You are here » Home » Companies » Company Overview » Chandni Machines Ltd

Chandni Machines Ltd.

BSE: 542627 Sector: Others
NSE: N.A. ISIN Code: INE01GZ01011
BSE 00:00 | 04 Aug 4.92 0
(0.00%)
OPEN

4.92

HIGH

4.92

LOW

4.92

NSE 05:30 | 01 Jan Chandni Machines Ltd
OPEN 4.92
PREVIOUS CLOSE 4.92
VOLUME 30
52-Week high 5.50
52-Week low 2.49
P/E 98.40
Mkt Cap.(Rs cr) 2
Buy Price 5.18
Buy Qty 10.00
Sell Price 4.93
Sell Qty 28.00
OPEN 4.92
CLOSE 4.92
VOLUME 30
52-Week high 5.50
52-Week low 2.49
P/E 98.40
Mkt Cap.(Rs cr) 2
Buy Price 5.18
Buy Qty 10.00
Sell Price 4.93
Sell Qty 28.00

Chandni Machines Ltd. (CHANDNIMACHINES) - Director Report

Company director report

To

The Members

Chandni Machines Limited

(formerly known as Chandni Machines Limited)

Your Directors have pleasure in presenting the 3rd Annual Report on thebusiness and operations of the Company together with the audited accounts for thefinancial year ended on 31st March 2019.

1. FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY

Financial performance of your Company for the financial year ended 31st March2019 is summarized below:

(In Rs.)

Particulars Standalone
March 31 2019 March 31 2018
Revenue from Operations 112523244 197487177
Other Income 4727738 1114841
Total Revenue 117250982 198602018
Profit before Depreciation Interest and Tax (PBDIT) 1448541 11104779
Less: Depreciation (99194) (12932)
Less: Finance Cost - (77290)
Profit Before Tax 1349347 11014557
Provision for Tax :
Current Tax 285104 (3050000)
Deferred tax 143299 249600
Profit/(Loss) After Tax 920943 8214157
Add: Profit of Demerged undertaking from 01/07/2016 i.e. Appointed Date to 31/03/2017 transferred from CTEIL in pursuance to scheme of demerger - 5502216
Balance brought forward from previous year 13716373
Balance carried to Balance sheet 14637316 13716373

2. REVIEW OF OPERATIONS

During the year under review the Revenue of the company decreased to 112523244/- ascompared to 198602018 in previous year. The Profit before Tax has also decreased to1349347 /- as compared to 11014557 in previous year. The Net Profit of the Companydecreased from 8214157/- in previous year to 920943 in the current year.

3. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (Ind AS)

The Financial Statement for the year ended 31st March 2019 have been prepared inaccordance with the Indian Accounting Standard (Ind AS) notified under Section 133 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 and other relevantprovisions of the Act.

4. 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.

5. TRANSFER TO RESERVES

The Directors have decided to retain the entire amount of 14637316 in the retainedearnings.

6. SCHEME OF ARRANGEMENT - DEMERGER

The composite Scheme of Arrangement (Demerger) (“Scheme”) between ChandniTextiles Engineering

Industries Limited (“CTEIL”) (“Demerged Company”) and ChandniMachines Private Limited (“CMPL”) (“Resulting Company”) and theirrespective shareholders and creditors was sanctioned by the National Company Law Tribunal Bench at Mumbai vide its order dated 04th January 2018. The Scheme becameeffective from 24th January 2018 and the appointed date was 1stJuly 2016.

Pursuant to the Scheme the Resulting Company got converted from private limitedcompany to public limited company i.e. from Chandni Machines Private Limited to ChandniMachines Limited (CML) vide fresh certificate of incorporation issued by Registrar ofCompanies Mumbai dated 26th day of July 2018.

Further in consideration of the Scheme the Demerged Company had fixed 20thAugust 2018 as the record date to determine its shareholder who would be entitled to theshares of the Resulting Company in the share entitlement ratio of 1:5 i.e. 1 (One) equityshare of 10/- (Rupees Ten Only) each in CML for every 5 (Five) equity shares of 10/-(Rupees Ten Only) each held by them in CTEIL. Accordingly the Board of Directors of theResulting Company on 22nd August 2018 had allotted 3227433 equity shares ofRs. 10/- each to the shareholders of CTEIL whose names appeared in the Register of Membersas on the Record date.

Subsequently application for listing of equity shares of CML was made to BSE. Yourcompany received in principle approval from BSE on 9th January 2019 and letterconfirming relaxation from Rule 19(2)(b) of the Securities Contract (Regulation) Rules1957 from Securities and Exchange Board of India (“SEBI”) on 25thFebruary 2019. The final listing and trading approval for the equity shares of CML wasreceived from BSE on 04th April 2019.

