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Chandra Prabhu International Ltd.

BSE: 530309 Sector: Others
NSE: N.A. ISIN Code: INE368D01017
BSE 13:55 | 10 Aug 215.20 -12.35
(-5.43%)
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NSE 05:30 | 01 Jan Chandra Prabhu International Ltd
OPEN 240.00
PREVIOUS CLOSE 227.55
VOLUME 29616
52-Week high 301.00
52-Week low 113.30
P/E 3.70
Mkt Cap.(Rs cr) 80
Buy Price 214.50
Buy Qty 21.00
Sell Price 215.10
Sell Qty 300.00
OPEN 240.00
CLOSE 227.55
VOLUME 29616
52-Week high 301.00
52-Week low 113.30
P/E 3.70
Mkt Cap.(Rs cr) 80
Buy Price 214.50
Buy Qty 21.00
Sell Price 215.10
Sell Qty 300.00

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 2020-21 and to submit the 36th AnnualReport & Audited Financial Statements (Standalone) comprised of Balance Sheet as on 31March 2021 and Profit & Loss Account for the period ended on 31 March 2021.

FINANCIAL RESULTS

Amount in Lacs

Particulars Standalone
2020-21 2019-20
Turnover/ Income from operations 22581.67 11913.26
Other Income 20.86 3.26
Profit/(Loss) before tax finance cost & depreciation 908.25 357.37
Finance Cost 68.50 77.21
Depreciation 7.25 9.59
Exceptional items ( income) 0.00 (10.00)
Profit/(Loss) before tax 832.50 260.57
Current Tax 234.85 45.88
Tax Adjustments for earlier years (0.06) 0.22
Deferred Tax 26.70 23.88
MAT Credit Entitlement - -
Other Adjustments - -
Profit/(Loss) After Tax 571.01 190.59
Add/(Less):Other Comprehensive Income (net of taxes) 0.97 0.35
Total Comprehensive Income/ (Expenses) for the year 571.98 190.94

DIVIDEND

Keeping in view the overall financial position of the Company theBoard has recommended as Final Dividend of Rs. 1.00 per equity share (10% of the FaceValue of Rs. 10/- each) for the financial year ending on March 31 2021 subject toapproval of the shareholder in the ensuing Annual General Meeting. Dividend on equityshares if approved by the members would involve a cash outflow of Rs. 36.98 Lacs.

TRANSFER TO RESERVE

The closing balance of the retained earnings of the Company for FY2020-21 after all appropriation and adjustments was Rs. 151345829 (Rupees FifteenCrore Thirteen Lacs Forty Five Thousands Eight Hundred Twenty Nine Only).

COMPANY'S PERFORMANCE

During the year under review the performance of the Company hasregistered tremendous growth and the turnover / revenue from operation during the year wasRs. 22581.67 lakhs as against Rs. 11913.26 lakhs in the previous yearindicating a increment of about 89.55 % over the last year. The year under review resultedin Profit after Tax (PAT) attributable to shareholders of Rs. 571.01 lakhs whichwas mainly due to increased turnover/sales of coal as compared to Profit of Rs. 190.59lakhs during the previous year. The management is optimistic on the performance of theCompany in future to maintain the growth momentum and a detailed discussion is providedunder Management discussion and analysis report.

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 carrier 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.

COMPANY'S AFFAIRS

Chandra Prabhu International Ltd. is a well known name engaged mainlyin the business of trading of Coal Synthetic Rubber and Agro Foods from last many years.Over the years Chandra Prabhu International Ltd. has built a formidable reputation ofbeing a completely professionally managed Company where customer satisfaction is ofparamount consideration.

COVID-19 PANDEMIC

The Covid-19 pandemic is redefining global health crisis of recenttimes and is spreading rapidly across the globe.

The bigger challenge is that it is not a mere health crisis and ishaving an unprecedented impact on Indian and global business environment. The Company hastaken all necessary measures in terms of mitigating impact of the challenges being facedin the business due to the Covid-19 pandemic. The Company has also provided the facilityto the employees of functioning of operations the Corporate Office to Work from Home underthe 'work from home policy' as per the guidelines of the Government. Subsequently theCorporate office of the Company has resumed functioning with lower strength of staff bycomplying all the norms related to social distancing wearing of face Mask propersanitization and hygiene.

COVID-19 is an unprecedented challenge. The lockdown gave India time tomake a concerted effort to flatten the outbreak curve towards the end of the firstquarter after which the demand picked up due to opening of the economic activities acrossthe nation. During this difficult year the Company ensured sufficient liquidity on handunused bank lines to meet its liabilities as and when they fall due.

India is currently experiencing a massive second wave of Covid-19infections with partial lockdowns and restrictions compared to the first wave. Hence weexpect no major changes in the economic activities. At all times physical health andemotional wellbeing of our employees and business partners remain of foremost importanceto the Company and all efforts have been taken to mitigate impact in our operations. Inresponding to this crisis our primary objective has been to ensure the safety of ouremployees to deliver our contractual and customer commitments and put in placemechanisms to protect the financial wellbeing of the Company.

Your company has considered possible effects that has been impacted dueto COVID–19 in the preparation of Audited Annual Accounts for 2020-21. Revenue andtrading affected due to lockdown declared by appropriate Government (s) but with graduallifting of lockdown in phased manner Revenue and trading picked up gradually as a resultoverall performance improved.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

Except as disclosed elsewhere in this Annual Report there have been nomaterial changes and commitments which can affect the financial position of the Companybetween the closing of the financial year of the Company i.e. 31 March 2021 till the dateof this report.

As required under Section 134(3) of the Act the Board of Directorsinforms the members that during the financial year there have been no material changesexcept as disclosed elsewhere in the Annual Report.

CHANGE IN THE NATURE OF THE BUSINESS

During the period under review there is no change in the nature of thebusiness of the Company.

SUBSIDIARY AND ASSOCIATES COMPANIES

There is no subsidiary associate or joint venture of the Company.

Therefore Pursuant to provisions of section 129(3) details regardingsubsidiaries/associates in the prescribed Form AOC-1 are not required to beattached.

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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

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 2020-21.

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 the board of directors shall have an optimumcombination of executive and non-executive directors with at least one woman director .TheCompany has Mr. Prakash Goyal Mr.Nishant Goyal and Mr. Jitendra Kumar Mishra asindependent director along with Mrs. Hemlata Jain as Woman Director of the company.

During the Financial year 2020-21 Mr.Nishant Goyal resigned from thepost of Independent Director of the company w.e.f 20 June 2020.

Further Mr. Prakash Goyal Independent Director of the Company ceasedfrom the directorship due to demise on May 01 2021 and the Board of Directors of theCompany had appointed Mr.Tilak Raj Goyal as Additional Director (Non –ExecutiveIndependent) of the Company dated June 25 2021 whose appointment is being recommended byway of Notice of AGM.

Mrs. Hemlata Jain (DIN: 00049212) Director of the company retires byrotation at the forthcoming Annual General Meeting in accordance with the provisions ofthe Companies Act 2013 and being eligible offer herself for the reappointment.

The Company has received declarations from all the Directors confirmingthat they are not disqualified/ debarred from being appointed/ reappointed as Director.

KEY MANAGERIAL PERSONAL (KMP)

Mr. Gajraj Jain Chairman Cum Managing Director Mr. Amar Singh ChiefFinancial Officer Ms. Komal 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.

Further the Company had re-appointed Mr. Gajraj Jain as Chairman cumManaging Director in its 34 Annual General Meeting held on 28 September 2019 for theperiod of three years w.e.f 17 April 2020 and the board of Directors in its board Meetingheld on 20 June 2020 had appointed Ms. Komal as Company Secretary & ComplianceOfficer of the Company w.e.f 20 June 2020.

DECLARATION GIVEN BY AN INDEPENDENT DIRECTOR(S) UNDER SECTION 149(6) OFTHE COMPANIES ACT 2013

Pursuant to the provision of Section 149(7) of the Act read withRegulation 25(8) of the Listing Regulation the Company has received a declaration fromeach of the Independent Director that they meets the criteria of independence as providedunder section 149(6) of the Act & SEBI (LODR) Regulations 2015 and there has been nochange in the circumstances which may affect their status as independent director duringthe year.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of your Company met 8(Eight) timesduring the Financial year ended March 31 2021 i.e. on 20th June 2020 7th August 202029th September 2020 16th October 2020 06th November 202029 December 2020 20thJanuary 2021 and 23rd March 2021respectively. The details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and Regulation 17(2) of the SEBI (Listingobligations & Disclosure Requirements) Regulation 2015

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2020-21 the meeting of Independent Directorwas held on 20 January 2021 to review the performance of Non Independent Director. TheIndependent Directors reviewed the performance of non-independent directors and the Boardas a whole the performance of the Chairman of the Company taking into account the viewsof Executive Directors and Non-Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION

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 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 theboard 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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Corporate Governance and Management Discussion andAnalysis Report as stipulated in SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is integral part of this Annual Report along with the requiredCertificate from Practicing Company Secretary regarding compliance of the conditions ofCorporate Governance.

