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Chamak Holdings Ltd.

BSE: 539600 Sector: Others
NSE: N.A. ISIN Code: INE049R01013
BSE 05:30 | 01 Jan Chamak Holdings Ltd
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Chamak Holdings Ltd. (CHAMAKHOLDINGS) - Director Report

Company director report

And Management Discussion and Analysis

Dear Members

Chamak Holdings Limited

Your Board of Directors are pleased to present 36th Annual Report of thecompany and Brief on the business and operations of the Company and the accounts for theFinancial Year ended March 31 2020 along with the annexures thereto.

Our Management Team:

Our Management team consist of highly experienced and dedicated Management Team whichconsists sufficient number of Executive Non-Executive Independent Director WomanDirector etc. and other KMPs who have wide and varied experience in different disciplinesof corporate functioning.

BUSINESS OVERVIEW

The Company is basically engaged in the business of Plastic & Steels Scrap andother related activities. The prospect of Plastic related goods are bright in terms oflong term perspective and it will help us to increase our earnings in near future.

FINANCIAL RESULTS

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

The Company's financial performance is given hereunder.

Particulars Financial Year ended 31.03.2020 (In Rs.) Financial Year ended 31.03.2019 (In Rs.)
Sales & other income 606481061 701838519
Total Expenses 606046015 699931510
Profit before tax 435046 414504
Profit after tax (955259) (4119401)
Appropriations:
Equity Dividend
(i) Interim 0 0
(ii) Final 0 0
Corporate Tax on Dividend
(i) Interim 0 0
(ii) Final 0 0

REVIEW OF OPERATIONS

The Turnover from the Operations of the Company during the Financial Year ended 31stMarch 2020 amounted to Rs.606 481061 as compared to Rs. 701838519 during the previousyear ended 31st March 2019. The Turnover of the Company has been Decreasesfrom the previous year due to Covid-19 Situation.

DIVIDEND

The Company has future plans for expansion & Growth and the company will requirehuge amount of fund hence the company retain the earning of the company and planning todeploy those internally generated funds for company's expansion & Growth.

RESERVES

Board did not create any special reserve during the year but transfer the amount ofProfit & Loss Account to the Reserve & Surplus.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans Guarantees and Investment have been disclosed in theFinancial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has robust systems for internal audit and corporate risk assessment andmitigation. The Company has in place adequate internal financial controls with referenceto financial statements and no material reportable weakness was observed in the system.Further the Company has in place adequate internal financial controls commensurate withthe size and nature of its operations. Your Company's control system and procedures areregularly reviewed for relevance and effectiveness and changed as per the need of businessenvironment.

The company has appointed M/s Sushil Pruthi & Co. Chartered Accountants New Delhias the Internal Auditor of the company in terms of section 138 of the companies Act 2013and rules made thereunder. The internal auditor reports to Audit Committee of the Company.

PUBLIC DEPOSITS

The company has not accepted Deposits falling within the meaning of Section 73 of theCompanies Act 2013 and the during the year because the company is using its internalfunds for day to day affairs of the company.

AUDITORS OF THE COMPANY

I. SECRETARIAL AUDITORS AND THEIR REPORT

The Board had appointed M/s. Akshit Gupta and Associates Company Secretaries inPractice for the Financial Year 2019-20 to conduct the audit of Secretarial and relatedrecords of the Company. The Secretarial Audit Report for the financial year ended March31 2020 is provided in Annexure-1 to this Boards' Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remarks.

II. STATUTORY AUDITOR'S AND THEIR REPORT

The Auditors M/s S.B.D & Co Chartered Accountants New Delhi Statutory Auditor ofthe company whose period of office expires at the conclusion of ensuing Annual GeneralMeeting and M/s Sandeep Varshney & Associates Chartared Accountant eligible for thepurpose of Appointment as per section 139 and rules made thereunder of the Companies Act2013 for a period of five years

They have confirmed their eligibility under section 141 of Companies Act 2013 and thatare not disqualified for appointment and being eligible offer themselves for appointment.

M/s Sandeep Varshney & Associates Chartared Accountants is eligible for thepurpose of appointment as an Statutory Auditor as per section 139 and rules madethereunder of the Companies Act 2013 for a period of five years from this Annual GeneralMeeting until the conclusion of 41th Annual General Meeting (subject to the rectificationof the appointment by the members at every Annual General meeting held after this AnnualGeneral Meeting) on such remuneration as shall be fixed by the Board of Directors of theCompany to them as may be determined by the audit committee in consultation with theAuditors."

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 (Attached as Annexure -2)shall form part of the Board's report.

DIRECTORS

Sh. Vagish Pathak (DIN: 00053041) retires by rotation and being eligible offershimself for re-appointment at the ensuing Annual General Meeting.

Appointment of Independent Director:

During this financial Year Mr. Gurbachan Sigh Matta Ajay kumar Mohantay have beenRe-appointed as an Independent Director.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As our company is not covered under the provisions of section 135 of the Companies Act2013 therefore CSR is not applicable to our company.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to the median employee'sremuneration and other requisite details pursuant to section 197 (12) of the CompaniesAct 2013 ("Act") read with Rule 5 (1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended is annexed to this Report asAnnexure - 3. Any member interested in obtaining such particulars may write to theCompany Secretary at the registered office of the Company. The said information isavailable for inspection at the Registered Office of the Company during working hours.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business. The Company presents aStatement of all related party transactions before the Audit Committee on a quarterlybasis specifying the nature value and terms and conditions of transaction. Transactionswith related parties are conducted in a transparent manner with the interest of theCompany as utmost priority. Details of such transactions are given in the accompanyingFinancial Statements. Details of Transactions has been Annexed in AOC-2 as Annexure-4.