The Directors of your company are pleased to inform you that the equity shares of yourcompany got listed on BSE with effect from 05th April 2019 pursuant to theScheme.

7. 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.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Name of Director Designation Appointment Date Resignation Date
1. Jayesh Ramniklal Mehta Chairman & Managing Director 16.04.2016 -
2. Amita Jayesh Mehta Non- Executive Director 16.04.2016 -
3. Vasant Gaurishankar Joshi Additional Director (Independent Director) 20.09.2018 -
4. Bharat Sugnomal Bhatia Additional Director (Independent Director) 20.09.2018 -
5. Rameshchand Garg Additional Director (Independent Director) 20.09.2018 -
6. Bharat Keshavlal Shah Director & Chief Financial Officer 07.02.2018 -
7. Ekta Kheria Company Secretary & Compliance Officer 20.08.2018 -

As on 31st March 2019 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

• Ekta Kheria Company Secretary & Compliance Officer

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.

The Board of Directors of your Company at its meeting held on 20thSeptember 2018 had approved the appointment of Mr. Vasant Gaurishankar Joshi (DIN:0019105) Mr. Bharat Sugnomal Bhatia (DIN: 00195275) and Mr. Rameshchand Garg (DIN:03346742) as an Additional & Independent Directors (Non-Executive) and recommends thesame for the approval by the shareholders of the Company at the ensuing Annual GeneralMeeting (AGM).

During the year under review Mr. Bharat Keshavlal Shah has been appointed as a ChiefFinancial Officer of the Company with effect from 20th September 2018.

The Board of Directors has proposed the appointment of Mr. Jayesh Ramniklal Mehta(DIN:00193029) subject to the approval of the Members of the Company at the ensuing AGMfor a period of 5 years commencing from 20th September 2018 to 19thSeptember 2023.

During the year under review Ms Ekta Kheria was appointed as Company Secretary andCompliance Officer of the Company with effect from 20th September 2018.

The details of Directors being recommended for appointment as required under SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 are contained in theaccompanying Notice convening ensuing AGM of the Company. Appropriate Resolution(s)seeking your approval for appointment of Directors are also included in the Notice.

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.

9. 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.

10. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 8 (eight) times during the financial year from 01stApril 2018 to 31st March 2019. The dates on which meetings were held are 30thMay 2018 06th August 2018 16th August 2018 22ndAugust 2018 20th September 2018 20th November 2018 01stMarch 2019 and 29th March 2019.

The gap between two Board Meetings didn't exceed 120 days as per Section 173 of theCompanies

Act 2013.

11. ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended 31stMarch 2019 and at last AGM are as under:

Name of Director Category Number of Meetings Attendance at the last AGM
Held Attended Held on 18.08.2018
Mr. Jayesh Ramniklal Mehta Chairman & Managing Director 8 8 Yes
Mrs. Amita Jayesh Mehta Non- Executive Director 8 5 Yes
Mr. Bharat Keshavlal Shah Chief Financial Officer Executive Director 8 8 No
Mr. Vasant Gaurishankar Joshi * Additional Non-Executive Independent Director 3 3 No
Mr. Bharat Sugnomal Bhatia * Additional Non-Executive Independent Director 3 3 No
Mr. Rameshchand Garg * Additional Non-Executive Independent Director 3 3 No

* Appointed as an additional director w.e.f. 20th September 2018.

Attendance of directors at the committee meetings held during the financial year ended31st March 2019:

Name of Director Audit Committee Meeting Nomination & Remuneration Committee Meeting
Held Attended Held Attended
Mr. Jayesh Ramniklal Mehta 2 2 NA NA
Mr. Vasant Gaurishankar Joshi 2 2 1 1
Mr. Bharat Sugnomal Bhatia 2 2 1 1
Mr. Rameshchand Garg NA NA 1 1

NA- Not Applicable

# During the year stakeholder relationship committee meeting was not held as theCompany was not listed on any stock exchange as on 31.03.2019.

12. INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on Wednesday 13th February 2019 without theattendance of Non-Independent Directors and members of the management. The IndependentDirectors reviewed the performance of non-independent directors and the board as a wholethe performance of the Chairperson of the Company and assessed the quality quantity andassessed the timeliness of flow of information between the Company Management and board toeffectively and reasonably perform their duties.

13. 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.

A. 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
Vasant Gaurishankar Joshi Additional & Independent Director Chairman
Bharat Sugnomal Bhatia Additional & Independent Director Member
Jayesh Ramniklal Mehta Managing Director Member

There have been no instances during the year when recommendations of the AuditCommittee were not accepted by the Board.

During the year 2 meetings of Audit committee were held on 20.11.2018 and 01.03.2019.

