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Chamanlal Setia Exports Ltd.

BSE: 530307 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE419D01026
BSE 12:44 | 02 Jul 63.55 5.75
(9.95%)
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63.55

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63.55

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NSE 05:30 | 01 Jan Chamanlal Setia Exports Ltd
OPEN 63.55
PREVIOUS CLOSE 57.80
VOLUME 85218
52-Week high 67.00
52-Week low 24.35
P/E 6.27
Mkt Cap.(Rs cr) 329
Buy Price 63.55
Buy Qty 133146.00
Sell Price 57.80
Sell Qty 50.00
OPEN 63.55
CLOSE 57.80
VOLUME 85218
52-Week high 67.00
52-Week low 24.35
P/E 6.27
Mkt Cap.(Rs cr) 329
Buy Price 63.55
Buy Qty 133146.00
Sell Price 57.80
Sell Qty 50.00

Chamanlal Setia Exports Ltd. (CHAMANLALSETIA) - Director Report

Company director report

To

The Members

Chaman Lal Setia Exports Ltd.

Your Directors have pleasure in presenting before you the 25TH Annual Report on thebusiness and operations of the

Company together with the Audited Financial Statements for the financial year ended31.03.

1. Overview of financial performance and business operations

The financial and operating highlights for the year under review given below:-

The Company's financial performance for the year ended March 31 2019 is summarisedbelow

Particulars Amount (in Lacs) Amount (in Lacs)
FY 2018-2019 FY 2017-2018
Revenue From Operations 76499.24 74656.26
Other Income 222.03 174.80
Total Income 76721.27 74831.06
Profit before Interest & Depreciation 6390.61 7010.79
Interest 661.67 600.25
Provision For Depreciation 440.35 405.19
Profit before Tax 5288.59 6005.35
Less Provisions for taxation 1848.00 1840.09
Profit after taxation 3440.59 4165.26
Other Comprehensive Income 0 0
Total Comprehensive Income 3440.59 4165.26
Transfer to General Reserve 344.05 416.53
Current Assets 35565.22 30279.27
Current Liabilities 11497.52 10203.31
Working Capital 24067.80 20075.96
Capital Employed 27087.04 23037.93
EPS 6.65 8.05
Book Value 43.60 37.53

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 2019 the Company's revenue from operations was 76499.24lakhs as against

74656.26 lakhs during the corresponding period of previous financial year. FurtherProfit Before Tax 5288.59 as against 6005.35 lakhs for the same period during the previousyear. Profit declined a little bit due to loss in foreign currency realisation in the caseof export.

4. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company has registered a sale of Rs 76975.86. Lakhsagainst previous year sales of Rs.73907.47lakhs.

5. EXPORTS

The Company continues to strengthen its exports during the year 2018-2019. Exportsduring the year increased to Rs. 68442.24 lakhs from Rs 65076.83. lakhs in financial year2017-18

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 Companyhave became or ceased to be the subsidiary joint venture or Associate Company.

7. TRANSFER TO RESERVES

The Company has transferred an amount of Rs.344.05 Lakhs to General reserves during theFinancial year.

8. DIVIDEND

The Board of Directors of Company have recommended final dividend of Rs. 0.48 perequity share of Rs. 2/- each (i.e. 24%) for the financial year ended March 31 2019 intheir Capital of Company. The dividend payment is subject to approval of shareholders inthe ensuing Annual General Meeting .

9. TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION & PROTECTIONFUND

During the year pursuant to the provisions of Section 124 and Section 125 of theCompanies Act2013 dividend amounting Rs. 240025/- was lying unpaid/unclaimed with theCompany for a period of seven years after Declaration of

Dividend for the financial year ended 2010-2011 was transferred to the InvestorEducation and Protection Fund .The

Unpaid / Unclaimed amount for the Financial Year 2011-12 will be transferred duringNovember 2019. Shareholders are therefore advised to contact the Company immediately incase of non-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 Transferand Refund) Rules 2016 as amended from time to time (IEPF Rules) the Company hastransferred 14410 Equity Shares which belongs to total 14 shareholders of the Companywhose dividend was not been paid or claimed seven consecutive years or more into the DematAccount of the IEPF Authority held with NSDL (DPID/Client ID IN30078/10656671) Beforetransferring the above mentioned shares the Company has sent out individual communicationto the concerned shareholders whose shares were liable to be transferred to IEPFAuthorities to take immzediate action in the matter and list of such shareholders was alsoplaced 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 or apply for refund to the IEPFAuthority by making an application in the prescribed form. The voting rights on sharestransferred to the IEPF Authority shall remain frozen until the rightful owner claims theshares. The shares held in such Demat account shall not be transferred or dealt with inany manner whatsoever except for the purposes of transferring the shares back to theclaimant as and when he approaches the

Authority. All benefits accruing 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 at clsetia@rediffmail.com.

Details of unclaimed dividend and year of transfer:-

Year of declaration Balance as on 31.03.2019 Due date of transfer to IEPF
(in lakhs)
2012 2.48 04.11.2019
2013 2.24 03.11.2020
2014 3.29 04.11.2021
2015 2.10 04.11.2022
2016 2.50 18.04.2023
2017 2.55 03.11.2024
2018 1.98 04.11.2025

10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTEDOR HAVE RESIGNED DURING THE YEAR AND TILL THE DATE OF THIS REPORT:-

During the year in Board Meeting held on 29.05.2018 Mr. Parmod Kumar has given hisresignation and Company appointed Mr. Arun Kumar Verma as an additional Director ofCompany w.e.f 29.05.2018 and in Annual General Meeting held on 29.09.2018 Companyregularised appointment of Mr. Arun Kumar Verma from additional Director to IndependentDirector.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Ankit Setia(DIN:- 01133822) and Mr. Sankesh Setia (DIN 06620109) wholetime Director of Company isliable to retire by rotation at ensuing Annual General Meeting and being eligible forre-appointment in accordance with provisions of the Companies Act 2013.

Further as first term of three Independent Directors were going to be completed on31.03.2019 therefore Board of

Directors of Company at their meeting held on 30.03.2019 re-appointed Mr. Inder DevKukar Mr. Raghav Peshawaria and Mr. Naresh Kumar Suneja for a further period of 5 yearsw.e.f 01.04.2019 subject to approval of shareholders in ensuing general meeting ofCompany. They have been re-appointed under the category of additional non executiveIndependent Director. Accordingly in this 25th Annual General Meeting of Company theirre-appointment for a period of 5 years w.e.f 01.04.2019 to 31.03.2024 and regularizationfrom additional Director to Independent Director are proposed for shareholder approval.

Further the first term of Mrs. Amar Jyoti Bagga(DIN:- 06958408) an IndependentNon-Executive Director of Company is going to expire in ensuing AGM of Company. The Boardof Directors of Company as per recommendation of Nomination and Remuneration Committee attheir Meeting held on 28.08.2019 has approved her re-appointment as

Independent Non-Executive Director of the Company for a second term of 5 (five)consecutive years w.e.f 29.09.2019 to 28.09.2024 subject to approval of the members byway of special resolution in the ensuing AGM.

Further the first term of Mr. Vijay Kumar Jhamb (DIN:-07021080) an IndependentNon-Executive Director of Company is going to expire on 12.10.2019. The Board of Directorsof Company as per recommendation of Nomination and Remuneration Committee at their Meetingheld on 28.08.2019 has approved his re-appointment as Independent Non-

Executive Director of the Company for a second term of 5 (five) consecutive years w.e.f13.10.2019 to 12.10.2024 subject to approval of the members by way of special resolutionin the ensuing AGM.

Further the existing term of Mr. Chaman Lal Setia (DIN:- 01125789) Managing Directorand Chairman of Company is going to expire on 20.09.2019. Considering the recommendationof Nomination and Remuneration Committee of the Company The Board of Directors of Companyat their Meeting held on 28.08.2019 has approved his re-appointment for further period offive years w.e.f 21.09.2019 to 20.09.2024 subject to approval of the members by way ofspecial resolution inthe ensuing AGM.

Further the existing term of Mr. Sankesh Setia (DIN:- 06620109) Executive Director ofCompany is going to expire on 28.09.2019. Considering the recommendation of Nomination andRemuneration Committee of the Company The Board of Directors of Company at their Meetingheld on 28.08.2019 has recommended his re-appointment for further period of five yearsw.e.f 29.09.2019 to 28.09.2024 subject to approval of the members by way of ordinaryresolution in the ensuing AGM.

The details of the Directors being recommended for re-appointment as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are contained inthe accompanying Notice convening the ensuing Annual General Meeting of the Company.Appropriate Resolution(s) seeking your approval to the re-appointment of Directors arealso included in the Notice. The detailed section on ‘Board of Directors' is given inthe separate section titled ‘Report on Corporate Governance' forming part of thisAnnual Report.

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 the Companies Act 2013 readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 .

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 any statutory modification(s) or re-enactment (s) for the time being in force) the Company has noted that Mr. Chaman LalSetia Managing Director Mr. Rajeev Setia Wholetime Director and Chief Financial Officerand Mrs. Kanika Nevtia Company Secretary are the Key Managerial Personnel of the

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. The Audit Committee iscomprising of Mr. Inder Dev Kukkar as Chairman Mr. Naresh Kumar Suneja and Mr. VijayKumar Jhamb as members.