CREDIT RATING

During the year the Company under review Brickwork Ratings India Pvt. Ltd. has assignedthe following credit rating of your company which are as under:

Ratings are as follows:

Fund Based Limits BWR B+
Non-fund Based Limits BWR A4

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

The Company has zero Tolerance for Sexual Harassment of Women at work place. A policyhas been adopted in line with the sexual harassment at work place (Prevention Prohibition& Redressal) Act 2013 and the Rules framed thereunder. During the Year no Complaintspertaining to sexual harassment were received.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. All Board of Directors and the designated employees have confirmed compliancewith the Code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The company was not initiated any proceeding during the year hence no any order infavor of or against the company has been passed by any Court or Tribunal.

CONSERVATION OF ENERGY ETC.

As required under Section 134(3)(m) read with Companies ( Accounts)Rules 2014 therequirement of furnishing particulars of energy conservation technology absorption etc.is not applicable to the Company. Further particulars of foreign exchange earnings andoutgo are as under:

I. Foreign Exchange Earned : Nil
II. Foreign Exchange Outgo : INR 3541 Lakhs

DIRECTORS' RESPONSIBILITY STATEMENT Refer Sec 134(3)(C)read with Sec 134(5)

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the

Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts for the year ended March 2020 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at March 31 2020 and of the profit andloss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between the Directors' Report and the Management Discussion andAnalysis we present below a composite summary of performance of the various businessesand functions of the Company.

CORPORATE GOVERNANCE

We would like to inform you that pursuant to Regulation 15(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Regulation 27(2) i.e Filingof Corporate Governance Report is not applicable to our Company (Chamak holdings Limited)as the Paid up Share capital is less than Rs. 10 Crores and Net Worth is less than Rs. 25Crores as on the last day of previous financial year

i.e 31st March 2020. But in the view of good corporate governance ourcompany is following corporate governance principles as a good citizen of country and forethical standards. Report of Corporate Governance attached in Annexure.

RISK & CONCERNS

In the course of its business the Company is exposed to a series of risks that couldaffect its performance and the achievement of its strategic and financial goals. Afteradoption of the risk management policy and processes it enable the Company to proactivelymanage uncertainty and changes in the internal and external environment to limit negativeimpacts and capitalize on opportunities. It will help in business growth with financialstability.

CAUTIONARY STATEMENT

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute 'forward looking statements' within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.

CORONAVIRUS (COVID-19) IMPACT & PRECAUTIONARY MEASURES TAKEN

The outbreak of COVID-19 globally and in India has caused significant disturbances andslow-down of Economic activity. The Group's operations have also been impacted in themonths of March 2020.

Our company has actively taken the precautionary Measures by our MD had already issueda letter to employee and work from Home only already started from 21st March 2020 whichthese following Precaution and safety measures:

To ensure our safety and health and to maintain the same level of service to ourcustomers and vendors. We reiterate that the main purpose is to isolate ourselves from thegeneral community at large as much as possible to protect ourselves at home and stopcommunity transfer thus breaking the chain.

However in the coming days partially work from home and work in office was startedtherefore following policy will be followed for work from Home and work in office:

Sick leave arrangements:

1. If you have cold symptoms such as cough/sneezing/fever or feel poorly requestsick leave or work from home.

2. If you have a positive COVID-19 diagnosis you can return to the office only afteryou've fully recovered with a doctor's note confirming your recovery.

Work from home requests:

1. If you are feeling ill but you are able to work you can request to work from home.

2. If you have recently returned from areas with a high number of COVID-19 cases (basedon CDC announcements) we'll ask you to work from home for 14 calendar days and return tothe office only if you are fully asymptomatic. You will also be asked not to come intophysical contact with any colleagues during this time.

3. If you've been in close contact with someone infected by COVID-19 with high chancesof being infected yourself request work from home. You will also be asked not to comeinto physical contact with any colleagues during this time.

4. If you're a parent and you have to stay at home with your children request workfrom home. Follow up with your manager or departmental leader to make arrangements and setexpectations.

5. If you need to provide care to a family member infected by COVID-19 request workfrom home. You'll only be permitted to return to the office 14 calendar days after yourfamily member has fully recovered provided that you're asymptomatic or you have adoctor's note confirming you don't have the virus. You will also be asked not to come intophysical contact with any colleagues during this time.

Traveling/commuting measures:

1. All work trips and events - both domestic and international - will becancelled/postponed until further notice.

2. In-person meetings should be done virtually where possible especially withnon-company parties..

3. If you normally commute to the office by public transportation and do not have otheralternatives you can request to work from home as a precaution.

General hygiene rules:

1. Wash your hands after using the toilet before eating and if you cough/sneeze intoyour hands (follow the 20-second hand-washing rule). You can also use the sanitizersyou'll find around the office.

2. Cough/sneeze into your sleeve preferably into your elbow. If you use a tissuediscard it properly and clean/sanitize your hands immediately.

3. Open the windows regularly to ensure open ventilation.

4. Avoid touching your face particularly eyes nose and mouth with your hands toprevent from getting infected.

5. If you find yourself coughing/sneezing on a regular basis avoid close physicalcontact with your coworkers and take extra precautionary measures (such as requesting sickleave).

ACKNOWLEDGEMENTS

Your Directors wish to place on record and acknowledge their appreciation for thesincere support received from the Government of India various state governments theBanks/financial institutions and the esteemed Shareholders of the Company. The Directorsalso commend the continuing commitment and dedication of the employees at all levelswhich has been critical for the Company's success. The Directors look forward to theircontinued support in future.

Date: 30/07/2020
Place: New Delhi
Anubhav Kathuria Subhash Chander Kathuria
Managing Director Director
DIN: 01198916 DIN: 00125337