Chaman Lal Setia Exports Ltd.
P.O Central Jail
Your Director's have pleasure in presenting before you the 27th AnnualReport on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended 31.03.2021.
1. Overview of financial performance and business operations
The financial and operating highlights for the year under review compared with theprevious Financial years are given below:-
The Company's financial performance for the year ended March 31st 2021 issummarized below:
| || ||(Rs. in Lacs except as stated) |
|Particulars ||FY 2020-2021 ||FY 2019-2020 |
|Revenue From Operations ||85149.42 ||79769.34 |
|Other Income ||330.68 ||267.02 |
|Total Income ||85480.10 ||80036.36 |
|Profit before Interest & Depreciation ||12121.03 ||8072.35 |
|Interest ||646.00 ||572.75 |
|Provision For Depreciation ||509.19 ||487.15 |
|Profit before Tax ||10965.84 ||7012.45 |
|Less Provisions for taxation ||2765.24 ||1765.00 |
|Profit after taxation ||8200.60 ||5247.45 |
|Other Comprehensive Income ||0.00 ||0 |
|Total Comprehensive Income ||8200.60 ||5247.45 |
|Transfer to General Reserve ||820.06 ||524.74 |
|Current Assets ||46591.66 ||37664.58 |
|Current Liabilities ||11058.56 ||10152.72 |
|Working Capital ||35533.10 ||27511.86 |
|Capital Employed ||40856.51 ||32234.47 |
|EPS (Rs.) ||15.86 ||10.15 |
|Book Value (Rs.) ||67.57 ||52.82 |
2. IND-AS APPLICABILITY:-
The Company has adopted the Indian Accounting Standard (IND AS') w.e.f.01.04.2017. These financial statements have been prepared in accordance with therecognition and measurement principles stated therein and as prescribed under section 133of the Companies Act 2013 read with relevant rules issued thereunder and the otheraccounting principles generally accepted in India.
3. REVIEW OF OPERATIONS:-
For the year ended 31st March 2021 the Company's revenue from operationswas Rs. 85149.42 lakhs as against Rs. 79769.34 lakhs during the corresponding period ofprevious financial year. Further Profit Before Tax was Rs. 10965.84 lakhs as against Rs.7012.45 lakhs for the same period during the previous year.
4. HIGHLIGHTS OF PERFORMANCE:
During the year under review the Company has registered a sale of Rs. 84572.84 Lacsagainst previous year sales of Rs.78043.51 lacs.
The Company continues to strengthen its exports during the year 2020-2021. Exportsduring the year increased to Rs. 77069.07 lakhs from Rs 70030.87 lakhs in financial year2019-20.
6. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:-
Your Company has no subsidiary or Associate Company and during the year also no entityhave became or ceased to be the subsidiary joint venture or Associate Company.
7. TRANSFER TO RESERVES
The Company has transferred an amount of Rs. 820.06 Lakhs to General reserves duringthe Financial year.
The Company's overall performance during the year under review was satisfactory. Basedon the performance the Board of Directors of Company have recommended final dividend ofRs. 0.56 per equity share of Rs. 2/- each (i.e. 28%) for the financial year ended March 31st2021 in their Board Meeting held on 31st May 2021. The dividend payment issubject to approval of shareholders in the ensuing Annual General Meeting.
9. TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION & PROTECTION FUND
During the year pursuant to the provisions of Section 124 and Section 125 of theCompanies Act2013 and read with Rule 6 of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (as amended from time totime) (IEPF Rules) dividend amounting Rs. 238558/- was lying unpaid/unclaimed with theCompany for a period of seven years after Declaration of Dividend for the financial yearended 2012-2013 was transferred to the Investor Education and Protection Fund .TheUnpaid/Unclaimed amount for the Financial Year 2013-14 will be transferred during November2021. Shareholders are therefore advised to contact the Company immediately in case ofnon-receipt or non encashment of Dividend.
Pursuant to the provisions of Section 124(6) of the Companies Act 2013 read with Rule6 of the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 as amended from time to time (IEPF Rules) the Company has transferred15500/- Equity Shares which belongs to total 14 shareholders of the Company whose dividendwas not been paid or claimed seven consecutive years or more into the Demat Account of theIEPF Authority i.e. Investor Education and Protection Fund Authority Ministry of CorporateAffairs held with NSDL (DPID/Client ID IN30078/10656671).
Before transferring the above mentioned shares the Company has sent out individualcommunication to the concerned shareholders whose shares were liable to be transferred toIEPF Authorities to take immediate action in the matter and list of such shareholders wasalso placed on the website of the Company. Further Company also published a Notice in thenewspapers informing the Members who had not claimed their shares for a period of 7 yearsto claim the same from the Company. Concern shareholders may still claim the shares orapply for refund to the IEPF Authority by making an application in the prescribed form.The voting rights on shares transferred to the IEPF Authority shall remain frozen untilthe rightful owner claims the shares. The shares held in such Demat account shall not betransferred or dealt with in any manner whatsoever except for the purposes of transferringthe shares back to the claimant as and when he approaches the Authority. All benefitsaccruing on such shares e.g. bonus shares split Consolidation fraction shares etc.shall also be credited to such Demat Account.
Mrs. Kanika Nevtia Company Secretary cum compliance officer of Company has beenappointed as nodal officer of Company and an investor can contact email@example.com.
Details of unclaimed dividend and year of transfer: -
|Year of declaration ||Balance as on 31.03.2021 (in lakhs) ||Due date of transfer to IEPF |
|2014 ||4.49 ||04.11.2021 |
|2015 ||2.23 ||04.11.2022 |
|2016 ||2.45 ||18.04.2023 |
|2017 ||4.29 ||03.11.2024 |
|2018 ||1.86 ||04.11.2025 |
|2019 ||2.16 ||03.11.2026 |
|2020 ||2.36 ||03.11.2027 |
Note: Some of the year end balances of unclaimed dividend as above has increased due tocancellation of drafts by bank being returned unpaid
10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WE REAPPOINTEDOR HAVE RESIGNED DURING THE YEAR AND TILL THE DATE OF THIS REPORT:-
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Sukarn Setia(DIN:-01133561) and Mr. Sankesh Setia (DIN:-06620109) whole time Director of Company areliable to retire by rotation at ensuing Annual General Meeting and being eligible forre-appointment in accordance with provisions of the Companies Act 2013.
As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations ) and SS-2 issued by ICSIthe brief resume of the Directors proposed to be appointed/ re-appointed is given in thenotice convening the 27th Annual General Meeting.
Mr. Chaman Lal Setia Chairman and Managing Director of the Company resigned from theBoard w.e.f 28.08.2020 due to health issue and age factor.
The Board of Directors of the Company at its meeting held on 28.08.2020 re-designatedMr. Vijay Kumar Setia (Din:01125966) Executive Director of Company as Chairman andManaging Director of Company and Mr. Rajeev Setia Executive Director and CFO of theCompany as Joint Managing Director and CFO of the Company for a period of five years w.e.f28.08.2020 to 27.08.2025 and their appointment has been approved by shareholders in 26thAnnual General Meeting of Company.
Further the Board of Directors of Company pursuant to the recommendation of Nominationand Remuneration Committee at their meeting held on 28.08.2020 appointed Mrs. Pooja Kukaras an additional Director of Company w.e.f 28.08.2020 under the category of IndependentNon-Executive taking into consideration her integrity expertise and experience for aperiod of 5 (Five) consecutive years from 28th August 2020 to 27thAugust 2025 and her appointment had been regularised in 26th Annual GeneralMeeting of Company and shareholders of Company has given their approval for the same.
Further Mr. Inder Dev (Din :-01193209) an Independent Director and Chairman of AuditCommittee has given his resignation from the post of Directorship and consequent cessationas the Chairmanship of Audit Committee w.e.f 28.08.2020 due to pre- occupation and healthissues and he further confirmed that there being no other material reason other thanmentioned by him for his resignation as an Independent Director.
Further Mr. Naresh Kumar Suneja (Din:-01383235) an Independent Director and member ofAudit Committee and Nomination and Remuneration Committee has given his resignation fromthe post of Directorship and consequent cessation as the member of Audit Committee andNomination and Remuneration Committee w.e.f 05.02.2021 due to pre- occupation and healthissues and he further confirmed that there being no other material reason other thanmentioned by him for his resignation as an Independent Director.
11. DECLARATION BY INDEPENDENT DIRECTORS
In pursuance of sub-section (7) of Section 149 of the Companies Act 2013 all theIndependent Directors on the Board have furnished the declaration that they meet thecriteria of independence as provided in Section 149(6) of theV Companies Act 2013 readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and pursuantto Regulation 25 of the said Regulations that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence..
