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Chandni Machines Ltd.

BSE: 542627 Sector: Others
NSE: N.A. ISIN Code: INE01GZ01011
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NSE 05:30 | 01 Jan Chandni Machines Ltd
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VOLUME 100
52-Week high 11.37
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P/E 85.91
Mkt Cap.(Rs cr) 3
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Sell Price 0.00
Sell Qty 0.00
OPEN 9.45
CLOSE 9.45
VOLUME 100
52-Week high 11.37
52-Week low 4.47
P/E 85.91
Mkt Cap.(Rs cr) 3
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
(formerly known as Chandni Machines Limited)

Your Directors have pleasure in presenting the 4th AnnualReport on the business and operations of the Company together with the audited accountsfor the financial year ended on 31st March 2020.

1. FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY

Financial performance of your Company for the financial year ended 31stMarch 2020 is summarized below:

(In Rupees)

Particulars Standalone
March 31 2020 March 31 2019
Revenue from Operations 481364567 112523244
Other Income 2672195 4727738
Total Revenue 484036762 117250982
Profit before Depreciation Interest and Tax (PBDIT) 1195311 1448541
Less: Depreciation 780204 99194
Less: Finance Cost 47240 -
Profit Before Tax 367867 1349347
Provision for Tax:
Current Tax 65262 285104
Deferred tax 155105 143299
Profit/(Loss) After Tax 147499 920943
Balance brought forward from previous year 14637316 13716373
Balance carried to Balance sheet 14784815 14637316

2. REVIEW OF OPERATIONS

During the year under review the Revenue of the companyincreased to 481364567/- as compared to 112523244/- in previous year. The Profitbefore Tax has decreased to 367867/- as compared to 1349347/- in previous year.The Net Profit of the Company decreased from 920943/- in previous year to147499/- in the current year.

3.DIVIDENDS

The Directors of your Company after considering holistically therelevant circumstances has decided that it would be prudent not to recommend any dividendfor the year under review.

4.TRANSFER TO RESERVES

The Directors have decided to retain the entire amount of 14784815/- in the retained earnings.

5. SCHEME OF ARRANGEMENT - DEMERGER

The Directors of your company are pleased to inform you that the equityshares of your company got listed on The Bombay Stock Exchange Limited with effect from 05thApril 2019 pursuant to the Scheme.

6. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which financial 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. **Ekta Kheria Company Secretary and Compliance Officer 20.08.2018 14.12.2019

As on 31st March 2020 the following were the KeyManagerial Personnel of the Company as per Section 203 of the Companies Act 2013 and therules made there under:

• Jayesh Ramniklal Mehta- Chairman & Managing Director
• Bharat Keshavlal Shah Director & Chief Financial Officer
**Ekta Kheria Company Secretary & Compliance Officer

** Ms. Ekta Kheria was resigned from the position of Company Secretary and ComplianceOfficer of the Company with effect from 14th December 2019.

Company is searching for a suitable candidate for the position ofCompany Secretary and Compliance Officer of the Company.

In accordance with the provisions of section 152 of the Companies Act2013 and the Articles of Association of the company Mrs. Amita Jayesh Mehta Directorretires by rotation at the ensuing Annual General Meeting and become eligible offersherself for re-appointment. The Board of Directors recommends her reappointment which hasbeen annexed to this report as ‘Annexure I'

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

8. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to theBoard that they fulfill all the requirements as stipulated under Section 149(6) of theCompanies Act 2013.

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

9. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors duly met 5 (Five) times during the financialyear from 01st April 2019 to 31st March 2020. The dates on whichmeetings were held are 21st May 2019 14th August 2019 14thNovember 2019 09th January 2020 and 14th February 2020.

The gap between two Board Meetings didn't exceed 120 days as perSection 173 of the Companies Act

2013.

10. ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financialyear ended 31st March 2020 and at last AGM are as under:

Name of Director Category Number of Meetings Attendance at the last AGM
Held Attended Held on 27.09.2019
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 4 4 No
Mr. Bharat Sugnomal Bhatia Non-Executive Independent 4 4 Yes
Mr. Rameshchand Garg Non-Executive Independent 4 4 Yes

Attendance of directors at the committee meetings held during thefinancial year ended 31st March 2020:

Name of Director Audit Committee Meeting Nomination & Remuneration Committee Meeting Stakeholder Relationship Committee
Held Attended Held Attended Held Attended
Mr. Jayesh Ramniklal Mehta 4 4 NA NA NA NA
Mr. Vasant Gaurishankar Joshi 4 4 1 1 4 4
Mr. Bharat Sugnomal Bhatia 4 4 1 1 4 4
Mr. Rameshchand Garg NA NA 1 1 4 4

NA- Not Applicable

11.INDEPENDENT DIRECTORS' MEETING

In view of COVID-19 outbreak the Ministry of Corporate Affairs videtheir Circular No. 11/2020 had granted relaxation for not holding separate meeting ofIndependent Directors. Hence the Company could not convene Independent Director'sseparate meeting in terms of Schedule IV to the Companies Act 2013.

12.COMMITTEES

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

Audit Committee

The composition of Audit Committee is in alignment with provision ofsection 177 of the Companies Act 2013 read with the rules issued thereunder andRegulation 18 of the SEBI Listing Regulations. The members of the Audit Committee arefinancially literate and have experience in financial management.

The composition of Audit committee is as under:

Name of the Director Designation Position on the Committee
Vasant Gaurishankar Joshi Non Executive Independent Director Chairman
Bharat Sugnomal Bhatia Non Executive Independent Director Member
Jayesh Ramniklal Mehta Managing Director Member

During the year 4 meetings of Audit Committee was held on 21.05.201914.08.2019 14.11.2019 and 14.02.2020 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
Vasant Gaurishankar Joshi Non Executive Independent Director Member
Rameshchand Garg Non Executive Independent Director Member

During the year 1 meeting of Nomination and Remuneration committee washeld on 09.01.2020

? 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 washeld on 08.04.2019 08.07.2019 08.10.2019 and 08.01.2020 respectively.

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Your company has in place a policy which formulates the criteria fordetermining qualifications competencies positive attributes and Independence for theappointment of a director (executive or non- executive) and also the criteria fordetermining the remuneration of the directors key managerial personnel and seniormanagement and other employees. The Policy was adopted with effect from 20.11.2018.

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

14. FAMILIARIZATION PROGRAMME

The details of programs for familiarization of Independent Directorswith the Company their roles responsibilities in the Company and related matters areput up on the website 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 ofthe performance of the Board its Committees and of individual directors (includingIndependent Directors) pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. The performance of theBoard is evaluated after seeking inputs from all the Directors on the basis of criteriasuch as the Board composition and structure. Effectiveness of Board processes informationand functioning etc. as provided by the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on 5th January 2017.

The Board and the Nomination & Remuneration Committee review theperformance of individual Directors on the basis of criteria such as the contribution ofthe individual Director to the Board and Committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc. The performances of the Committees are evaluated by the Board after seeking inputsfrom the Committee 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 ofmanagerial personnel pursuant to Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areprovided in the "Annexure 2"

Pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 none of the employees of the Company was in receipt ofthe remuneration during the financial year 2019-20 which in aggregate was in excess of1.02 crores per year or 8.5 lakhs per month or in excess of remuneration drawn by theManaging Director or Whole-Time Director or Manager and holds by himself or along with hisspouse and dependent children not less than two percent of the equity shares of theCompany.

17. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the financial yearended 31st March 2020; 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 March2020 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 2020 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 areincluded in Management Discussion and Analysis which forms part of this report.

19. PUBLIC DEPOSITS

During the year under review your Company has not accepted anydeposits within the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

20. LOAN FROM DIRECTOR

During the year under review your Company has received loan of amount5150000/- from Mr. Jayesh Ramniklal Mehta Managing Director of the Company along with adeclaration in writing to the effect that the amount given by him is not from the fundsacquired by him by 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 orguarantees or made any investments governed under the provisions of Section 186 of theCompanies Act 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arm's length basisin the ordinary course of business and are in compliance with the applicable provisions ofthe Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015. The disclosure of Related Party transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is given in "Annexure 3"of this Report.

