Chandra Prabhu International Ltd.
|BSE: 530309||Sector: Others|
|NSE: N.A.||ISIN Code: INE368D01017|
|BSE 00:00 | 19 Mar||14.70||
|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 on Company's progressduring the year financial year 2017-18 and to submit the 33rd Annual Report& Audited Financial Statements (standalone & consolidated) for the financial yearended 31st March 2018.
Keeping in view the current financial position and future working capital requirementsof the Company the Board has not recommended any dividend for the financial year endingon 31st March 2018.
TRANSFER TO RESERVE
Your Directors have proposed not to transfer any sum to the General Reserve.
During the year the performance of the Company was depressing and the turnover duringthe year was Rs. 5952.76 lakh. as against Rs. 2826.52 lakh in the previous year indicatinga increment of about 110% over the last year. The year under review resulted in Net lossof Rs. 551.70 lakh which was mainly due to increase in custom duty imposed by governmentabout 50% in agro product hence there was a downfall in the market practice of agroproducts as compared to Net profit of Rs. 116.40 lakh during the previous year. Themanagement is optimistic on the performance of the Company in future and a detaileddiscussion is provided under Management discussion and analysis report.
On consolidated basis revenue from operations for FY 2017-18 is Rs. 6626.72 lakh asagainst Rs. 3720.58 lakh in previous year indicating a increment of about 78% over thelast year.
HUMAN RESOURCE DEVELOPMENT
Human Resource is not only an integral part of any organisation but also strive itssuccess and growth. The Company believes that human resources are the key resources andintegral part the organisation and endeavours to create a culture of openness andempowerment amongst its employees and provide good carrier development.
Your Company believes in trust transparency & teamwork to improve employeesproductivity at all levels and is committed to the welfare of the employees and theirfamilies by putting review and reward system in place.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There is no material changes noted and observed by the Board of the Company which haveoccurred between the close of the financial year on March 312018 to which the financialstatement relates and the date of this report.
SUBSIDIARY AND ASSOCIATES COMPANIES
The Company has only one wholly owned subsidiary of the Company namely M/s. AlsanRubber & Chemicals Private Limited (CIN: U52100DL1995PTC068763) [ARCPL] as on March31 2018. ARCPL is mainly engaged in the business of trading of rubbers. During the yearunder review ARCPL registered revenue from operations of Rs. 673.96 lacs as compared to arevenue of Rs. 894.06 lacs in financial year 2016-17. There was a profit of Rs. 2.85 lacsfor the year under review as against loss of Rs. (25.40 lacs) for the previous year. ARCPLcontinues to supply its entire supply/ to the Company. There has been no material changein the nature of the business of the subsidiaries.
There are no associate companies or joint venture companies within the meaning ofsection 2(6) of the Companies Act 2013 (Act).
Pursuant to provisions of section 129(3) of the Act a report on the performance andfinancial position of the Company's aforesaid subsidiary is annexed in the prescribed FormAOC-1 to this Report as 'Annexure I'
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i) in the preparation of the annual accounts the applicable Indian accountingstandards had been followed along with proper explanation relating to material departures;
ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 by the Company andsuch 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 compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2017-18.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 and 152 of the Companies Act 2013 andRules made there under as amended from time to time and Regulation 17 of the SEBI (LODR)Regulations 2015 Mr. Prakash Goyal Mr. Nishant Goyal was appointed as independentdirector in the Annual General Meeting held on 30th 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 change in the key managerial personnel during the Financial year2017-18. Mr. Jagdish Jhunjhunwala resigned from the post of Director of the company w.e.f.4thJune 2018.
Mr. Jitendra Kumar Mishra has been appointed as an additional director pursuant tosection 161 of the Companies Act 2013 w.e.f August 14 2018 and further designated him asan Independent Director pursuant to provision of Section 149 150 and 152 of the CompaniesAct2013 and the Companies (Appointment and Qualification of Directors) Rules 2014 andpursuant to SEBI (LODR) Regulations 2015.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company met 8 (Eight) times during the Financial yearended March 31 2018 i.e. on 17th April 2017 26th May 2017 5thJuly 2017 11th August 2017 26th October 2017 14thNovember 2017 21st December 2017 and 13th Feb 2018 respectively.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andRegulation 17(2) of the Listing obligations & Disclosure Requirements of SEBI.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI ListingRegulations).