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial year 2018-2019 the Board of Directors duly met 6 times on29.05.2018 03.08.2018 28.08.2018 14.11.2018 07.02.2019 and 30.03.2019. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Pursuant tothe requirements of Schedule IV to the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate Meeting of theIndependent Directors of the Company was also held on 30.03.2019 without the presence ofNon-Independent Directors and Members of the management and full details of such meetingis given in Corporate Goverence Report forming part of this 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 Board on recommendation of the Nominationand Remuneration 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 performanceevaluation of the Board its Committees and each

Director has been carried out for the financial year 2018-19 in accordance with theframework and details for the same has been provided in the Corporate Governance Reportwhich is a part of this Annual Report.

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 ) a structured questionnaire was prepared aftertaking into consideration the various aspects of the Board's functioning composition ofBoard and its Committees culture execution and performance of specific dutiesobligations and governance.

The performance evaluation of the Independent Director was completed during the yearunder review. The performance evaluation of the Chairman and Executive Directors werecarried out by Non-Executive Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

16. DIRECTOR'S RESPONSIBILITY

As stipulated under the provisions contained in Section 134(3)(c) read with Section134(5) of the Companies Act

2013 the Directorsherebyconfirmthat:

(a) in the preparation of the Annual Accounts for the year ended 31st March 2019 theapplicable Indian Accounting Standards (Ind AS) have been followed along with properexplanation being provided relating to material departure if any; (b) the Directors haveselected appropriated accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year March 31 2019 and of theprofit of the company for the Financial year ended March 31 2019;

(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 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; (d) the Directors have prepared the annual accounts for the year endedMarch 31 2019 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 systemsto ensure compliance with the provisions of all applicable laws and that such systems areadequate 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 operations as stipulated 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 outgo as required under Section 134 (3) (m)of Companies Act 2013 read with Rules 8 of Companies (Accounts ) Rules 2014 is given inthe Annexure –A which forms part of this report.

19. GENERAL SHAREHOLDER INFORMATION

General Shareholder 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 OF EMPLOYEES

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 Disclosure Requirements) Regulations 2015 (including anystatutory modification (s) or re-enactment for time being in force) . The salient aspectscovered in the Nomination and Remuneration policy have been outlined in the CorporateGovernance Report which forms part of this report. The full policy is available at on thewebsite of the Company at weblink www.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 ‘Annexure'B which forms part of this Report.

21. EXTRACT OF ANNUAL RETURN :-

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as ‘Annexure' C 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 28th September 2017) to hold office for a period of 5years until the conclusion of the 28th AGM subject to ratification at every Annual GeneralMeeting.

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 not required to be ratifiedat every Annual General Meeting. Therefore they will continue as Statutory Auditor fornext 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 2018-2019 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 2018-19 isenclosed as

Annexure D to this report.

As per the observation as given by the Secretarial Auditor regarding the CSR Amountnot spent by the company the explanation to the same has been given to the SecretarialAuditors which forms part of the Secretarial Audit Report and the detailed justificationto the same is also being given inAnnexure- E under Annual Report on CSR Activitieswhich forms part of the Directors Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March 2019 oncompliance of all applicable

SEBI Regulations and circulars/ guidelines issued thereunder was obtained from M/sSunil Dhawan & Associates Secretarial Auditors and submitted to the stock exchangetoo and same is also enclosed as Annexure D to this report.

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)

Regulations 2015. A separate statement on detailed report on Corporate Governancealong with a certificate from a Practicing Chartered Accountant confirming compliancewith the conditions of Corporate Governance as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms 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 Vermaindependent Director and Chairman of CSR Committee Mr. Rajeev Setia and Mr. Vijay SetiaExecutive Directors of Company as other members of CSR Committee. The Board has alsoapproved a CSR policy on the recommendations of the CSR Committee which is available onthe website of the Company at www.maharanirice.in. The Report on CSR activities asrequired under Companies (Corporate Social Responsibility) Rules 2014 including a briefoutline of the Company's CSR Policy total amount to be spent under CSR for the financialyear amount unspent and the reason for the unspent amount is set out atAnnexure-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 :-

Facilities Amount (Rs. Crore) Rating Rating Action
Long-Term/Short 100.00 CARE A-; Stable/Care A2+ Reaffirmed
Term facilities (enhanced from Rs. 75 crore) (Single A Minus; Outlook; Stable/A Two Plus
Total 100.00
Facilities (Rs. One Hundred Crore Only)
DUN & BRAD STREET During the year Dun & Bradstreet has given Rating of 5A2 which implies that the Company has a tangible networth of INR 645950000 and above as per latest available audited financial statements. Composite appraisal 2 indicates that the overall status of Company is good.

