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Chandni Machines Ltd.

BSE: 542627 Sector: Others
NSE: N.A. ISIN Code: INE01GZ01011
BSE 00:00 | 07 Oct 25.95 0
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NSE 05:30 | 01 Jan Chandni Machines Ltd
OPEN 25.95
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VOLUME 11
52-Week high 35.15
52-Week low 7.92
P/E 5.43
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.95
CLOSE 25.95
VOLUME 11
52-Week high 35.15
52-Week low 7.92
P/E 5.43
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chandni Machines Ltd. (CHANDNIMACHINES) - Director Report

Company director report

To

The Members Chandni Machines Limited

Your Directors have pleasure in presenting the 5th Annual Report on thebusiness and operations of the Company together with the audited accounts for thefinancial year ended on 31st March 2021.

1. FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY

Financial performance of your Company for the financial year ended 31st March2021 is summarized below: (In Rupees)

Particulars Standalone
March 31 2021 March 31 2020
Revenue from Operations 431511763 481364567
Other Income 2742429 2672195
Total Revenue 434254192 484036762
Profit before Depreciation Interest and Tax (PBDIT) 2699896 1195311
Less: Depreciation 1976936 780204
Less: Finance Cost 224044 47240
Profit Before Tax 498916 367867
Provision for Tax:
Current Tax NIL 65262
Deferred tax 155919 155105
Profit/(Loss) After Tax 342996 147499
Balance brought forward from previous year 14784816 14637316
Balance carried to Balance sheet 15127812 14784815

2. REVIEW OF OPERATIONS

During the year under review the Revenue of the company decreased to431511763/-as compared to 481364567/- in previous year. The Profit before Taxhas increased to 498916/- as compared to 367867/- in previous year. The Net Profitof the Company increased from 342996/- as compared to 147499/- in previous year.

3. DIVIDENDS

The Directors of your Company after considering holistically the relevant circumstanceshas decided that it would be prudent not to recommend any dividend for the year underreview.

4.TRANSFER TO RESERVES

The Directors have decided to retain the entire amount of 15127812/- in the retainedearnings.

5. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the years 2020-2021& 2021-2022 to Bombay Stock Exchange ("BSE") where the Company's Shares arelisted.

6. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichfinancial statement relate and the date of the report.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No. Name of Director Designation Appointment Date Resignation Date
1. Jayesh Ramniklal Mehta Chairman & Managing Director 12.04.2016 -
2. Amita Jayesh Mehta Non- Executive Director 12.04.2016 -
3. Vasant Gaurishankar Joshi Non- Executive & Independent Director 20.09.2018 -
4. Bharat Sugnomal Bhatia Non- Executive & Independent Director 20.09.2018 -
5. Rameshchand Garg Non- Executive & Independent Director 20.09.2018 -
6. Bharat Keshavlal Shah Director & Chief Financial Officer 07.02.2018 -
7. **Gourav Darak Company Secretary and Compliance Officer 05.09.2020 -

As on 31st March 2021 the following were the Key Managerial Personnel ofthe Company as per Section 203 of the Companies Act 2013 and the rules made thereunder:

Jayesh Ramniklal Mehta- Chairman & Managing Director

Bharat Keshavlal Shah Director & Chief Financial Officer

Gourav Darak Company Secretary & Compliance Officer

** Mr. Gourav Darak was appointed for the position of Company Secretary and ComplianceOfficer of the Company with effect from 05th September 2020.

In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the company Mrs. Amita Jayesh Mehta Director retires byrotation at the ensuing Annual General Meeting and become eligible offers herself forre-appointment. The Board of Directors recommends her re-appointment which has beenannexed to this report as ‘Annexure I'

None of the directors is disqualified for appointment/ re-appointment under section 164of the Companies Act 2013. As required by the law this position is also reflected in theAuditor's report.

8. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated under Section 149(6) of the Companies Act 2013.

There has been no change in the circumstances affecting their status as IndependentDirectors of the Company so as to qualify themselves to be appointed as IndependentDirectors under the provisions of the Companies Act 2013 and the relevant regulations.

9. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 5 (Five) times during the financial year from 01stApril 2020 to 31st March 2021. The dates on which meetings were held are 31stJuly 2020; 05th September 2020; 15th September 2020; 13thNovember 2020 and 14th February 2021.

The gap between two Board Meetings didn't exceed 120 days as per Section 173 of theCompanies Act 2013 except for the first quarter due to global pandemic.

10. ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended 31stMarch 2021 and at last AGM are as under:

Name of Director Category Number of Board Meetings Attendance at the last AGM Held on 29.09.2020
Held Attended
Mr. Jayesh Ramniklal Mehta Managing Director 5 5 Yes
Mrs. Amita Jayesh Mehta Non- Executive Director 5 5 Yes
Mr. Bharat Keshavlal Shah Chief Financial Officer Executive Director 5 5 Yes
Mr. Vasant Gaurishankar Joshi Non-Executive Independent 5 5 No
Mr. Bharat Sugnomal Bhatia Non-Executive Independent 5 5 Yes
Mr. Rameshchand Garg Non-Executive Independent 5 5 No

Attendance of directors at the committee meetings held during the financial year ended31st March 2021:

Name of Director Audit Committee Meeting Nomination &Remuneration Committee Meeting Stakeholder Relationship Committee
Held Attended Held Attended Held Attended
Mr. JayeshRamniklal Mehta 4 4 NA NA NA NA
Mr. VasantGaurishankar Joshi 4 4 1 1 4 4
Mr. Bharat Sugnomal Bhatia 4 4 1 1 4 4
Mr. RameshchandGarg NA NA 1 1 4 4

NA- Not Applicable

11.DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declaration of compliance of Rule 6(1) & (2)of Companies (Appointment and Qualifications of Directors) Rules2014 as amended alongwith the declaration that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act 2013 the IndependentDirector of the Company met separately on 12th February 2021 to inter aliareview the performance of Non-Independent Director.

12.COMMITTEES

Your company has duly constituted the following mandatory committees in terms of theprovisions of the Companies Act 2013 read with rules framed thereunder viz.

Audit Committee

The composition of Audit Committee is in alignment with provision of section 177 of theCompanies Act 2013 read with the rules issued thereunder and Regulation 18 of the SEBIListing Regulations. The members of the Audit Committee are financially literate and haveexperience in financial management.

The composition of Audit committee is as under:

Name of the Director Designation Position on the Committee
VasantGaurishankar Joshi Non Executive Independent Director Chairman
Bharat Sugnomal Bhatia Non Executive Independent Director Member
JayeshRamniklal Mehta Managing Director Member

During the year 4 meetings of Audit Committee was held on 31.07.2020 15.09.202013.11.2020 and 12.02.2021 respectively.

Nomination and Remuneration Committee

The composition of Nomination & Remuneration Committee is as under:

Name of the Director Designation Position on the Committee
Bharat Sugnomal Bhatia Non Executive Independent Director Chairman
VasantGaurishankar Joshi Non Executive Independent Director Member
RameshchandGarg Non Executive Independent Director Member

During the year 1 meeting of Nomination and Remuneration committee was held on05.09.2020

Stakeholders' Relationship Committee

The composition of Stakeholder Relationship Committee is as under:

Name of the Director Designation Position on the Committee
Bharat Sugnomal Bhatia Non Executive Independent Director Chairman
Vasant Gaurishankar Joshi Non Executive Independent Director Member
Rameshchand Garg Non Executive Independent Director Member

During the year 4 meetings of Stakeholder Relationship Committee was held on31.07.2020; 14.08.2020; 13.11.2020 and 20.01.2021 respectively.

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Your company has in place a policy which formulates the criteria for determiningqualifications competencies positive attributes and Independence for the appointment ofa director (executive or non- executive) and also the criteria for determining theremuneration of the directors key managerial personnel and senior management and otheremployees. The Policy was adopted with effect from 20.11.2018.

The above policy along with the criteria for selection is available at the website ofthe Company athttp://www.cml.net.in/pdf/9.%20Nomination%20&%20Remuneration%20policy.pdf

14. FAMILIARIZATION PROGRAMME

The details of programs for familiarization of Independent Directors with the Companytheir roles responsibilities in the Company and related matters are put up on thewebsite of the Company at the linkhttp://www.cml.net.in/pdf/2.%20Familiarisation%20Programme%20for%20Independent%20Directors.pdf

15. BOARD EVALUATION

The Board of Directors have devised a policy for annual evaluation of the performanceof the Board its Committees and of individual directors (including Independent Directors)pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. The performance of the Board is evaluatedafter seeking inputs from all the Directors on the basis of criteria such as the Boardcomposition and structure. Effectiveness of Board processes information and functioningetc. as provided by the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on 5th January 2017.

The Board and the Nomination & Remuneration Committee review the performance ofindividual Directors on the basis of criteria such as the contribution of the individualDirector to the Board and Committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Theperformances of the Committees are evaluated by the Board after seeking inputs from theCommittee Members on the basis of criteria such as the composition of Committeeseffectiveness of Committee Meetings etc.

16. PARTICULARS OF EMPLOYEES

The statement of particulars of appointment and remuneration of managerial personnelpursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in the

"Annexure 2"

Pursuant to Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employees of the Company was in receipt of theremuneration during the financial year 2020-2021 which in aggregate was in excess of 1.02crores per year or 8.5 lakhs per month or in excess of remuneration drawn by the ManagingDirector or Whole-Time Director or Manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the Company.

17. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the financial yearended 31st March 2021; the applicable accounting standards had been followedalong with proper explanation relating to material departures; b. that such accountingpolicies have been selected and applied consistently and judgments and estimates have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at 31st March 2021 and of the profit of the Companyfor the year ended as on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements for the financial year ended 31stMarch 2021 have been prepared on a going concern basis;

e. that the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively;and

f. that the proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

18. INTERNAL FINANCIAL CONTROLS

The details of internal financial control and their adequacy are included in ManagementDiscussion and Analysis which forms part of this report.

19. PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

20. LOAN FROM DIRECTOR

During the year under review your Company has received loan of amount 300000/- fromMr. Jayesh Ramniklal Mehta Managing Director of the Company along with a declaration inwriting to the effect that the amount given by him is not from the funds acquired by himby borrowing or accepting loans from others.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review your Company has not given any loans or guarantees ormade any investments governed under the provisions of Section 186 of the Companies Act2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.The disclosure of Related Party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is given in "Annexure 3" of thisReport.

The details of transactions with Related Parties are also provided in the Company'sFinancial Statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the Company's website and can be seen at the link:http://www.cml.net.in/pdf/5.%20Related%20Party%20Transaction%20Policy.pdf

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Since your company does not own any manufacturing facility the particulars relating toconservation of energy and technology absorption stipulated in section 134 (3) (m) of theCompanies Act 2013 and Rule 8 of Companies (Accounts) Rules 2014 are not applicable.

During the year under review your company has following Foreign Exchange Earnings andOutgo:

Particulars F.Y. 2020-2021 F.Y. 2019-2020
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgo 2041873 2909299

24. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The policyidentifies the threat of such events as "Risks" which if occurred willadversely affect value to shareholders ability of Company to achieve objectives abilityto implement business strategies the manner in which the company operates.

The framework defines the process for identification of risks its assessmentmitigation measures monitoring and reporting. While the Company through its employeesand Executive Management continuously assess the identified risk the Audit Committeereviews the identified Risks and its mitigation measures annually.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethics moral and legal conduct ofits business. In order to ensure that the activities of the Company and its employees areconducted in a fair and transparent manner by adoption of highest standard ofprofessionalism honesty integrity and ethical behaviour the Company has adopted acomprehensive Vigil Mechanism/ Whistle Blower Policy in compliance with the applicableprovision of the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) regulations 2015.The Vigil

Mechanism/ Whistle Blower Policy is available on the Company's website link:http://cml.net.in/pdf/policies/Whistle%20Blower%20Policy.pdf

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

27. STATUTORY AUDITOR AND STATUTORY AUDITOR'S REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 as amended from time to time M/s. AmbavatJain & Associates LLP Chartered Accountant (Firm Registration No.: 109681W) wereappointed as the Statutory Auditors of the Company in the 1st Annual General Meeting ofthe Company held on 29th September 2017 for term of five consecutive years to hold officetill the consluion of the 6th Annual General Meeting of the Company.

The Auditors' Report on Standalone Financial Statements for the financial year2020-2021 issued by M/s. Ambavat Jain & Associates LLP Chartered Accountants doesnot contain any qualification observation disclaimer reservation or adverse remark.

28. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. AnjanaManseta & Co. Practicing Company Secretaries were appointed as the SecretarialAuditor of the Company to issue the Secretarial Audit Report for the year ended 31stMarch 2021. The Secretarial Audit Report for the financial year ended 31stMarch 2021 is annexed to this report (Annexure- 4).

There are no qualifications reservations adverse remark or disclaimer in theSecretarial Audit Report.

29. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(ICSI)

Your Directors state that the applicable Secretarial Standards have been followedduring the financial year 2020-2021.

30. EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company as on 31st March 2020 in FormMGT-9 in accordance with section 92 (3) of the Companies Act 2013 read with the Companies

(Management and Administration) Rules 2014 is annexed herewith as "Annexure-5". Also as required under amended Section 134(3) (a) of the Act amended throughCompanies Amendment Act2017 effective from 31st July 2018 the Company willplace its Annual Return as on 31st March 2021 on its website viz.www.cml.net.in within the prescribed time.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.

32. CORPORATE GOVERNANCE

Pursuant to the Regulation 15(2) of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with the Corporate Governance provisionsshall not apply to listed entities having paid up equity share capital not exceedingrupees ten crore and net worth not exceeding rupees twenty five crore as on the last dayof the previous financial year.

33. DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of Sexual Harassment at the Workplace inline with the provision of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

During the year under review there were no complaints reported under the Prevention ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

34. INSIDER TRADING CODE

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015(as amended from time to time) the Company has formulated a Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information (‘FairDisclosure Code') which are in force. The Fair Disclosure Code is available on the websiteof the Company athttp://www.cml.net.in/pdf/policies/Policy%20on%20Code%20of%20Fair%20Disclosure.pdf

35. ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance andco-operation received from the Company's customers vendors bankers auditors investorsGovernment authorities and stock exchange during the year under review. Your directorsplace on record their appreciation of the contributions made by employee at all levels.Your Company's consistent growth was made possible by their hard work solidarityco-operation and support.

By order of the Board
Jayesh R Mehta
Date: 12/08/2021 (DIN No.:00193029)
Place: Mumbai Chairman & Managing Director

.