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Chandni Textiles Engineering Industries Ltd.

BSE: 522292 Sector: Industrials
NSE: N.A. ISIN Code: INE713D01055
BSE 13:46 | 17 Jul 31.00 0.40
(1.31%)
OPEN

30.00

HIGH

31.00

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NSE 05:30 | 01 Jan Chandni Textiles Engineering Industries Ltd
OPEN 30.00
PREVIOUS CLOSE 30.60
VOLUME 8200
52-Week high 60.70
52-Week low 23.00
P/E 35.23
Mkt Cap.(Rs cr) 50
Buy Price 30.00
Buy Qty 100.00
Sell Price 31.50
Sell Qty 50.00
OPEN 30.00
CLOSE 30.60
VOLUME 8200
52-Week high 60.70
52-Week low 23.00
P/E 35.23
Mkt Cap.(Rs cr) 50
Buy Price 30.00
Buy Qty 100.00
Sell Price 31.50
Sell Qty 50.00

Chandni Textiles Engineering Industries Ltd. (CHANDNITEXT) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 31stAnnual Report together with AuditedFinancial Statements for the year ended 31st March 2017:

1. Financial Results:

(Rs In Lacs)

2016-2017 2015-2016
Revenue from operations 5366.02 1261.53
Other Income 78.83 98.86
Total Revenue 5444.85 1360.39
Profit before depreciation finance costs & tax 106.09 36.32
Less: Depreciation 50.62 34.68
Finance Costs 3.53 0.25
Profit before tax 51.94 1.39
Tax Expense
Current tax 0.24 0.00
Deferred tax 16.20 (1.10)
Wealth tax 0.00 0.00
Profit after tax 35.50 2.49
Balance brought forward from previous year 30.26 27.76
Balance carried to balance sheet 65.74 30.26

2. Results of Operation and State of Company's Affairs

During the year under review the turnover of the company has increased fromRs1261.53lacs in the previous year to Rs 5366.02 lacs in the current year. The Profitbefore tax has increased from Rs 1.39 lacs in the previous year to Rs 51.94 lacs in thecurrent year. The Net Profit increased from Rs2.49 lacs in the previous year to Rs 35.50lacs in the current year. A detailed analysis of performance for the year has been coveredin the Management Discussion and Analysis which forms part of the Annual Report.

No material changes and commitments have occurred after the close of the year till thedate of this Report which affects the financial position of the Company.

There has not been any change in the nature of business of the Company

3. Dividend

In order to conserve the resources of Company your Directors do not recommend anydividend.

4. Transfer to Reserves

An amount of Rs 65.74 lacs is proposed to be retained in the Profit & Loss Account.

5. Management's Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations 2015 theManagement Discussion & Analysis forms part of the Annual Report.

6. Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act 2013 with respect to Director'sResponsibility Statement it is hereby confirmed that in the preparation of the AnnualAccounts:

a. The applicable accounting standards had been followed along with proper explanationrelating to material departures have been given;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the 31st March 2017 and of its profitfor the year;

c. Proper and sufficient care for the maintenance of provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. The annual accounts have been prepared on a going concern basis;

e. The directors have laid down internal financial controls to be followed by theCompany. Internal Financial Controls are adequate and were operating effectively;

f. Proper Systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

7. Corporate Governance

In accordance with the provisions of the SEBI (LODR) Regulations 2015 a separatereport on Corporate

Governance along withtheAuditors'Certificateon compliance of the conditions ofCorporate Governance forms part of the Annual Report.

8. Scheme of Arrangement between Company and Chandni Machines Private Limited

In order to bring more focused and concentrated efforts the management has decided todemerge the engineering division and the vest the same with its wholly owned subsidiaryviz. Chandni Machines Private Limited. The Company has obtained NOC from BSE Ltd and SEBIfor the draft Scheme of Arrangement. The application is filled with the National CompanyLaw Tribunal (NCLT). The NCLT has directed the Company to convene Shareholders meeting forapproval of the draft Scheme of Arrangement between Chandni Textiles EngineeringIndustries Ltd and Chandni Machines Private Limited and their respective shareholders andcreditors.

9. Consolidated Financial Statements

In accordance with the provisions of the Companies Act 2013 (Act) read with ScheduleIII to the Act and Rules made thereunder and the Listing Regulations the AuditedConsolidated Financial Statement are provided in the Annual Report which show thefinancial resources assets liabilities income profits and other details of theCompany its subsidiary after elimination of the minority interest as a single entity.

10. Subsidiary Company

As provided under section 136 of the Act the Balance Sheet Statement of Profit andLoss and other documents of the subsidiary company are not being attached with the BalanceSheet of the Company. The Company will make available free of cost the Audited FinancialStatement of the subsidiary company and the related detailed information to any member ofthe Company who may be interested in obtaining the same. The Financial Statements of thesubsidiary company will also be kept open for inspection at the

Registered Office of the Company and that of the respective subsidiary company. TheConsolidated Financial Statements presented by the Company include financial results ofits subsidiary company.

11. Internal Financial Controls

The Company has in place adequate internal financial controls with reference toFinancial Reporting which ensures adherence to the company's policies safeguarding of itsassets maintaining proper accounting records and providing reliable financialinformation. During the year such controls were tested and no reportable material weaknessin the design or operation was observed.

12. Risk Management Policy

The Company has formulated a Risk Management Policy to mitigate the risks. Major risksidentifiedby each of the businesses and functions are systematically addressed throughmitigation actions on a continuing basis and are reported periodically to the AuditCommittee and the Board. The details of the Risk Management functions are covered in thecorporate Governance Report.

13. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Amita J. Mehta Director retires by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board of Directors recommends her re-appointment. Mr. Jayesh R. Mehtawas re-appointed as Managing Director of the Company for a term of fiveyears with effectfrom April 1 2017 by the Board of Directors subject to the approval of the shareholderswhich is being sought at the ensuing Annual General Meeting.

None of the Directors is disqualified for appointment/ re-appointment under Section 164of the Companies Act 2013. As required by law this position is also reflected in the

All the Independent Directors on the Board have given a declaration of theirindependence to the Company as required under Section 149(6) of the Companies Act 2013The Composition of the Board meetings of the Board held during the year and theattendance of the Directors thereat have been mentioned in the Report on CorporateGovernance in the Annual Report.

As required under Section 203 of the Companies Act 2013 the Company has noted thatMr. J. R. Mehta

Managing Director Mr. Shailesh P. Sankav Chief Financial Officer and Ms. GayatriValan Company Secretary are the Key Managerial Personnel of the Company.

14. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 19 of the ListingRegulations 2015 the Board carried out an annual performance evaluation of its ownperformance and that of its Committees viz. Audit Committee Stakeholders' RelationshipCommittee and Nomination and Remuneration Committee and of the individual Directors.Directors were satisfied with the evaluation on different criteria.

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 the websiteof the company at the linkhttp://www.cteil.com/pdf/Familiarization%20Program%20of%20Independent%20Director.pdf

16. Nomination & Remuneration Policy

The Objective of the Policy a. To lay down criteria and terms and conditions withregard to identifying persons who are qualified to become Directors (Executive andNon-Executive) and persons who may be appointed in Senior Management and Key Managerialpositions and to determine their remuneration. b. To determine remuneration based on theCompany's size and financial position and trends and practices on remuneration prevailingin peer companies. c. To carry out evaluation of the performance of Directors d. Toretain motivate and promote talent and to ensure long term sustainability of talentedmanagerial persons and create competitive advantage.

17. Statutory Auditors

M/s Chandan Parmar & Co. Chartered Accountants the existing Statutory Auditorshave been in the office for a period of more than 10 years at the commencement of theCompanies Act 2013 which provides transition period of 3 years for appointing newStatutory Auditors.

Further as per the Companies (Removal of Difficulties0 Third Order 2016 dated June30 2016 of Ministry of Corporate Affairs the Company is required to appoint a newStatutory Auditor at the ensuing Annual General Meeting (AGM).

Based on the recommendation of the Audit Committee the Board of Directors haveapproved the appointment of M/s Ambavat Jain & Associates LLP Chartered Accountantsas Statutory Auditors of the Company for a period of Five (5) years from the conclusion ofensuing Thirty First AGM till the conclusion of Thirty Sixth

AGM subject to approval of the members at the ensuing AGM. Further the appointmentshall be ratified by the members at each AGM.