B. 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 Additional & Independent Director Chairman
Vasant Gaurishankar Joshi Additional & Independent Director Member
Rameshchand Garg Additional & Independent Director Member

During the year 1 meeting of Nomination and Remuneration committee was held on21.09.2018

C. Stakeholders' Relationship Committee

The composition of Stakeholder Relationship Committee is as under:

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

During the year your company was not required to hold the Stakeholders' RelationshipCommittee Meeting as the company was not listed on any stock exchange as on 31stMarch 2019.

From financial year 2019-2020 the Committee meetings will be held as per therequirement of the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.

14. 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

15. 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

16. 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.

17. 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- 1

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 2018-19 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.

18. 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 2019; the applicable accounting standards had been followedalong with proper explanation relating to material departures;

b. that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2019 and of the profit of the Company for 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 2019 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.

19. INTERNAL FINANCIAL CONTROLS

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

20. 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.

21. LOAN FROM DIRECTOR

During the year under review your Company has received loan of amount 5850000/- 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.

22. 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.

23. 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-2 of this Report.

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

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

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. 2018-2019 F.Y. 2017-2018
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgo 78521937/- 30438443/-

25. 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.

26. 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 onthe Company's website link: http://cml.net.in/pdf/policies/Whistle%20Blower%20Policy.pdf

27. INSIDER TRADING REGULATIONS

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 (‘Fair Disclosure Code') which are inforce. The Fair Disclosure

Code is available on the website of the Company athttp://www.cml.net.in/pdf/policies/Policy%20on%20Code%20of%20Fair%20Disclosure.pdf

28. 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.

29. 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 year2018-2019 issued by M/s. Ambavat Jain & Associates LLP Chartered Accountants doesnot contain any qualification observation disclaimer reservation or adverse remark.

30. 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. AjayAnil Thorat & Associates Practicing Company Secretaries were appointed as theSecretarial Auditor of the Company to issue the Secretarial Audit Report for the yearended 31st March 2019. The Secretarial Audit Report for the financial yearended 31st March 2019 is annexed to this report Annexure-3.

M/s. Ajay Anil Thorat & Associates Practicing Company Secretaries in theirSecretarial Audit Report have made certain qualifications. The auditor's qualificationsand Boards explanation thereto are summarized as under:

Auditors' Qualification Boards' Explanation
1 Consent to act as director in Form DIR 2 taken . from Bharat Keshavlal Shah (DIN 08066115) on 27th January 2018 however his DIN was allotted on 07th February 2018. So ideally he should have given his consent on or after obtaining DIN. Similary DIR 8 and MBP 1 declarations were given by him prior to obtaining DIN it should be dated on or after the date of obtaining DIN. The Company inadvertently took Form DIR-2 MBP-1 and DIR-8 from Mr. Bharat Keshavlal Shah before the date of obtaining DIN by him.
2 Further the company has appointed Bharat . Keshavlal Shah (DIN 08066115) as Additional Director on 7th February 2018 under Section 161 of the Companies Act 2013 and it is subject to office of director upto the date of subsequent Annual General Meeting and accordingly if shareholders confirms in the Annual General Meeting then his designation can be changed from Additional Director to Director. However the company has changed his designation from Additional Director to Director in the Extra- ordinary General Meeting held on 21st February 2018. as an additional director on 7th February 2018 by the Board & was regularised on 21st February 2018 in Extra Ordinary General Meeting by the Shareholders. The Company then applied for listing of equity shares on BSE after complying with all the required Compliances for the Listed Company. The company will take care in future. Pursuant to the Scheme of Arrangement the Resulting Company (Chandni Machines Private Limited) was required to issue shares to the shareholders of the Demerged Company (Chandni Textiles Engineering Industries Limited) in the Share Entitlement Ratio 1:5. Thus the status of the Company was changed from Private Limited Company to Public Limited Company and in compliance with the provision of the Companies Act 2013 & Stock Exchange requirement the Company was required to appoint one more Director. Therefore Mr. Bharat Keshavlal was appointed

31. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

(ICSI)

Your Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the company.

32. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Report in Form MGT-9 as on March 312019 is enclosed in Annexure-4.

33. 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.

34. 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. In this connection your Director state that the paid upequity capital and net worth of your company are Rs. 32274330 and Rs. 45654268/-respectively as per the last audited balance sheet as at 31.03.2019. Accordingly theCorporate Governance Report is not applicable to your company.

35. DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION & 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.

36. 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.+

For & on behalf of the Board of Directors
For Chandni Machines Limited
(formerly known as Chandni Machines Private Limited)
Place: Mumbai Jayesh R Mehta
Date: 14th August 2019 (DIN: 00193029)
Managing Director