tax ||1564.98 ||1771.58 |
|Finance Cost ||1051.44 ||1151.40 |
|Depreciation and Amortisation ||388.18 ||409.45 |
|Profit/(Loss) Before Tax ||125.36 ||210.73 |
|Provision for Tax: || || |
|- Current Tax ||66.97 ||77.23 |
|- Income tax for earlier years ||- ||(59.27) |
|- Deferred Tax (Asset) ||(112.90) ||17.26 |
|Profit/(Loss) After Tax ||171.29 ||175.51 |
|Other Comprehensive Income ||(131.61) ||(159.50) |
|Total Comprehensive Income ||39.68 ||16.01 |
Your Directors do not recommend any dividend on Equity and Preference Shares in view ofcarry forward loss.
During the year Sales/Income from operation were Rs. 131.74 Crores compared to Rs.127.82 Crores in the previous year. Export sales were at Rs. 28.90 Crore compared to Rs.37.86 in the previous year. Production would have even been higher but for shortage ofskilled workers the company had to curtail its production. Management discussions &Analysis Report is annexed with this report which gives more information on performance& prospects of the industry and your company.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There is no such material event after the date of financial statements.
RISK MANAGEMENT FRAMEWORK
Your company has a Risk Management Framework approved by the Board of Directors. TheRisk Management Framework provides the mechanism for risk assessment and its mitigation.The Risk Management framework which has been entrusted to CFO forimplementation/administration is being periodically reviewed by the Audit Committee andthe Board of Directors.
None of the risks the company is exposed to as described in appropriate part offinancial statements and Management Discussion and Analysis Report appears significantenough from the standpoint of the existential risk.
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN IN WORKPLACE
The Company has received no complaint from any women employee or other quarter duringthe year attracting punitive provisions of Sexual Harassment of Women in Workplace(Prevention Prohibition & Redressal) Act 2013.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration exceeding the limit prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
CHANGES IN THE PAID UP EQUITY CAPITAL
There has been no change in paid up Equity Capital of the company during the year underreview.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the date of thisreport.
1. Mr. Nirmal Pujara Managing Director (reappointed w.e.f. 01.01.18 for a period of 5years at the Annual General Meeting held on 21.09.2017).
2. Mr. Lalanjee Jha Chief Financial Officer (w.e.f. 02.07.2018 in place of Mr. UmeshKumar Keshri resigned w.e.f. 28.06.2018).
3. Mr. Pintu Singh Company Secretary (w.e.f. 13.06.2019 in place of Mr. Binod KumarChowdhury resigned w.e.f. 12.05.2019).
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
Under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 particulars regarding conservation of energy technology absorptionand foreign exchange earnings and outgo are set out in a separate statement attached tothis report and forms part of it.
DIRECTORS CHAIRMAN EMERITUS
Mr. G J Wadhwa left for his heavenly abode on 18/12/2018 on attaining the age of 93years. He was instrumental in taking over "The Champdany Industries Ltd" fromJames Finlay & Co in the year 1967 and was reckoned as father of inventing andpioneering value added diversified jute products in the country aimed at Export Market.Under his Leadership the company emerged as the largest manufacturer and exporter of jutegoods from India and this achievement was also recognized by the Ministry of TextilesGovernment of India by way of awarding top manufacturer and exporter award to the companyfor several years. The Boards records it deep condolence & high appreciation for theinvaluable contributions made by Mr. G J Wadhwa in the growth of the Company.
Mr. Bhushan Wadhwa left for his heavenly abode on 10.03.2019 on attaining the age of 65years. He was on the Board for more than 25 years. The Board records its deep condolence& valuable services rendered by Shri Bhushan Wadhwa.
In accordance with the provisions of Section 152 of the Companies Act 2013 and Articlesof Association of the Company Mr. D J Wadhwa Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.The Board recommends his reappointment for approval of the members. The brief profile ofMr. Wadhwa is given in the Notice convening the Annual General Meeting. As per 17(1) (a)of SEBI regulation (LODR) Regulation 2015 and a special resolution is required to bepassed for his reappointment in view of his having attained the age of more than 75 years.Accordingly a special resolution is proposed in the AGM Notice.
The tenure of Mr. S.M. Palia & Mr. Harbhajan Singh Independent Directors ended atthe last AGM on 13.08.2018 after completion of 2 consecutive terms. The Board placed onrecord its sincere appreciation for the services and valuable guidance received from Mr.Palia & Mr. Singh during their long tenure as members of the Board & wishes themgood health in retired life.
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given as Annexure Iof this Report.
M/s G Basu & Co. Chartered Accountants (ICAI FRN 301174E) has been appointed asthe Statutory Auditors of the Company for a term upto the conclusion of Annual GeneralMeeting to be held in the year 2022 by the Members in the 99th Annual General Meeting heldon 21st September 2017.
M/s N Radhakrishnan & Co Cost Accountants has been appointed as Cost Auditor forauditing the cost accounts of the Company for the year ended 31st March 2020 by the Boardof Directors. The remuneration proposed to be paid to the Cost Auditor requiresratification of the shareholders of the Company. In view of this your ratification forpayment of remuneration to the Cost Auditor is being sought at the ensuing Annual GeneralMeeting.