28. OBLIGATIONOFCOMPANYUNDERTHESEXUALHARASSMENTOFWOMENATWORKPLACE(PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 :-

During the year under review no such complaint or grievance occurred under the Actnamed The Sexual Harassment of Women at Workplace (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 ambit of Section73 of the Companies Act 2013 and the rules framed thereunder.

30. DEMATERIALISATION OF SHARES

The Company has agreements with both National Securities Depository Ltd. and CentralDepository Services (India) Ltd. whereby the Shareholders have an option to dematerialisetheir shares with either of the depositories. As on 31.03.2019 about 98.90% of theCompany's Equity Shares has been held in dematerialized form.

31. SHARE CAPITAL OF THE COMPANY :-

The Paid-up equity share capital of the Company as on March 31 2019 was Rs. 1034.67lakhs. There has been no change in the Equity Share Capital of the Company during theyear. The Company has no other type of securities except equity shares forming part ofpaid-up capital.

The Company's shares are listed and actively traded on the below mentioned StockExchange:-

BSE Limited (BSE)
Phiroze Jeejeebhoy Towers
25th Floor Dalal Street
Mumbai – 400001

32. PARTICULARS OF LOAN GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013 :-

During the financial year ended March 31 2019 the Company has neither made anyinvestment (s) nor given any loan or guarantee(s) or provided any security within themeaning of the provisions of section 186 of the Companies Act 2013.

33. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES UNDERSECTION 188(1) OF COMPANIES ACT 2013

All Contracts/arrangements/transactions entered by the Company during the financialyear 2018-2019 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. The transactionsentered into pursuant to the omnibus approval so granted and a statement giving details ofall transactions with related parties are placed before the Audit Committee for theirreview on a periodic basis.

The details of the related party transactions as per Indian Accounting Standard Ind AS24 are set out in Note 13(ii)a to the Standalone Financial Statements forming part of thisAnnual Report. Further Form No. AOC-2 is attached as ‘Annexure-F' which formspart of this report.

The Company has also adopted a Related Party Transactions Policy. The Policy asapproved by the Board is uploaded 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 SINCE 31ST MARCH 2019 TILL THE DATE OF THIS REPORT :-

There has been no material change/commitment affecting the financial position of theCompany which have occurred since 31st March 2019 till the date of this Report.

37. LISTING WITH STOCK EXCHANGE

The Company confirmsthat it has paid the Annual Listing fee for the year 2019-2020 toBSE where the Company's

Shares are listed.

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 ensureproper and adequate systems and procedures commensurate with the size scale and nature ofits business.

39. 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 intimated 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 is effective from 01.04.2019.

40 . FUTURE EXPANSION

The Future expansion endeavour 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 IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or

Tribunal which shall impact the going concern status and Company's operations infuture.

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 year ended31.03.2019.

44. DIVERSITY OF THE BOARD:-

The Company believes that diversity is important to the work culture at anyorganisation. In particular a diverse

Board among others will enhance the quality of decisions by utilizing differentskills qualifications and professional experience for achieving sustainable and balancesdevelopment.

45. COMPLIANCES WITH SECRETARIAL STANDARDS

During the year the Company is in compliance with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India (ICSI) and approved by the CentralGovernment under section 118(10) of the Act.

46. RECLASSFICATION OF CERTAIN SHAREHOLDERS FROM PROMOTER AND PROMOTER GROUP TOPUBLIC:-

The Board of Directors received request letters from certain shareholders falling undercategory of Promoter &

Promoter Group for reclassification and accordingly Board has given approval for saidreclassification in Board

Meeting held on 28.08.2018 subject to approval of shareholders and Stock Exchange.Further in Annual General

Meeting held on 29.09.2018 approval for reclassification has also been given by theshareholders by passing special resolution and further BSE vide their letter dated18.12.2018 has also given their approval and same was also reported to Stock Exchange. Dueto this reclassification shareholding from Promoter and Promoter group reduced to 73.85%from 74.05%.

47. ACKNOWLEDGEMENT:

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by its customers which enables the Company to make every effort inunderstanding their unique needs and deliver maximum customer satisfaction. We place onrecord our appreciation of the contribution made by the employees at all levels whosehard work co-operation and support helped us face all challenges and deliver results.

We acknowledge the support of our Members of Company vendors the regulators theesteemed league of bankers financial institutions rating agencies government agenciesStock Exchange depositories auditors consultants business associates and otherstakeholders.

For and on behalf of the Board of Directors
Place: Amritsar sd/-
Date: 28.08.2019 Chaman Lal Setia
Chairman & Managing Director
Din :- 01125789