18. Secretarial Auditor

The Board has appointed M/s Ajay Anil Thorat & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year 2016-17as required under Section 204 of the Act and Rule made thereunder. The Secretarial AuditReport for the financial year 2016-17 is attached as

Annexure I to the Board's Report.

The Board has duly reviewed the Secretarial Audit Report and the observations andcomments appearing in the report.

The other observations & comments appearing in the report are self-explanatory.

19. Disclosures Audit Committee

The Audit Committee of the Board comprises of Mr. R.C. Garg (Chairman) Dr. BharatBhatia (Member) and Mr. V. G. Joshi (Member). For details please refer to CorporateGovernance Report attached to this report.

Vigil mechanism

The Vigil Mechanism Policy of the Company which also incorporates a Whistle BlowerPolicy in terms of the Listing Agreement/ SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 for directors and employees to report concern aboutunethical behavior actual or suspected fraud. Protected disclosures can be made by awhistle blower in writing to the Whistle Officer and under the said mechanism; no personhas been denied access to the Chairman of the Audit Committee.

The Vigil Mechanism Policy may be accessed on the Company's website at the linkhttp://www.cteil.com/pdf/ Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf

Number of Meetings of the Board

The Board met five times during the financial year 2016-17 the details of which aregiven in the Corporate

Governance Report that forms part of this Annual Report. The intervening gap betweenany two meetings was within the period prescribed by the Companies Act 2013 and ListingAgreement/ SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015.

Contracts and Arrangements with Related Parties

During the year the Company has not entered into any contracts/ arrangements with arelated party as specified under section 188 of the Companies Act 2013 except for paymentof

Director and KMP. Therefore disclosure in the Form AOC-2 is not required. The policymateriality of related party transactions and dealing with related party transactions isavailable on the Company's website at the linkhttp://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions%20Policy.pdf

Particulars of Loans Guarantees or Investments by the Company

The details of investments covered under the provisions of Section 186 of the CompaniesAct 2013 are disclosed in the Note No. 9 to the Financial Statement. The Company has notgiven any loans and guarantees under Section 186 of the Act during the Financial Year2016-17.

20. Conservation of Energy technology Absorption Foreign Exchange Earnings and Outgo

a) Conservation of Energy

i. Inspite of not being power intensive your company enforces strictdiscipline in reducing power consumption

ii. Idle running of machinery consuming high power is restricted to the loading andunloading cycles of the respective machines.

b) Technology Absorption

Your Company has not imported any technology for manufacture of machinery.

c) Foreign Exchange Earnings and Outgo
FY 2016-17 FY 2015-16
Total Foreign Exchange Outgo 20195085 2349052
Total Foreign Exchange earned (FOB) NIL 486281

21. Extract of Annual Return

In accordance with Section 134(3) (a) of the Companies Act 2013 Extract of AnnualReturn in the prescribed format is attached as Annexure II to the Board's Report.

22. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure III

There are no employees in receipt of the remuneration exceeding the limit prescribedunder Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

23. General

Yours Directors state that no reporting is required in respect of the following itemsas there were no transactions on these items during the year under review: a) Detailsrelating to Deposits covered under Chapter V of the Companies Act 2013 b) Issue of EquityShares with differential rights as to dividend voting or otherwise. c) Issue of SweatEquity Shares or Stock Option to employees of the Company. d) No significant and materialorders were passed by the regulators or courts or tribunals which impacts the goingconcern of status and Company's operation in future.

24. Yours directors further state that during the year under review there were nocases filed pursuant to the

Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013

25. Acknowledgement

Yours Directors wish to place on record their gratitude to the Company's businessassociates trade partners dealers customers shareholders vendors bankers (HDFC BankLtd Union Bank of India & Bank of India) technology providers and other stakeholdersfor the continued support and co-operation extended by them to the Company during theyear. Your Directors would like to express their sincere appreciation for the committedservices by the Company's executives staff and workers.

For and on behalf of the Board of Directors
Jayesh R. Mehta
Place: Mumbai (DIN:00193029)
Date: 14th August 2017 Chairman & Managing Director