12. KEY MANAGERIAL PERSONNEL
As required under section 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re- enactment (s) for the time being in force) the Companyhas noted that Mr. Vijay Kumar Setia re-designated as Chairman & Managing Director ofCompany and Mr. Rajeev Setia re-designated as Joint Managing Director & CFO w.e.f28.08.2020 and Mrs. Kanika Nevtia Company Secretary are the Key Managerial Personnel ofthe Company..
13. AUDIT COMMITTEE
The Company has an Audit Committee in place constituted as per the provisions ofSection 177 of the Companies Act 2013 read with Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 information about compositionof Audit Committee and other details are given in Corporate Governance Report formingpart of this Annual Report. During the year the Board accepted the recommendations ofAudit Committee whenever made by the Committee during the year. Due to the resignation ofMr. Inder Dev Kukar an Independent Director and Chairman of Audit Committee w.e.f28.08.2020 Audit Committee has been reconstituted and Mrs. Pooja Kukar has been appointedas Chairman of Audit Committee. Further Mr. Naresh Kumar Suneja has given his resignationfrom the post of Directorship and consequent cessation as the Membership of AuditCommittee and Nomination and Remuneration Committee w.e.f 05.02.2021 currently the AuditCommittee is comprising of Mrs. Pooja Kukar (w.e.f 28.08.2020) as Chairman Mr. RaghavPeshawaria and Mr. Vijay Kumar Jhamb as members.
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial year 2020-2021 the Board of Directors duly met 6 times on30.06.2020 06.08.2020 28.08.2020 05.11.2020 05.02.2021 and 31.03.2021. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the requirements of Schedule IV to the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a separate Meetingof the Independent Directors of the Company was also held on 26.03.2021 without thepresence of Non-Independent Directors and Members of the management and full details ofsuch meeting is given in Corporate Goverence Report forming part of this report.
For details thereof kindly refer to the section Board Meeting and Procedures -Details of Board Meetings held and attended by the Directors during the financial year2020- 21' in the Report on Corporate Governance forming part of this Annual Report.
15. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and rules made thereunder andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including anyamendment thereunder from time to time) the Boardon recommendation of the Nomination andRemuneration Committee has carried out an annual performance evaluation of its ownperformance Committees of the Board and individual Directors. The framework is monitoredreviewed and updated by the Board in consultation with the Nomination and RemunerationCommittee based on need and new compliance requirements.The annual performance evaluationof the Board its Committees and each Director has been carried out for the financial year2020-21 in accordance with the frame work and details for the same has been provided inthe Corporate Governance Report which is a part of this Annual Report.
16. DIRECTOR'S RESPONSIBILITY
As stipulated under the provisions contained in Section 134(3)(c) read with Section134(5) of the Companies Act 2013 with respect to the Directors' ResponsibilityStatement the Directors hereby confirm that :
(a) in the preparation of the Annual Accounts for the year ended 31st March2021 the applicable Indian Accounting Standards (Ind AS) have been followed along withproper explanation being provided relating to material departure if any;
(b) the Directors have selected appropriated 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 attheend of the financialyear March 31st 2021 and of the profit of the company for the Financial yearended March 31st 2021;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) that the Annual Financial Statement for the year ended on March 31st2021 have been prepared on a going concern basis;
(e) the Directors have laid down internal financial controls in the company that areadequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and are operating effectively.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
The Management Discussion and Analysis Report for the year under review givingdetailed analysis of Company's operationsasstipulated under Regulation 34 of SEBI[Listing Obligations and Disclosure Requirements] Regulations 2015 is presented in aseparate section which forms a part of this Annual Report.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGOING:-
Statement giving the particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and out goas required under Section134 (3) (m)of Companies Act 2013 read with Rules framed the reunder is given in the Annexure -Awhich forms part of thisreport.
19. GENERAL SHAREHOLDER INFORMATION
General Share holder information is given in item no.10 of the Report on CorporateGovernance forming part of the Annual Report.
20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OFEMPLOYEES
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy of your Company formulated in accordance with Section 178 of theCompanies Act 2013 read with Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (including any statutory modification (s) or reenactmentfor time being in force) . The salient aspects covered in the Nomination and Remunerationpolicy have been outlined in the Corporate Governance Report which forms part of thisreport. The full policy is available at on the website of the Company at weblinkwww.maharanirice.in.
