Chandra Prabhu International Ltd.
|BSE: 530309||Sector: Others|
|NSE: N.A.||ISIN Code: INE368D01017|
|BSE 00:00 | 29 May||15.20||
|NSE 05:30 | 01 Jan||Chandra Prabhu International Ltd|
Chandra Prabhu International Ltd. (CHANDRAPRINTL) - Director Report
Company director report
To the Members of Chandra Prabhu International Ltd.
Your Directors are pleased to have this opportunity to report onCompany's progress during the year Financial Year 2018-19 and to submit the 34th AnnualReport & Audited Financial Statements (Standalone & Consolidated) comprised ofBalance Sheet as on 31 March 2019 and Profit & Loss Account for the period ended on31 March
Keeping in view the current financial position and future workingcapital requirements of the Company the Board has recommended Re. 0.50 per equityshare as Final Dividend for the financial year ending on 31 March 2019.Dividend onequity shares if approved by the members would involve a cash outflow of Rs. 18.49lakhs excluding dividend tax .The total dividend on equity shares including dividendtax for FY 2018-19 would aggregate to Rs. 22.29 Lakhs resulting in a payout of 6.48Percent of the standalone profit s of the Company.
TRANSFER TO RESERVE
The closing balance of the retained earnings of the Company for FY2018-19 after all appropriation and adjustments was Rs. 77281776 (Rupees Seven CroreSeventy Two Lakh Eighty One Thousand Seven Hundred Seventy Six Only)
During the year the performance of the Company was good and promisingand the turnover during the year was Rs. 9042.46 lakhs as against Rs. 5952.76lakhs in the previous year indicating a increment of about 51.90 % over the last year.The year under review resulted in Profit after Tax(PAT) attributable to shareholders of Rs.343.86lakhs which was mainly due to increased turnover/sales of coal and agro commodities ascompared to loss of Rs. (411.60) lakhs during the previous year. The management isoptimistic on the performance of the Company in future and a detailed discussion isprovided under Management discussion and analysis report.
On consolidated basis the revenue from operation for financial year2018-2019 is Rs. 9112.73 lakhs higher by 37.51% over the previous year's revenue ofRs.6626.72 lakhs. The Profit after tax (PAT) attributable to shareholdersfor FY 2018- 2019 is Rs. 336.42 lakhs as compared to loss of Rs. (408.40) lakhsrespectively.
HUMAN RESOURCE DEVELOPMENT
Human Resource is not only an integral part of any organisation butalso strive its success and growth. The Company believes that human resources are the keyresources and integral part the organisation and endeavours to create a culture ofopenness and empowerment amongst its employees and provide good career development.
Your Company believes in trust transparency & teamwork to improveemployees productivity at all levels and is committed to the welfare of the employees andtheir families by putting review and reward system in place.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There is no material changes noted and observed by the Board of theCompany which have occurred between the close of the financial year on March 31 2019 towhich the financial statement relates and the date of this report. Apart from writing offof some of its fixed assets amounting to Rs.165382/-(Rupees One Lakh Sixty FiveThousand Three Hundred Eighty Two Only ).
SUBSIDIARY AND ASSOCIATES COMPANIES
The Company has only one wholly owned subsidiary of the Company namely M/s.Alsan Rubber & Chemicals Private Limited (CIN: U52100DL1995PTC068763) [ARCPL] ason March 31 2019. ARCPL is mainly engaged in the business of trading of rubbers.During the year under review ARCPL registered revenue from operations of Rs. 70.27lacs as compared to a revenue of Rs. 673.96 lacs in financial year 2017-18.There was a loss of (Rs. 7.45lacs) for the year under review as against profit of Rs.2.853lacs for the previous year. There has been no material change in the nature ofthe business of the subsidiaries.
There are no associate companies or joint venture companies within themeaning of section 2(6) of the Companies Act 2013 ("Act").