M/s N. Radhakrishnan & Co. Cost Accountants has given his consent to act as CostAuditor of the Company confirming that his appointment is within the limits of Section 139and certified that he is free from any disqualifications specified under Section 148(5)and all other applicable provisions of the Companies Act 2013.
The Cost Audit Report for the year 2017-18 has been filed with the Ministry ofCorporate Affairs on 29th October 2018 as against due date of 13th October 2018.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationreceived from the day to day operating management your Directors make the followingstatements pursuant to Sub-Section (5) of Section 134 of the Companies Act 2013:
a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) that the Directors have prepared the annual accounts for the financial year ended31st March 2019 on a going concern basis;
e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and;
f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively;
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 MGT-9 is annexed as Annexure II.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport submitted by M/s K. Arun & Co. Company Secretaries is enclosed as part ofthis report as Annexure III.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITOR IN HIS REPORT BY THE COMPANY SECRETARYIN PRACTICE IN HIS SECRETARIAL AUDIT REPORT AND BY THE COST AUDITOR IN HIS COST AUDITREPORT
There is no qualification either by the Statutory Auditors or by Secretarial Auditorsor by the Cost Auditor hence no explanation or comments by the Board is applicable on thisaccount.
MEETINGS OF THE BOARD
Eight Meetings of the Board of Directors were held during the year. For further detailsplease refer to report on Corporate Governance annexed in this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with section 129(3) of Companies Act 2013 and IND AS-103/110 theConsolidated Financial Statements are provided in the Annual Report.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY
Pursuant to sub-section (3) of Section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary i.e. ChampdanyConstruction Ltd is presented in a separate section in Form AOC 1 as Annexure IV.
LISTING WITH THE STOCK EXCHANGES
The Company's shares are listed on the BSE Ltd. (BSE) and annual listing fees forfinancial year 2019-20 has been paid to the BSE. Company's Equity shares has been delistedfrom the National Stock Exchange of India Limited with effect from 17th October 2018 tosave annual listing fee and other compliance cost. However the company's Equity sharecontinues to remain listed in the BSE Ltd which is also a nationwide Stock Exchange withwide trading terminals.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilitiesoperation of patent rights depression in market value of investments institution ofcases by or against the company sale or purchase of capital assets or destruction of anyassets etc. were passed by the Regulators for or against the Company during the financialyear ended 31st March 2019.
MATERIAL CHANGES AND COMMITMENTS
There is no material changes and commitments during the year.
INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS AND ITSADEQUACY
The Company has Internal Financial Control system with reference to financialstatements commensurate with the size scale and complexity of its operations. The systemencompasses the major processes to ensure reliability of financial reporting compliancewith policies procedures laws and regulations safeguarding of assets and economical andefficient use of resources which has been broadened/enlarged from last year to cater tothe exigencies of IND AS applicable to the company from the last year enjoining massiveparaphernalia in the sphere of disclosure requirements and accounting treatments thelatter laying greater emphasis on economic substance of accounts in departure fromhistoric basis of accounts under erstwhile traditional GAAP.
The internal Auditors continuously monitor the efficacy of Internal Financial Controlsystem with the objective of providing to the Audit Committee and the Board of Directorsan independent objective and reasonable assurance on the adequacy and effectiveness ofthe Company's risk management with regard to inter alia Internal financial Control systemwith reference to the financial statements.
The Audit Committee meets regularly to review reports submitted by the InternalAuditors. The Audit Committee also meet the Company's Statutory Auditors to ascertaintheir views on the financial statements including the financial reporting system andcompliance to accounting policies and procedures followed by the Company under reviseddispensation.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Those are duly addressed in Note No. 40 of Standalone financial statements.
PARTICULARS OF CONTRACTS ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES
During the financial year the Company had not entered into anycontract/arrangement/transactions with related parties which are materially significant.
All contracts/transactions/arrangements entered by the Company with Related partiesduring the financial year were in the ordinary course of business and on arm's lengthbasis and the provisions of Section 188 are not attracted which have been duly disclosedin Note No. 33 of financial statements.
PREVENTION OF INSIDER'S TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations 1992 andits subsequent Amendments in 2008 2015 and 2019 the Company has adopted a model Code ofConduct for prevention of Insider Trading in the shares and securities of the Company. TheCode inter alia prohibits purchase sale of the shares of the Company by the DirectorsOfficers and Designated Employees while in possession of the unpublished price sensitiveinformation in relation to the Company. The Company Secretary is the Compliance Officerfor the purpose of these Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and Analysis Report for the year under review as stipulated underRegulation 34 of the Listing Regulations is presented in a separate section forming partof this Annual Report.
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and aCertificate from the Auditors of the Company certifying compliance with the conditions ofCorporate Governance are attached hereto and form part of the Directors' Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires the conduct of all operations in such manner soas to ensure safety of all concerned compliance of statutory and industrial requirementsfor environment protection and conservation of natural resources to the extent possible.
Industrial Relations in all units and branches of the Company remained generallycordial and peaceful throughout the year except Units under suspension of work etc. asmentioned in Management Discussion & Analysis Report annexed herewith.
Your Directors take this opportunity to place on record their appreciation of thecontinuous support encouragement and co-operation received from the Company's bankersthe Government of West Bengal customers employees shareholders and other businessassociates.
| ||On Behalf of the Board || |
|Place: Kolkata ||G Goswami ||Directors |
|Dated: 13th June 2019 ||N.Pujara || |