The statement containing the details required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended by Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 is attached as AnnexureB' which forms part of this Report.
21. EXTRACT OF ANNUAL RETURN:-
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of theCompanies Act 2013 and Companies (Management and Administration) Rules 2014 A copy ofthe Extracts of the Annual return of the Company in Form MGT-9 is attached asAnnexure C' and forming part of this report.
Further a copy of the Annual Return of the Company containing the particulars asprescribed u/s 92 of the Companies Act 2013 in Form MGT-7 is available on the Company'swebsite www.maharanirice.in. under the link Investor Relations.
22. STATUTORY AUDITOR AND THEIR REPORT:-
M/s. R Chopra & Associates Chartered Accountants (FRN: 022992N) were appointed asStatutory Auditors of the Company in the 23rd AGM (held on 28thSeptember 2017) to hold office for a period of 5 years until the conclusion of the 28thAGM subject to ratification at every Annual General Meeting.
However in accordance with the Companies Amendment Act 2017 enforced on 07th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditor is notrequired to be ratified at every Annual General Meeting. Therefore they will continue asStatutory Auditor for next financial year.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor's Report areself-explanatory.
23. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Company had appointed M/s. Sunil Dhawan & Associates PracticingCompany Secretary as Secretarial Auditors of the Company for the year 2020-2021 to conductsecretarial audit and to ensure compliance by the Company with various Acts applicable tothe Company. The report of the Secretarial Auditor for the financial year 2020-21 isenclosed as Annexure D to this report.
Annual Secretarial Compliance Report
Annual Secretarial Compliance Report for the financial year ended 31stMarch 2021 on compliance of all applicable SEBI Regulations and circulars/ guidelinesissued thereunder was obtained from M/s Sunil Dhawan & Associates SecretarialAuditors and submitted to the stock exchange as well.
24. CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements under the CompaniesAct2013 and as stipulated under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations2015. A separate estatement ondetailed report on Corporate Governance along with a certificate from a PracticingChartered Accountant confirming compliance with the conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Annual Report.
25. CORPORATE SOCIAL RESPONSIBILITY(CSR)
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company have constituted a CSR Committee. Mr. Arun Kumar Verma is anindependent Director and Chairman of CSR Committee and Mr. Rajeev Setia and Mr. VijayKumar Setia are the other members of CSR Committee. The Board has also approved a CSRpolicy on the recommendations of the CSR Committee which is available on the website ofthe Company at www.maharanirice.in. full details of CSR has been given under Annexure-Eforming part of this Report.
26. RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process has been established by theCompany. The objective of the mechanism is to minimize the impact of risks identified andtaking advance actions to mitigate them. A detailed exercise is being carried out toidentify evaluate monitor and manage risks. The Board periodically reviews the risks andsuggests steps to be taken to control and mitigate the same through a properly definedframework. Discussion on risks and concerns are covered in the Management Discussion andAnalysis Report.
27. CREDIT RATING
Following are the details of Credit Rating
|Facilitie ||Amount (Rs. Crore) ||Rating |
|Long-Term Rating ||Rs. 125 crore(Enhanced from Rs. 95 Crore) ||CRISIL A-/Positive (Outlook revised from Stable' ; Rating Reaffirmed) |
28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:-
During the year under review no such complaint or grievance occurred under the Actnamed The Sexual Harassment of Women at Work place (Prevention Prohibition and Redressal)Act 2013
29. DISCLOSURE ON DEPOSITS FROM PUBLIC
During the year under review the Company has not accepted any deposits from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the rules framedthere under.
30. DEMATERIALISATION OF SHARES
The Company has established connectivity with both Depositories viz.National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) where bythe Shareholders have an option to dematerialize their shares with either of thedepositories. In view of the numerous advantages offered by the Depository system membersholding Shares in physical mode are requested to avail of the dematerialization facilitywith either of the Depositories. As on 31.03.2021 about 99.11% of the Company's EquityShares has been held in dematerialized form.
The Company has appointed M/s. Beetal Financial & Computer Services PrivateLimited SEBI registered RTA Agent as its Registrar and Share Transfer Agent of theCompany.
31. SHARE CAPITAL OF THE COMPANY:-
The Paid-up equity share capital of the Company as on March 31st 2021 wasRs.1034.67 lakhs.There has been no change in the Equity Share Capital of the Companyduring the year. The Company has no other type of securities except equity shares formingpart of paid-up capital.
The Company's shares are listed and actively traded on the below mentioned StockExchanges:- Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE)Phiroze Jeejeebhoy Towers Dalal Street Mumbai -400001 and "Exchange Plaza"Plot No. C/1 G Block Mumbai-400051
32. PARTICULARS OF LOAN(S) GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THECOMPANIES ACT 2013:-
During the financial year ended March 31st 2021 the Company has neithermade any investment(s) nor given any loan or guarantee(s) or provided any security withinthe meaning of the provisions of section 186 of the Companies Act2013.
33. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES UNDERSECTION 188(1) OF COMPANIES ACT2013
All Contracts/arrangements/transactions entered by the Company during the financialyear 2020-2021 with related parties were on an arm's length basis and were in the ordinarycourse of business and in accordance with the provisions of the Companies Act 2013 readwith Rules issued thereunder and the SEBI Listing Regulations. During the year the Companyhad not entered into any contracts/ arrangements/transactions with related parties whichcould be considered as material under the Companies Act 2013 and rules made thereunderand under SEBI Listing Regulations.
Prior omnibus approval of the Audit Committee has been obtained on for transactionswith related parties which are of a foreseeable and repetitive nature. Further the AuditCommittee of Company has considered approved and recommended to Board for Omnibusapproval and criteria for Omnibus Approval for entering into transactions with RelatedParties for the financial year 2020-21 which was further approved by the Board.
The transactions entered into pursuant to the omnibus approval so granted and astatement giving details of all transactions with related parties are placed before theAudit Committee for their review on a periodic basis.
The details of the related party transactions as per Indian Accounting Standard Ind AS24 are set out in Note 12(ii)(a) of the significant accounting policies and notes toFinancial Statements forming part of this Annual Report. Further Form No. AOC-2 isattached as Annexure-F' which forms part of this report.
The Company has also adopted a Related Party Transactions Policy. and the same is alsoavailable on the Company's website at the weblink: www.maharanirice.in
34. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted Whistle Blower Policy/Vigil Mechanism to provide a formalmechanism for the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of Company's Code of Conduct andmismanagement if any. The implementation and details of the Whistle Blower Policy hasbeen mentioned in the Report of Corporate Governance and also uploaded on Company'swebsite i.e.www.maharanirice.in.
35. INDUSTRIAL RELATION
The Industrial relations in all the units and branches of your Company remained cordialthroughout the year and have resulted in sustained growth of the company.
36. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:-
There has been no material changes and commitment affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatement relates and till the date of this report.
37. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing fee for the year 2021-2022 toBSE where the Company's Shares are listed and further w.e.f 12.05.2021 shares of Companyhas been listed on NSE also and all applicable listing fees has been paid.
38. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted requisite procedures forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures. During the year under review no materialor serious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
The Internal Auditor of the Company checks and verifies the internal control andmonitor them from time to time as and when required.The Company continues to ensure properand adequate systems and procedures commensurate with the size scale and nature of itsbusiness.
39. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of directors in their Board Meeting held on 29.05.2015 approved Chaman LalSetia Exports Ltd. Code of Conduct i.e. Code for Internal Procedures & Practices andConduct For Regulating Monitoring and Reporting of Trading by Insiders of Chaman LalSetia Exports Limited in accordance with the requirements of SEBI (Prohibition of insidertrading) Regulation 2015 and further Board of Directors in their Board Meeting dated13.02.2017 amended aforesaid Code of Conduct in terms of SEBI (Prohibition of InsiderTrading) Regulations 2015 and same was in timated to BSE also and full copy of amendedcode of conduct has been uploaded at the website of the Company i.e.www.maharanirice.in.The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors Promoters and designated employees of theCompany.
Further in Compliance with the SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 Board of Directors in their Board Meeting held on 30.03.2019 haveapproved the revised "Code of Conduct i.e. Code of Internal Procedures &Practices for fair disclosure of Unpublished Price Sensitive Information and Conduct forRegulating Monitoring and Reporting of trading by insiders and said revised code whichbecame effective from 01.04.2019 and the said code is available on website of Company i.e.www.maharanirice.in
40. FUTURE EXPANSION
The Future expansion endeavor of the Company is always a going on process specially inthe field of Quality improvement and development of new product with lower cost and energysavings The Management of the company understands that it has to improve upon to face theever-changing circumstances and evolvements globally.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS INFUTURE:-
The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.
