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Chandrima Mercantiles Ltd.

BSE: 540829 Sector: Others
NSE: N.A. ISIN Code: INE371F01016
BSE 00:00 | 04 Aug 3.80 0
(0.00%)
OPEN

3.79

HIGH

4.17

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NSE 05:30 | 01 Jan Chandrima Mercantiles Ltd
OPEN 3.79
PREVIOUS CLOSE 3.80
VOLUME 982
52-Week high 6.13
52-Week low 3.48
P/E 54.29
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.79
CLOSE 3.80
VOLUME 982
52-Week high 6.13
52-Week low 3.48
P/E 54.29
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chandrima Mercantiles Ltd. (CHANDRIMAMERCAN) - Director Report

Company director report

To

The Members

Your Directors present the 39th Annual Report of the Company along with theAudited Statement of Accounts for the Financial Year ended on 31st March 2021.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31stMarch 2021 and for the previous Financial Year ended on 31st March 2020 isgiven below:

Particulars 2020-2021 2019-2020
Revenue from Operations 1397.00 00
Other Income 00 7.56
Total Income 1397.00 7.56
Total Expenses 1766.83 7.66
Profit / (Loss) Before Tax (369.83) (0.10)
Current Tax - -
Deferred Tax - -
Profit / (Loss) for the Period (369.83) (0.10)

2. OPERATIONS

Total revenue for Financial Year 2020-21 is Rs. 1397.00 Lakhs compared to the totalrevenue of Rs. 7.56 Lakhs of Previous Year. The loss after tax of the Company for theFinancial Year 2020-21 stood at Rs. 369.83 Lakhs as compared to loss after tax forPrevious Year of Rs. 0.10 Lakhs.

3. CHANGE IN NATURE OF BUSINESS IF ANY

There were no changes in the nature of business of the Company during the year underreview.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT - 9 is uploaded on the website of the Company.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter withthe gap between two meetings not exceeding 120 days to take a view of the Company'spolicies and strategies apart from the Board Matters.

During the year under the review the Board of Directors met 12 (Twelve) times viz. 30thJune 2020 3rd July 2020 13th August 2020 23rdSeptember 2020 25th September 2020 24th October 2020 28thOctober 2020 31st October 2020 26th November 2020 8thDecember 2020 12th February 2021 and 27th February 2021.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and belief the Board of Directorshereby submit that:

a. In the preparation of the Annual Accounts for the year ended on 31stMarch 2021 the applicable accounting standards have been followed and there are nomaterial departure from the same

b. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of Financial Year and of theprofit of the Company for the Financial Year ended on 31st March 2021

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities

d. The directors had prepared the Annual Accounts on a going concern basis

e. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

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

7. COMMENT ON AUDITORS' REPORT

There were no qualifications reservations adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the Financial Yearended on 31st March 2021.

Maintenance of cost records as specified under Companies Act 2013 is not applicable tothe Company.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The details of loans investment guarantees and securities covered under theprovisions of section 186 of the Companies Act 2013 are provided in the financialstatement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year the Company has not entered into any materially significant relatedparty transactions which may have potential conflict with the interest of the Company atlarge. Suitable disclosures as required are provided in AS-18 which is forming the part ofthe notes to financial statement.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.

11. RESERVES & SURPLUS

The Company has a Closing Balance of Rs. (26073841)/- as Reserve and Surplus as on31st March 2021.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No. Particulars Amount (in Rs.)
1. Surplus in the Profit & Loss Account at the beginning of the year 3045347
2. Current Year's Profit / (Loss) (36982728)
3. Amount of Securities Premium and other Reserves 7863540
Total (26073841)

12. DIVIDEND

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2020-21 (Previous year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT

Apart from the change as mentioned below no material changes and commitmentsaffecting the financial position of the Company occurred between the end of the FinancialYear to which this financial statement relates and up till the date of Report.

14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act 2013 the amount of dividend remainingunpaid or unclaimed for a period of seven years shall be transferred to the InvestorEducation and Protection Fund ("IEPF"). During the year under review there wasno unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for aperiod of seven years from the date of transfer of such unpaid dividend to the saidaccount. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption etc. as required to begiven under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is not given as the Company has not taken any major step to conserve theenergy etc. Further there was no foreign exchange earnings and outgo during the financialyear 2020-21 (Previous Year - Nil).

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICYOF THE COMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks towards the key business objectives of the Company. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN / PAN
1. Kaupilkumar Shah3 Whole - