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Chandni Textiles Engineering Industries Ltd.

BSE: 522292 Sector: Industrials
NSE: N.A. ISIN Code: INE713D01055
BSE 11:04 | 30 Jul 53.15 -1.20
(-2.21%)
OPEN

56.40

HIGH

56.40

LOW

51.55

NSE 05:30 | 01 Jan Chandni Textiles Engineering Industries Ltd
OPEN 56.40
PREVIOUS CLOSE 54.35
VOLUME 1175
52-Week high 72.00
52-Week low 35.85
P/E 885.83
Mkt Cap.(Rs cr) 86
Buy Price 53.10
Buy Qty 40.00
Sell Price 54.40
Sell Qty 26.00
OPEN 56.40
CLOSE 54.35
VOLUME 1175
52-Week high 72.00
52-Week low 35.85
P/E 885.83
Mkt Cap.(Rs cr) 86
Buy Price 53.10
Buy Qty 40.00
Sell Price 54.40
Sell Qty 26.00

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

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 34th Annual Report together with AuditedFinancial Statements for the year ended 31st March 2020 of CHANDNI TEXTILESENGINEERING INDUSTRIES LIMITED. The Financial Results of the Company have beensummarized and given below:

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

(In Rupees)

2019-2020 2018-2019
Revenue from operations 122688151 108647114
Other Income 6761853 6060924
Total Revenue 129450005 114708038
Profit before depreciation finance costs & tax 19843060 9801875
Less: Depreciation and Amortisation 13154582 6280316
Finance Costs 4674446 1493143
Profit before exceptional items and tax 2014032 2028414
Less: Exceptional Items - 47209
Profit before tax 2014032 1981206
Tax Expense
Current tax 380172 634684
Deferred tax 789457 (405103)
Profit after tax 844404 1751625
Other Comprehensive Income 3124 (28740)
Total Comprehensive Income for the Year 847527 1722884
Balance brought forward from previous year 15740046 13988421
Less: Effect of Adoption of IND AS (net of taxes) 1497837 Nil
Add: Profit for the year 844404 1751625
Balance carried to balance sheet 15086612 15740046

2. OPERATIONS OF THE COMPANY

Turnover of the company has increased from INR 10 86 47114/- as compared toprevious year to INR 12 26 88151/- in the current year.

The Profit before tax has increased from INR 1981206/- in the previous year toINR 2014032/- in the current year.

The Net Profit after tax decreased from INR 1751625/- in the previous year toINR 844404/- in the current year.

3. DIVIDEND

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

4. TRANSFER TO RESERVES

An amount of INR 15086612/- is proposed to be retained in the Profit & LossAccount.

5. CHANGE IN NATURE OF BUSINESS IF ANY

During the financial year there has been no change in the business of the company orin the nature of business carried by the Company during the financial year under review.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATED AND THE DATE OF THE REPORT

No material changes and commitments if any affecting the financial position of theCompany which have occurred between end of the financial year of the Company to which thefinancial statements relate and the date of the report.

7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March 2020 your Company does not have any subsidiary associate or jointventure companies.

8. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

There are no significant and material orders passed by the regulators/ courts thatwould impact the going concern status and the Company's operation in future.

9. 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 Jayesh Mehta Director retires byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board of Directors recommends her re-appointment which has beenannexed to this report as ‘AnnexureI'

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 theAuditor's Report.

The 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.

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.

As required under Section 203 of the Companies Act 2013 the Company has noted thatMr. Jayesh Ramniklal Mehta Managing Director; Mr. Shailesh Pandurang Sankav ChiefFinancial Officer and Ms. Khushboo Shah Company Secretary and Compliance Officer are theKey Managerial Personnel of the Company during the year.

** Ms. Khushboo Shah has resigned from the position of Company Secretary and ComplianceOfficer w.e.f 11.01.2020.

10. NUMBER OF MEETINGS OF THE BOARD

During the year under review Five Board Meetings were conducted. The composition ofthe Board and other details relating to the Board meetings has been provided in theCorporate Governance Report. The gap between two Board Meetings did not exceed 120 days asper Section 173 of the Companies Act 2013.

11. COMMITTEE

The Company has duly constituted the following mandatory Committees in terms of theprovisions of the Companies Act 2013 read with rules framed thereunder viz.

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

The composition of all such Committees number of meetings held during the year underreview brief terms of reference and other details have been provided in the CorporateGovernance Report which forms part of this Annual Report. All the recommendations made bythe Committees were accepted by the Board.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors to the best oftheir knowledge hereby state and confirm that:

in the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed and there are no materialdepartures.

the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the 31st March 2020 and of itsprofit for the year;

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;

the Directors have prepared the annual accounts on a going concern basis;

the Directors have laid down internal financial controls to be followed by the Companyand such Internal Financial Controls are adequate and were operating effectively; and

the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

13. 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 view of COVID-19 outbreak the Ministry of Corporate Affairs vide their Circular No.11/2020 had granted relaxation for not holding separate meeting of Independent Directors.Hence the Company could not convene Independent Director's separate meeting in terms ofSchedule IV to the Companies Act 2013.

14. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 to 76of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the year under review and there are no outstanding deposits which are pending forrepayment.

15. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following a policy with respect to appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel. The appointment ofDirectors on the Board is subject to the recommendation of the Nomination and RemunerationCommittee (NRC). Based on the recommendation of the NRC the remuneration of ExecutiveDirector is fixed in accordance with the provisions of the Company's Act 2013 whichcomprises of Basic Salary Perquisites Allowances and Commission. The Remuneration ofNon-Executive Directors comprises of sitting fees in accordance with the provisionsCompanies Act 2013.

The criteria for appointment of Board of Directors and Remuneration Policy of yourCompany are placed on the website of the Company www.cteil.com

16. EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013; the Nomination and RemunerationCommittee formulated the criteria for evaluation of the performance of the Board ofDirectors its various Committees constituted as per the provisions of the Companies Act2013 and individual directors. Based on that the Board of Directors carried out an annualevaluation of its own performance and of its various Committees viz. Audit CommitteeNomination and Remuneration Committee Stakeholder Relationship Committee and expressedtheir satisfaction with its performance and performance of its Committees. The Board ofDirectors also evaluated the performance of individual Director on the basis ofself-appraisal and expressed their satisfactory performance. The Board of Directors alsocarried out an annual performance evaluation of its Independent Directors and expressedtheir satisfaction with their functioning / performance.

17. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed M/s Anjana Manseta & Co Practicing Company Secretaries to conduct theSecretarial Audit of the Company for the financial year 2019-2020. The report is attachedherewith as ‘Annexure II' to the Board's Report.

M/s Anjana Manseta & Co Practicing Company Secretaries in their Secretarial AuditReport have made certain qualifications. The auditor's qualifications and Boardsexplanation thereto are summarized as under:

AUDITOR'S QUALIFICATION BOARD'S EXPLANATION
We have noticed that there was a resignation of company secretary on 11 January 2020. 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.

18. EXTRACT OF ANNUAL RETURN

The details forming part of extract of the Annual Return in Form MGT-9 in accordancewith Section 92(3) of The Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 has been annexed with this report as ‘Annexure III'. Alsoas required under amended Section 134(3) (a) of the Act amended through CompaniesAmendment Act2017 effective from 31st July 2018 the Company will place itsAnnual Return as on 31st March 2020 on its website viz. www.cteil.com withinthe prescribed time.

19. AUDITORS

STATUTORY AUDITORS

M/s Ambavat Jain & Associates LLP Chartered Accountants (Firm Registration No.:109681W) were appointed as Statutory Auditors of the Company for a period of Five (5)years till the conclusion of Thirty Sixth Annual General Meeting of the Company.

20. STATUTORY AUDITORS REPORT

The Auditors Report on Standalone Financial Statements for the financial year 2019-2020 issued by M/s Ambavat Jain & Associates LLP Chartered Accountants does notcontain any qualification observation disclaimer reservation or adverse remark.

21. PARTICULARS OF LOAN GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIESPROVIDED UNDER SECTION 186 OF THE ACT

The details of investments covered under the provisions of Section 186 of the CompaniesAct 2013 are disclosed in Note No. 4 to the Financial Statements. The Company hasnot given any loans and guarantees under Section 186 of the Act during the Financial Year2019-2020.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements entered into by the company with relatedparties referred to in sub-section (1) of Section 188 of the Companies Act 2013 aredisclosed in Form AOC-2 pursuant to section 134(3) (h) of the Companies Act 2013 readwith Rule 8(2) of the Companies (Accounts) Rules 2014 is set out as ‘Annexure IV'to this report. All related party transactions are presented to the Audit Committee andthe Board. The company has framed a Policy on Related Party Transactions. The policy onrelated party transaction can be accessed on the website of the Company www.cteil.com

23. RISK MANAGEMENT

The Company has a risk management frame work for identification assessment andmitigation of risks. This framework essentially creates transparency and minimize the riskand adverse impact on the business objectives and enhances the Company's competitive edge.This frame work consists of various risk models helping in indentifying risk risk trendsexposure and potential influence analysis is separately for various business segments andat various levels of the Company.

Based on the operations of the Company new risks if any are identified appropriatesteps are taken to mitigate them. Our internal control encompasses various managementsystem structures of organisation standard and code of conduct which all put togetherhelp in managing the risks associated with the Company.