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

The policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded 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 EXCHANGEEARNINGS AND OUTGO

Since your company does not own any manufacturing facility theparticulars relating to conservation of energy and technology absorption stipulated insection 134 (3) (m) of the Companies Act 2013 and Rule 8 of Companies (Accounts) Rules2014 are not applicable.

During the year under review your company has following ForeignExchange Earnings and Outgo:

Particulars F.Y. 2019-2020 F.Y. 2018-2019
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgo 3343649- 78521937/-

24. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. Thepolicy identifies 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 itsassessment mitigation measures monitoring and reporting. While the Company through itsemployees and Executive Management continuously assess the identified risk the AuditCommittee reviews the identified Risks and its mitigation measures annually.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethics moral andlegal conduct of its business. In order to ensure that the activities of the Company andits employees are conducted in a fair and transparent manner by adoption of higheststandard of professionalism honesty integrity and ethical behaviour the Company hasadopted a comprehensive Vigil Mechanism/ Whistle Blower Policy in compliance with theapplicable provision of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) regulations 2015.The Vigil Mechanism/ Whistle Blower Policy isavailable 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 THEREGULATORS/COURTS /TRIBUNALS

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture.

27. STATUTORY AUDITOR AND STATUTORY AUDITOR'S REPORT

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

The Auditors' Report on Standalone Financial Statements for thefinancial year 2019-2020 issued by M/s. Ambavat Jain & Associates LLP CharteredAccountants does not contain any qualification observation disclaimer reservation oradverse remark.

28. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 M/s. Anjana Manseta & Co. Practicing Company Secretaries were appointed as theSecretarial Auditor of the Company to issue the Secretarial Audit Report for the yearended 31st March 2020. The Secretarial Audit Report for the financial yearended 31st March 2020 is annexed to this report (Annexure- 4).

M/s Anjana Manseta & Co Practicing Company Secretaries in theirSecretarial Audit Report have made ‘ certain qualifications. The auditor'squalifications and Boards explanation thereto are summarized as under:

AUDITOR'S QUALIFICATION BOARD'S EXPLANATION
We have noticed that there was a resignation of company secretary on 14 December 2019. And as per section 203 of companies Act 2013 company must appoint another company secretary within a period of 6 months. However based on the information provided by company officers company was in process of appointing the new company secretary to fill the vacancy but Considering the outbreak of the pandemic and lockdown norms company could not complete the appointment process of new company secretary. The company was in the process of appointing Company Secretary because of the prevailing pandemic COVID-19 in India and more particularly at our office situated at Worli which came under Red Zone containment restricted area we were shut most of the times. Hence company is in the process of appointing Company Secretary at the earliest.

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

Your Directors state that the applicable Secretarial Standards havebeen followed during the financial year 2019-2020.

30. EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company as on 31stMarch 2020 in Form MGT-9 in accordance with section 92 (3) of the Companies Act 2013read with the Companies (Management and Administration) Rules 2014 is annexed herewith as"Annexure- 5". Also as required under amended Section 134(3) (a) of theAct amended through Companies Amendment Act2017 effective from 31st July2018 the Company will place its Annual Return as on 31st March 2020 on itswebsite viz. www.cml.net.in within the prescribed time.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year underreview as stipulated under Regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.

32. CORPORATE GOVERNANCE

Pursuant to the Regulation 15(2) of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the compliance with the Corporate Governanceprovisions shall not apply to listed entities having paid up equity share capital notexceeding rupees ten crore and net worth not exceeding rupees twenty five crore as on thelast day of the previous financial year.

33. DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on prevention prohibition and redressal of Sexual Harassment at theWorkplace in line with the provision of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year under review there were no complaints reported underthe Prevention of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) 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 ofPractices and Procedures for Fair Disclosure of

Unpublished Price Sensitive Information (‘Fair DisclosureCode') which are in force. 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

35. ACKNOWLEDGEMENT

Your directors would like to express their appreciation for theassistance and co-operation received from the Company's customers vendors bankersauditors investors Government authorities and stock exchange during the year underreview. Your directors place on record their appreciation of the contributions made byemployee at all levels. Your Company's consistent growth was made possible by theirhard work solidarity co-operation and support.

By order of the Board
Jayesh R Mehta
(DIN No.:00193029)
Chairman & Managing Director
Date: 05th September 2020
Place: Mumbai