Pursuant to provisions of section 129(3) of the Act a report on theperformance and financial position of the Company's aforesaid subsidiary is annexed in theprescribed Form AOC-1 to this Report as 'Annexure I'
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:
i) in the preparation of the annual accounts the applicable Indianaccounting standards had been followed along with proper explanation relating to materialdepartures;
ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2018-19.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 and 152 of theCompanies Act 2013 and Rules made there under as amended from time to time and Regulation17 of the SEBI (LODR) Regulations 2015 Mr. Prakash Goyal Mr. Nishant Goyal was appointedas independent director in the Annual General Meeting held on 30 September 2014 of thecompany. They have submitted a declaration that each of them meets the criteria ofindependence as provided in section 149(6) of the Act & SEBI (LODR) Regulations 2015and there has been no change in the circumstances which may affect their status asindependent director during the year.
There has been changes in the key managerial personnel during theFinancial year 2018-19. Mr. Jagdish Jhunjhunwala resigned from the post of Director of thecompany w.e.f.4 June2018 .
Further Mr. Jitendra Kumar Mishra was appointed as an AdditionalDirector pursuant to section 161 of the Companies Act 2013 w.e.f August 14 2018 andfurther designated as an Independent Director pursuant to provision of Section 149 150and 152 of the Companies Act 2013 and the Companies (Appointment and Qualification ofDirectors) Rules 2014 and pursuant to SEBI (LODR) Regulations 2015.He was furtherregularised as Independent Director of the company by approval of members at 33 AnnualGeneral Meeting held on 28 September 2018 . He has also submitted a declaration that hemeets the criteria of independence as provided in sec 149 (6) of the act & SEBI (LODR)Regulations 2015. He has also submitted a declaration that he meets the criteria ofindependence as provided in section 149(6) of the Act & SEBI (LODR) Regulations 2015.
Further Mr. Akash Jain also resigned from the post of Joint ManagingDirector of the company w.e.f 7 February 2019 during the Financial year 2018-19 .
KEY MANAGERIAL PERSONNAL (KMP)
Mr. Gajraj Jain Chairman Cum Managing Director Mr. Amar Singh ChiefFinancial Officer Mrs. Mansi Mehta Company Secretary and Compliance Officer are the KeyManagerial Personnel as per the provision of Section(s) 2(51) 203 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company met 9 (Nine) timesduring the Financial year ended March 31 2019 i.e.
on 16 April 2018 29 May 2018 4 June 2018 14 August 2018 29August 2018 28 September 2018 14 November 2018 07 Feb 2019 and 06 March 2019respectively. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and Regulation 17(2) of the Listing obligations & Disclosure Requirements ofSEBI.
The board of directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on January 52017
The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.
In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
The report on Corporate Governance as stipulated in SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 as integral part of this AnnualReport.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERALMEETING
The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS>
The Company's policy on directors' appointment and remuneration andother matters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the directors' report.
The board on recommendation of Nomination and Remuneration Committeeapproved Remuneration Policy for Director KMP and Senior Management Employee are alsoavailable at the website of the company i.e. www.cpil.com .
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integralpart of our culture. While we need to accept a level of risk in achieving our goals soundrisk management helps us to make the most of each business opportunity and enables us tobe resilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks earlyand addressing them in ways that manage uncertainties minimize potential hazards andmaximize opportunities for the good of all our stakeholders including shareholderscustomers suppliers regulators and employees. Risks can be broadly classified asStrategic Operational Financial and Legal/Regulatory.
In accordance with the requirements of the Companies Act 2013 and SEBI(LODR) Regulations 2015the Company has adopted risk management policy approved by Boardof Directors and established a risk management framework to identify mitigate and controlthe risk and threatens of risk.
INTERNAL CONTROL SYSTEMS
The Company's internal control systems are audited by B. Rattan andAssociates. The Internal Auditor independently evaluates the adequacy of internalcontrols and reviews major transactions. The Internal Auditor reports directly to theAudit Committee to ensure complete independence.