24. AUDIT COMMITTEE

As on 31st March 2020 the Audit Committee of the Board of Directors of the Companycomprises of 3 (three) members namely:

1. Mr. Bharat Sugnomal Bhatia

2. Mr. Rameshchand Garg [CHAIRMAN] 3. Mr. Vasant Gaurishankar Joshi

The Board accepted the recommendations of the Audit Committee whenever made by theCommittee during the year.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a proper and adequate system of internal controls. This ensures thatall assets are safeguarded and protected against loss from unauthorized use or dispositionand those transactions are authorised recorded and reported correctly. An extensiveprogramme of internal audits and management reviews supplements the process of internalcontrol. Properly documented policies guidelines and procedures are laid down for thispurpose. The internal control system has been designed to ensure that the financial andother records are reliable for preparing financial and other statements and formaintaining accountability of assets. The Company has in place adequate internal financialcontrols with reference to financial statemnts.

In accordance with Rule 8(5) (viii) of Companies (Accounts) Rules 2014 it is herebyconfirmed that the Internal Financial Controls are adequate with reference to thefinancial statements.

26. ESTABLISHMENT OF VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism of reporting illegal or unethical behavior. The Company has a vigilmechanism/ whistle blower policy wherein the employees are free to report violation oflaws rules regulations or unethical conduct to their immediate supervisor or such otherperson as may be notified by the management to the work groups. The confidentiality ofperson reporting violation is maintained and he is not subjected to any discriminatorypractice.

The Company has a Whistle Blower Policy to report genuine concerns or grievancesdetrimental to the interest of the Company. The Vigil Mechanism / Whistle Blower Policy isavailable on the website of the Company www.cteil.com

27. CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from Practicing CompanySecretary of the Company confirming of corporate governance requirements as stipulatedunder Regulation 27 of SEBI (LODR) Regulations forms part of this Annual Report.

28. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has in place Anti Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. The company has provided a safe and dignified work environment for employeewhich is free of discrimination. The objective of this policy is to provide protectionagainst sexual harassment of women at workplace and for redressal of any such complaintsof harassment.

Pursuant to requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder it ishereby declared that the Company has not received any complaint of sexual harassmentduring the year under review.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOAS STIPULATED UNDER SECTION 134(3) (M) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OF THECOMPANIES (ACCOUNTS) RULES 2014

a) Conservation of Energy

Technology up gradation modernization and the introduction of control instrumentationare practiced realizing the full potential of energy conservation in our organization. TheCompany does a continual improvement for optimum utilization of resources to ensureminimize consumption of energy water natural resources while maximizing productionvolumes in eco friendly manner.

b) Technology Absorption

Your Company has not imported any technology for manufacture of textiles yarn orplastic crates.

c) Foreign Exchange Earnings and Outgo

FY 2019-2020 FY 2018-2019
Total Foreign Exchange Outgo 752325 106095
Total Foreign Exchange earned (FOB) NIL NIL

30. PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 197 of the Act read with Rules5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are set out in ‘Annexure V' to the Directors' Report. There areno employees employed throughout the financial year who was in receipt of remuneration ofINR 1.02 crore or more or employed for part of the year and in receipt of INR 8.5 lakh ormore a month as mentioned under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of SEBI (LODR) Regulations is presented in a separatesection forming part of this Annual Report attached as ‘Annexure VI'

32. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN SECURITIES

During the year Company has amended the Code of Conduct for Prevention of InsiderTrading in Securities ("Code") in accordance with SEBI (Prohibition of InsiderTrading) Amendment Regulations 2018 which is effective from April 01 2019. The amendedCode is uploaded on the website of the Company. The objective of the Code is to protectthe interest of shareholders at large to prevent misuse of any unpublished pricesensitive information and to prevent any insider trading activity by dealing in shares ofthe Company by its Directors Designated Persons and employees. Ms. Khushboo Lalit Shahwas the Compliance Officer under the Code (She Resigned on 11.01.2020).

33. REPORTING OF FRAUD BY THE AUDITORS

Pursuant to the provisions of Section 143 (12) of the Companies Act 2013 no instanceof fraud has been reported by the auditors against the Company.

34. INSIDER TRADING CODE

In compliance with the SEBI regulations on prevention of insider trading the Companyhas instituted a comprehensive Code of Conduct for regulating monitoring and reporting oftrading by Insiders. The said Code laid down guidelines which advised them on proceduresto be followed and disclosures to be made while dealing with shares of the Company andcautioned them on consequences of non-compliance. Further the Company has put in place aCode of practices and procedures of fair disclosures of unpublished price sensitiveinformation. Both the aforesaid Codes are in lines with the Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations 2015. The code of conduct of thecompany for prevention of insider trading is placed at the website of the company.

35. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1and SS-2 issued by Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118 (10) of the Act during the year under Report.

36. CAUTIONARY STATEMENT

Statements in Annual Report including those which relate to Management Discussion and

Analysis describing the Company's objectives projections estimates and expectationsmay constitute ‘forward looking statements' within the meaning of applicable laws andregulations.

Although the expectations are based on reasonable assumptions the actual results mightdiffer.

37. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all employees for their enormousefforts at the individual level as well as their collective contribution to the Company'sperformance. The Directors would also like to thank the shareholders customers dealerssuppliers bankers Government and all the other business associates for the continuoussupport given by them to the Company and their confidence in management.

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