In compliance with Corporate Governance requirements as per the SEBIListing Regulations your Company has formulated and implemented a Code of Conduct for allBoard members and senior management personnel of the Company who have affirmed thecompliance thereto.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERALMEETING

The Institute of Company Secretaries of India has currently mandatedcompliance with the Secretarial Standards on board meetings and general meetings. Duringthe year under review 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

Company's policy on directors' appointment and remuneration and othermatters 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 has an internal control system commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor as appointed by the company monitors and evaluatesthe efficacy and adequacy of internal control systems in the Company. Based on the reportof internal auditor process owners undertake corrective action in their respective areasand thereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees viz. AuditCommittee Nomination and Remuneration Committee Stakeholder Relationship CommitteeCorporate Social Responsibility Committee and no. of meetings held during the year underreview and other related details are set out in the Corporate Governance Report whichforms a part of this Report.

AUDIT COMMITTEE

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.

NOMINATION & REMUNERATION COMMITTEE

The role terms of reference authority and powers of the Nomination& Remuneration Committee are in conformity with Section 178 of the Companies Act 2013read with Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The details of which are given in the Corporate Governance Report whichforms a part of this Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The role terms of reference authority and powers of the StakeholderRelationship Committee are in conformity with Section 178 of the Companies Act 2013 readwith Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The details of which are given in the Corporate Governance Report whichforms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (W.E.F 25/06/2021)

During the F.Y 2020-21 the Corporate Social Responsibility Committee(CSR) was not applicable on the Company but as per the Audited Financial Statement as on31 March 2021 the net profit of the Company exceeds Rs. 5 Cr. and the provision ofSection 135 of the Companies Act 2013 (CSR) became applicable to the Company for the F.Y2021-22 and the board of directors in its board meeting held on 25/06/2021 had constitutedthe CSR Committee. The role terms of reference authority and powers of the CorporateSocial Responsibility Committee are in conformity with Section 135 of the Companies Act2013. The details of which are given in the Corporate Governance Report which forms a partof this Report.

AUDITORS

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 2017appointedM/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 upto theconclusion 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 2017 enforcedon 7 May 2018 by the Ministry Of Corporate Affairs .Accordingly no resolution is beingproposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Notes to the financial statements referred in the Auditors Reportare self-explanatory. There are no qualifications or reservations or adverse remarks ordisclaimers given by Statutory Auditors' of the Company and therefore do not call for anycomments under Section 134 of the Companies Act 2013. The Auditors' Report is enclosedwith the financial statements in this Annual Report.

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 appointed M/s. KKS & Associates Company Secretaries as theSecretarial Auditor of the Company for the financial year 2020-2021. The Company hasreceived consent from M/s. KKS & Associates Company Secretaries for theirappointment. Further his secretarial audit report is annexed as Annexure-III to thisReport in prescribed Form MR-3.

Further in pursuant to Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended vide SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08 2019 the Annual Secretarial Compliance Report forthe Financial Year ended on March 31 2021 as issued by M/s. KKS & Associates CompanySecretaries is also available at BSE India.com and on the website of the Company i.ewww.cpil.com.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act 2013 and Rules framedthere under and on the recommendation of the Audit Committee the Board of Directors ofthe Company have appointed M/S B. Rattan and Associates Chartered Accountant as theInternal Auditors of your company for the financial year 2020-21. The Company has receivedconsent from M/s. B. Rattan and Associates Chartered Accountant for their appointment.

Further the board of Directors in its board meeting held on June 252021 had appointed M/s Baj & Company as an Internal Auditor of the Company for the F.Y2021-22. He will perform all the duties of internal auditor and conduct the Audit of theCompany for FY 2021-22.

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.

FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHERTHAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review there was no frauds reported by statutoryauditors to Audit Committee and/or board under sub-section (12) of section 143 of theCompanies Act 2013

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.

FUTURE PROSPECTS

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 kinds ofinfrastructure projects and is progressing steadily .Further management of the company isevaluating various suitable prospects. On successful implementation of future projects andon 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

The Company has no subsidiary & associate Company. Therefore inaccordance with Section 129(3) of the Companies Act 2013 and Regulation 34(2) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the provisionregarding consolidated Financial Statements is not applicable.

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 for the Directors andEmployees of the Company to deal with instances of fraud or mismanagement if any.TheVigil Mechanism ensures standards of professionalism honesty integrity and ethicalbehaviour. The Company had adopted a Code of conduct for Directors and Senior ManagementExecutives ("the Code") which lays down the principles and standards thatshould govern their actions.The Policy regarding the same can be accessed at the websiteof the company

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-I" inthe prescribed

Form AOC-2.