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries 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 and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this directors' report.
The board on recommendation of Nomination and Remuneration Committee approvedRemuneration Policy for Director KMP and Senior Management Employee are also available atthe website of the company i.e. www.cpil.com .
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of ourculture. While we need to accept a level of risk in achieving our goals sound riskmanagement helps us to make the most of each business opportunity and enables us to beresilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressingthem in ways that manage uncertainties minimize potential hazards and maximizeopportunities for the good of all our stakeholders including shareholders customerssuppliers regulators and employees. Risks can be broadly classified as StrategicOperational 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 Board ofDirectors 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 and Associates. TheInternal Auditor independently evaluates the adequacy of internal controls and reviewsmajor transactions. The Internal Auditor reports directly to the Audit Committee to ensurecomplete independence.
Detailed composition of the mandatory Board Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholder Relationship Committee and no. of meetings heldduring the year under review and other related details are set out in the CorporateGovernance Report which forms a part of this Report.
The role terms of reference authority and powers of the Audit Committee are inconformity with Section 177 of the Companies Act 2013 read with Regulation 18 of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015. The details of whichare given in the Corporate Governance Report. The Committee met periodically during theyear and had discussions with the auditors on internal control systems and internal auditreport.
STATUTORY AUDITORS & THEIR REPORT
Pursuant to the provisions of section 139 of the Act and the rules framed there underthe company at its AGM held on 16th September 2017 appointed M/s Mittal GargGupta & Co. Chartered Accountants as the statutory auditor for a term of 5(Five)consecutive years from the conclusion of the 32nd annual general meeting uptothe conclusion of 37th annual general meeting to be held in the year 2022.
The appointment of auditor is required to be ratified by the members at every AnnualGeneral Meeting but in accordance with the Companies Amendment Act 2017 enforced on 7May 2018 by the Ministry of Corporate Affairs the appointment of statutory auditor is notrequired to be ratified at every Annual General Meeting
SECRETARIAL AUDITORS & THEIR REPORT:
In terms of Section 204 of the Companies Act 2013 and Rules framed there under and onthe recommendation of the Audit Committee the Board of Directors of the Company havevoluntarily appointed M/s. KKS & Associates Company Secretaries as the SecretarialAuditor of the Company for the financial year 2017-2018. The Company has received consentfrom M/s. KKS & Associates Company Secretaries for their appointment. Further hissecretarial audit report is annexed as Annexure-IV to this Report in prescribed Form MR-3.
QUALIFICATIONS IN AUDIT REPORTS
There is no qualification disclaimer reservation or adverse remark or disclaimer madeeither by the statutory auditors in his report and by the company secretary in practice(Secretarial Auditor) in his secretarial audit report.
DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD
The Company is not required to maintained the cost record as specified by the CentralGovernment under subsection (1) of section 148 of the Companies Act 2013.
Despite of the depressed performance of the company in last few years the Company isoptimistic to improve its overall performance with the existing trading portfolio ofsynthetic rubber Coal and agro products. And the company shall endeavor to capitalizefurther its trading portfolio.
The Company's plan of entering into business execution of all kinds of infrastructureprojects is in progress and management of the company is evaluating various suitableprospects. On successful implementation of future projects and on the strength of itsexisting product portfolio operational efficiency and enhanced network the managementon overall basis expects a robust growth and enhanced market share. The Board expectsthat the Company will continue to improve its overall performance and excel to enhance theprofitability of the Company in the present economic scenario and huge potential demandof these products in the Indian market via its strategy competency operationalefficiencies and new line of activity on its successful implementation.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129(3) of the Companies Act 2013 and Regulation 34(2) ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 entered intowith the Stock Exchanges the consolidated Financial Statements of the Company includingthe financial detail of the subsidiary Company of the Company forms part of this AnnualReport .The Consolidated Financial Statements have been prepared in accordance with theAccounting Standards issued by the Institute of Chartered Accountants of India.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the Board hasadopted vigil mechanism in the form of Whistle Blower Policy to deal with instances offraud or mismanagement if any. The Policy can be accessed at the website of the company.
