MANAGEMENT DISCUSSION AND ANALYSIS
Chamak Holdings Limited
Your Board of Directors are pleased to present 33rd Annual Report of thecompany and Brief on the business and operations of the Company and the accounts for theFinancial Year ended March 31 2017 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.
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.
On the economic front India seems to be witnessing a slow pick-up in growth. The realproblem lies for India is that too much long term money is really not coming from theForeign Investors and Domestic investors are also not pumping money into the market at theexpected rate. The positive reforms taken by the Government is encouraging for theCorporates in the near future. The reduction of crude oil prices as well as lower foodprices have contributed to a fall in consumer price inflation. The current accountdeficit has also improved than what it was earlier. The Reserve Bank of India (RBI) hascut policy rates several times in 2015-16 and eased liquidity. Despite these positivedevelopments FY2015- 16 was difficult for the banking and financial services sector. Lowcredit growth plus high non-performing assets (NPAs) have resulted in banks beingreluctant to pass on the benefits of the eased liquidity and rate cuts. Under suchcircumstances Chamak has shown the sign of growth as compared to last year.
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
The Company's financial performance is given hereunder.
(Rs. in Lacs)
|Particulars ||Financial Year ended 31.03.2017 ||Financial Year ended 31.03.2016 |
|Sales & other income ||2489.69 ||100.03 |
|Profit before tax ||27.07 ||(20.82) |
|Less Provision of Tax ||8.38 ||1.61 |
|Profit after tax ||1.86 ||(22.43) |
|Appropriations: || || |
|Equity Dividend || || |
|(i) Interim ||0 ||0 |
|(ii) Final ||0 ||0 |
|Corporate Tax on Dividend || || |
|(i) Interim ||0 ||0 |
|(ii) Final ||0 ||0 |
Description of Financial performance of the company with Comparison of last yearperformance.
REVIEW OF OPERATIONS
The Turnover from the Operations of the Company during the Financial Year ended 31stMarch 2017 amounted to Rs. 248969030 as compared to Rs.10003668 during theprevious year ended 31st March 2016. The Turnover of the Company has Increasedby 2388.77% from the previous year.
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.
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.
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. D Maharathi and Associates Company Secretaries inPractice for a term of 1(One) year for the Financial Year 2016-17 to conduct the audit ofSecretarial and related records of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2017 is provided in Annexure-1 to this Boards' Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremarks.
II. STATUTORY AUDITOR'S AND THEIR REPORT
M/s B. Bhushan & Co. Statutory Auditor of the company have been as StatutoryAuditors of the Company to hold office from the conclusion of 31st AnnualGeneral Meeting until the conclusion of 36th Annual General Meeting subject toratification of the appointment by the members at the respective Annual General Meeting.Accordingly being eligible matter relating to the appointment of the Auditors will beplaced for ratification by members at the forthcoming Annual General Meeting. The Auditorreport as prepared by M/s B. Bhushan & Co. which is self explanatory hence no furthercomments required.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 (Attached as Annexure -2) shallform part of the Board's report.
Sh. Subhash Chander Kathuria retires by rotation and being eligible offers himself forreappointment at the ensuing Annual General Meeting.
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 the CompanySecretary at the Registered office of the Company. The said information is available forinspection 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.
During the year the Company approached Brickwork Ratings India Pvt. Ltd. For Bankcredit facility of your company.
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 has not initiated any proceeding during the last year hence no any orderin favor of or against the company has been passed by any Court or Tribunal
CONSERVATION OF ENERGY ETC.
As requited 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 : ||Nil |
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 the applicable accounting standards hadbeen followed along with proper explanation relating to 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 the end of the financial year and ofthe profit and loss 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.
GOODS & SERVICE TAX
Goods and Service tax Goods and Services Tax (GST) is a landmark reform which will havea lasting impact on the economy and on businesses. Implementation of a well-designed GSTmodel that applies to the widest possible base at a low rate can provide significantgrowth stimulus to the business and contribute to the Prime Minister's mission of 'Make inIndia'. Your Company has been preparing for migrating to GST for the past year; changesacross IT systems Supply Chain and operations have been made keeping in mind the sweepingchanges that GST would bring in. While there are a few areas that need to be addressedthe Government has announced an intention to go live on GST on 1st July 2017 and yourCompany will be ready for this transformative reform.
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 2017. Butin the view of good corporate governance our company is following corporate governanceprinciples as a good citizen of country and for ethical standards. Report of CorporateGovernance attached.
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.
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.
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: 30/05/2017 Place: New Delhi
|Anubhav Kathuria ||Subhash Chander Kathuria |
|Managing Director ||Director |
|DIN: 01198916 ||DIN: 00125337 |
|R/o: 3 Poorvi Marg Vasant Vihar ||R/o: 3 Poorvi Marg Vasant Vihar |
|New Delhi-110057 ||New Delhi-110057 |