Further there were no transactions which were material (consideringthe materiality thresholds prescribed under the Companies Act and Regulation 23 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

CORPORATE SOCIAL RESPONSIBILITY

During the F.Y 2020-21 the Corporate Social Responsibility Committee(CSR) was not applicable on the Company but as per the Audited Financial Statement as on31 March 2021 the net profit of the Company exceeds Rs. 5 Cr. and the provision ofSection 135 of the Companies Act 2013 (CSR) became applicable to the Company for the F.Y2021-22. Accordingly the Board of Directors in its Board Meeting held on 25 June 2021had constituted the CSR Committee. The Composition of CSR Committee and other details arethe part of Corporate Governance Report.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORSAND 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 except Mr. Gajraj JainChairman Cum Managing Director of the company who is the husband of Mrs. Hemlata JainWoman Director of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2021 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 312021 no other director holds any share in the Company except Mrs. Hemlata JainWomanDirector of the company holds 1278111 (34.56%)Equity shares of the Company and Gajraj Jainin HUF Capacity holds 181350(4.90%) Equity Shares. Further Gajraj Jain HUF hadtransferred his entire holding in the Company on May 31 2021 to Mrs. Hemlata Jain by wayof dissolution and total partition deed entered dated 25 May 2021.

E-VOTING

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 read with the Ministry of CorporateAffairs General Circular Nos. 14/2020 dated 8 April 2020 17/2020 dated 13 April and20/2020 dated 5 May 2020 and 02/2021 dated 13 January 2021 ('MCA Circulars') and alsothe Circular dated 12 May 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January 2021issued by the Securities and Exchange Board of India ("SEBI Circular"). Theinstruction(s) for "remote e-voting" and "e-voting" during the AGM forensuing Annual General Meeting is also provided with notice to shareholders of this AnnualReport.

Remote E-voting facility before the AGM of our company will remain openfrom 18.09.2021 9:00 a.m. till 20.09.2021.5:00 p.m.

EXTRACT OF ANNUAL RETURN

As required under Section 92 (3) 134(3)(a) of the Companies Act 2013read with Rule 12 of Companies (Management & Administration) Rules 2014 the extractof the Annual Return in the prescribed form MGT- 9 is annexed herewith as "AnnexureII". Link of the same is also available on the Company Website which can beaccessed through www.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 EXCHANGEEARNINGS

AND OUTGO

Information in respect to Conservation of Energy technology absorptionforeign exchange earnings and outgo pursuant to Rule 8 of the Companies (Accounts) Rules2014 is as follows:-

(Rs.)
a. Conservation of energy NIL
b. Technology Absorption NIL
c. Foreign Exchange Earnings
Current Year NIL
Previous Year NIL
d. Foreign Exchange Earning & Outgo Foreign Exchange Earning NIL

1. Foreign Exchange Outgo

I) Foreign Traveling Expenses Current Year Rs. NIL
Previous Year Rs. NIL
ii) CIF Value of Imports Current Year Rs. NIL
Previous Year Rs. 1003 Lakhs

PARTICULARS 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) Rules 1975 in respect of Managerial PersonnelDirectors and Employees of the Company is furnished in Annexure IV

PUBLIC DEPOSITS

During the year the Company has not received any Deposits from publicunder the purview of Section 73 of the Companies Act 2013 read with Companies (Acceptanceof Deposits) Rules 2014 and 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 thereunder in this report the same aregiven in the notes to the Financial Statements.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) of the Companies Act 2013 Unpaid Dividendamount of the company which remained unpaid or unclaimed for a period of seven years fromthe date of such transfer has been transferred to the Investor Education and ProtectionFund (IEPF) established under sub-section (1) of section 125.Member(s) who have not encashtheir dividend warrants so far for the financial year ended March 31 2014 or anysubsequent financial year are requested to make their claims to the office of theRegistrar and Share Transfer Agents i.e M/s Alankit Assignment Ltd 4E/2 JhandewalanExtension New Delhi-110055. The dividend for the financial year ended March 31 2014will be transferred to the aforesaid account on or before November 28 2021.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed for providing and promoting a safe and healthywork environment for all its employees.

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 womenemployees (permanent contractual temporary trainees) whoare covered under this policytill the date of this report.

SIGNIFICANT MATERIAL ORDER PASSED BY REGULATORS OR COURT OR TRIBUNALSAGAINST THE COMPANY

During the period under review there was no significant and materialorder passed by regulators or court or tribunals against the company impacting the goingconcern status and Company's operations in future.

COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSUREREQUIREMENTS) REGULATIONS 2015

The company's equity shares continue to be listed on the Bombay StockExchange (BSE) Mumbai which has nationwide trading terminals. The company has paid theAnnual Listing Fees to BSE for the Financial Year 2020-2021. All compliances with respectto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have beenduly made by the company.

ACKNOWLEDGEMENT

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
Gajraj Jain Jitendra Kumar Mishra
Place : Gurugram Chairman Cum Managing Director Director
Date : July 30 2021 DIN: 00049199 DIN: 07983426

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