42. REPORTING OF FRAUDS
There have been no material instances of fraud reported by the Auditors under section143 (12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.
43. CHANGE IN NATURE OF BUSINESS IF ANY;-
There is no change in the nature of Business of Company during the financial year2020-21.
44. DIVERSITY OF THE BOARD:-
The Company believes that diversity is important to the work culture at anyorganisation. In particular a diverse Boardamong others will enhance the quality ofdecisions by utilizing different skills qualifications and professional experience forachieving sustainable and balances development.
45. COMPLIANCES WITH SECRETARIAL STANDARDS
During the year the Company is incompliance with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India (ICSI) and approved by the CentralGovernment.
46. IMPACT OF COVID -19 PANDEMIC
The Company is engaged into the business of manufacturing and selling of rice and henceforth falls under essential services category. Due to the lock-downs and consequentguidelines issued by the Govt from time to time related to the COVID-19 pandemicsituation the State Governments has granted permission to the Company to continue itsbusiness with SOPs. Keeping the overall situation in mind the management assess that thecompany is very well equipped with the supply chain as it possess before the outbreak ofCovid 19 pandemic and has ample stock of Inventory to support the demand of rice both inhome as well as abroad markets . The Company has set up risk elimination policies for thehealth and wellness of its employees and plant has been operating with all and necessarySOPs issued by Authorities concerned based on the management's assessment of the impact ofoutbreak of pandemic on company's operations financial performance and position as at andfor the year ended March 2021 it has been concluded that there is no impact which isrequired to be recognized in these financial statements. Hence no need of any adjustmentto these financials. Further Keeping in view the overall performance of the company itsincreasing strength in market both in India and Overseas it is to be concluded that thereis no impact on the ability of the company to continue as Going Concern.
47. CASH FLOW STATEMENT
The Cash Flow Statement for the financial year ended 31st March 2021prepared in accordance with Ind AS 7 Statement of Cash Flows' is attached andforming part of the financial statements of the Company.
48. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Regulation 25 (7) of the SEBI Listing Regulations the Company familiarizesits Directors about their role and responsibilities at the time of their appointmentthrough a formal letter of appointment. All efforts are made to keep Independent Directorsaware. The familiarization of Independent Directors may be accessed on the Company websiteat the linkhttp://www.maharanirice.in
49. ENVIRONMENT HEALTH AND SAFETY:-
The Company continues to focus on Employee well-being developing safe and efficientproducts and minimizing the environmental impact of our operations on society. Company isconducting its operations in such a manner so as to ensure safety of all concernedcompliances of environmental regulations and preservation of natural resources.
For safety and protection of Employees the Company has formulated and implemented apolicy on preservation of Sexual Harassment at the Workplace with a mechanism of lodgingcomplaints.
50. SEGMENT REPORTING
The Company at present is engaged in the business of a single primary reportablebusiness segment i.e. business of manufacturing trading and marketing of the rice only.
51. NSE LISTING
The Company has received listing approval from National Stock Exchange Limited on10.05.2021 and trading in shares of Company on NSE has been commenced w.e.f 12.05.2021under symbol CLSEL and Series EQ.
Your Directors would also like to extend their gratitude for the co-operation receivedfrom financial institutions the Government of India and regulatory authorities and thegovernments of the countries we have operations in. The Board places on record itsappreciation for the continued co-operation and support extended to the Company by itscustomers which enables the Company to make every effort in understanding their uniqueneeds and deliver maximum customer satisfaction. We place on record our appreciation ofthe contribution made by the employees at all levels whose hard work co-operation andsupport helped us face all challenges and deliver results. We acknowledge the support ofour Members of Company vendors the regulators the esteemed league of bankers financialinstitutions rating agencies government agencies Stock Exchanges depositoriesauditors consultants business associates and other stakeholders.
| ||For and on behalf of the Board of Directors |
|Place :Amritsar ||sd/- |
|Date: 28.08.2021 ||Vijay Kumar Setia |
| ||Chairman & Managing Director |
| ||Din :- 01125966 |