RELATED PARTY TRANSACTIONS
All Related Party Transactions are placed before the Audit Committee and also theBoard/Members for their approval wherever necessary. The related party transactionsentered during the financial year were on an arm's length basis and were in the ordinarycourse of business.
Except the contracts/arrangements or transactions entered into by the Company with therelated parties referred to in sub section (1) of Section 188 of the Companies Act2013 during the course of business but which were not at arm's length basis .The detailsof the same are annexed herewith as Annexure-II in the prescribed Form AOC-2.
There were no materially significant related party transactions during the financialyear except with wholly owned subsidiary as mentioned in AOC-2.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURESON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the non executive directors vis-a-vis thecompany alongwith criteria for such payments and disclosures on the remuneration ofdirectors alongwith their shareholding are disclosed Form MGT-9 which forms a part ofthis Report and Corporate Governance Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
There is no relationship between directors inter se during the Financial Year 2017-18except Mr. Akash Jain Joint Managing Director and Mrs. Sheetal Jain (Woman Director) wifeof Mr. Akash Jain however she resigned from directorship on May 26 2017.
However as on date there is inter se relation between Mr. Gajraj Jain who is father ofMr. Akash Jain and husband of Mrs. Hemlata Jain. Mr. Gajraj Jain was appointed asChairman cum managing director(Additional) of the company w.e.f April 17 2017 andregularized at 32nd annual general meeting. Further Mrs. Hemlata Jain motherof Mr. Akash Jain and wife of Mr. Gajraj Jain was appointed as Additional Woman Directoron the Board of the company and regularized at 32nd annual general meeting heldon 16th September 2017.
The paid up Equity Share Capital as on March 31 2018 was Rs. 36980000/-. During theyear under review the Company has not issued any shares with differential voting rightsnor granted stock options nor sweat equity. As on March 31 2018 no other director holdsany share in the Company except Mr. Akash Jain Joint Managing Director who holds 345000(9. 33%) Equity shares of the Company and Mrs. Sheetal Jain Woman Director who holds190002 (5.14 %) Equity shares of the Company However she has resigned from directorshipon 26 May 2017 but continues to holds equity shares of the company. Further Mrs. Hemlatajain one of the promoter holding 646430(17.48%) Equity shares of the Company wasinducted as Woman Director (Additional) and regularized at 32nd annual generalmeeting held on 16th September 2017.
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant tosection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014 and Regulation 44 of SEBI (Listing Obligations &disclosure Requirements) Regulations 2015. The instruction(s) for e-voting for ensuingAnnual General Meeting is also provided with notice to shareholders of this Annual Report.
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 the prescribed formMGT- 9 is annexed herewith as Annexure III.
Link of same also available on website of the company i.e www.cpil.com
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in respect to Conservation of Energy technology absorption foreignexchange earnings and outgo pursuant to Rule 8 of the Companies (Accounts) Rules 2014 isas follows:-
PARTICULARS EMPLOYEES PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT 2013 READ WITHRULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014
Your company does not have any employee whose particulars are required to be givenunder the provisions of Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014
During the year the Company has not received any Deposits from public covered underChapter V of the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In terms of Section 134 (3) (g) towards inclusion of the details of Particulars ofLoans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 & Rules made there under in this report the same are given in thenotes to the Financial Statements.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In accordance with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressel) Act 2013 and the Rules framed there under forprevention and redressal of complaints of sexual harassment at workplace along with astructured reporting and redressal mechanism. The Company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the said Act. Therewere no complaint regarding sexual harassment by any women employees (permanentcontractual temporary trainees) who are covered under this policy till the date of thisreport.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS)REGULATIONS 2015
The company's equity shares continue to be listed on the Bombay Stock Exchange (BSE)Mumbai which has nationwide trading terminals. The company has paid the Annual ListingFees to BSE for the Financial Year 20172018.
Your Directors place on record their warm appreciation of the assistance andcooperation extended by various Government Departments Authorities and Business Partnersetc. Your Directors also place on record their deep appreciation of the support providedby the Bankers associated with the company.
Your company's employees are instrumental to your company achieving higher businessgoals. Your directors place on record their deep admiration of the commitment andcontribution of your company's employees. Your support as shareholders is greatly valued.Your directors thank you and look forward to your continuance support.