Detailed composition of the mandatory Board Committees viz. AuditCommittee Nomination and Remuneration Committee Stakeholder Relationship Committee andno. of meetings held during the year under review and other related details are set out inthe Corporate Governance Report which forms a part of this Report.
The role terms of reference authority and powers of the AuditCommittee are in conformity with Section 177 of the Companies Act 2013 read withRegulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.The details of which are given in the Corporate Governance Report. The Committee metperiodically during the year and had discussions with the auditors on internal controlsystems and internal audit report.
STATUTORY AUDITORS & THEIR REPORT
Pursuant to the provisions of section 139 of the Act and the rulesframed there under the company at its AGM held on 16 September 2017appointed M/sMittal Garg Gupta & Co. Chartered Accountants as the statutory auditor for a termof 5 (Five) consecutive years from the conclusion of the 32 annual general meeting uptothe conclusion of 37 annual general meeting to be held in the year 2022subject toratification of their appointment by members at every AGM if so required under the act.The requirement to place the matter relating to appointment of auditors for ratificationby members at every AGM has been done away by the Companies ( Amendment) Act 2017enforced on 7 May 2018 by the Ministry Of Corporate Affairs .Accordingly no resolution isbeing proposed for ratification of appointment of statutory auditors at the ensuing AGMand a note in respect of same has been included in the Notice for this AGM.
SECRETARIAL AUDITORS & THEIR REPORT:
In terms of Section 204 of the Companies Act 2013 and Rules framedthere under and on the recommendation of the Audit Committee the Board of Directors ofthe Company have voluntarily appointed M/s. KKS & Associates Company Secretariesas the Secretarial Auditor of the Company for the financial year 2018-2019. The Companyhas received consent from M/s. KKS & Associates Company Secretaries for theirappointment. Further his secretarial audit report is annexed as Annexure-IV tothis Report in prescribed Form MR-3.
M/S B. Rattan and Associates Chartered Accountant continue to bethe Internal Auditors of your company for the financial year 2018-19.
QUALIFICATIONS IN AUDIT REPORTS
There is no qualification disclaimer reservation or adverse remark ordisclaimer made either by the statutory auditors in his report and by the companysecretary in practice (Secretarial Auditor) in his secretarial audit report.
DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD
The Company is not required to maintain the cost record as specified bythe Central Government under sub-section
(1) of section 148 of the Companies Act 2013.
The Company has improved tremendously from its last year performanceand is optimistic to improve its overall performance with the existing trading portfolioof synthetic rubber Coal and agro products. And the company shall endeavor to capitalizefurther its trading portfolio. The Company's has also entered into business of all kindsof infrastructure projects and is progressing steadily Further management of the companyis evaluating various suitable prospects. On successful implementation of future projectsand on the strength of its existing product portfolio operational efficiency and enhancednetwork the management on overall basis expects a robust growth and enhanced marketshare. The Board expects that the Company will continue to improve its overall performanceand excel to enhance the profitability of the Company in the present economic scenarioand huge potential demand of these products in the Indian market via its strategycompetency operational efficiencies and new line of activity on its successfulimplementation.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129(3) of the Companies Act 2013 andRegulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 entered into with the Stock Exchanges the consolidated Financial Statements of theCompany including the financial detail of the subsidiary Company of the Company formspart of this Annual Report .The Consolidated Financial Statements have been prepared inaccordance with the Indian Accounting Standards issued by the Institute of CharteredAccountants of India.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Boardhas adopted vigil mechanism in the form of Whistle Blower Policy to deal with instancesof fraud or mismanagement if any. The Policy can be accessed at the website of thecompany.
RELATED PARTY TRANSACTIONS
All Related Party Transactions are placed before the Audit Committeeand also the Board/Members for their approval wherever necessary. The related partytransactions entered during the financial year were on an arm's length basis and were inthe ordinary course of business.
Except the contracts/arrangements or transactions entered into by theCompany with the related parties referred to in sub section (1) of Section 188 ofthe Companies Act 2013 during the course of business but which were not at arm's lengthbasis .The details of the same are annexed herewith as "Annexure-II" inthe prescribed Form AOC-2. There were no materially significant related partytransactions during the financial year except with wholly owned subsidiary as mentioned inAOC-2.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to formulate Corporate SocialResponsibility(CSR) Policy and Committee as it does not
fulfill the criteria specified under Section 135 of the Companies Act2013.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS
AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the non executivedirectors vis-a-vis the company along with criteria for such payments and disclosures onthe remuneration of directors along with their shareholding are disclosed Form MGT-9which forms a part of this Report and Corporate Governance Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
There is no relationship between directors inter se during theFinancial Year 2018-19. Except as on date there is interse relation between Mr. GajrajJain Chairman Cum Managing Director of the company who is father of Mr. Akash Jain JointManaging Director (who resigned during the year w.e.f 07 February 2019) and husband ofMrs. Hemlata Jain Woman Director of the Company.
The paid up Equity Share Capital as on March 31 2019 was Rs.36980000/-. During the year under review the Company has not issued any shares withdifferential voting rights nor granted stock options nor sweat equity. As on March 312019 no other director holds any share in the Company except Mr. Akash Jain JointManaging Director(resigned from directorship w.e.f 07 February 2019) continues holds345000 (9. 33%) Equity shares of the Company Mrs. Hemlata Jain Woman Director of thecompany holds 669820 (18.113%) Equity shares of the Company and Gajraj Jain in HUFCapacity holds 181350(4.90%)Equity Shares.
The Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Notice. Thisis pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Rules 2014 and Regulation 44 of SEBI (Listing Obligations& disclosure Requirements) Regulations 2015. The instruction(s) for e-voting forensuing Annual General Meeting is also provided with notice to shareholders of this AnnualReport.
EXTRACT OF ANNUAL RETURN
As required under Section 92 (3) read with Rule 12 of Companies(Management & Administration) Rules 2014 the extract of the Annual Return in theprescribed Form MGT- 9 is annexed herewith as "Annexure III".
Link of same also available on website of the company i.ewww.cpil.com
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate in securities by the Directors and designated employees ofthe Company. The Code prohibits the purchase or sale of Company shares by the Directorsand the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. The Code of Conduct to regulate monitor and report Insider trading is uploaded onthe Company's website: www.cpil.com
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in respect to Conservation of Energy technologyabsorption foreign exchange earnings and outgo pursuant to Rule 8 of the Companies(Accounts) Rules 2014 is as follows:-
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules1975 in respect of Managerial PersonnelDirectors and Employees of the Company is furnished in Annexure V.
During the year the Company has not received any Deposits from publiccovered under Chapter V of the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In terms of Section 134 (3) (g) towards inclusion of the details ofparticulars of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 & Rules made there under in this report the same aregiven in the notes to the Financial Statements.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In accordance with the provisions of the Sexual Harassment of Women atthe Workplace (prevention Prohibition & Redressel) Act 2013 and the Rules framedthere under for prevention and redressal of complaints of sexual harassment at workplacealong with a structured reporting and redressal mechanism. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under the saidAct. There were no complaint regarding sexual harassment by any women employees(permanent contractual temporary trainees) who are covered under this policy till thedate of this report.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSUREREQUIREMENTS)
The company's equity shares continue to be listed on the BombayStock Exchange (BSE) Mumbai which has nationwide trading terminals. The company haspaid the Annual Listing Fees to BSE for the Financial Year 2018-2019.
Your Directors place on record their warm appreciation of theassistance and cooperation extended by various Government Departments Authorities andBusiness Partners etc. Your Directors also place on record their deep appreciation of thesupport provided by the Bankers associated with the company.
Your company's employees are instrumental to your company achievinghigher business goals. Your directors place on record their deep admiration of thecommitment and contribution of your company's employees. Your support as shareholders isgreatly valued. Your directors thank you and look forward to your continuance support.
For and on behalf of the board of directors Chandra PrabhuInternational Ltd.
Date : August 28 2019
Place : New Delhi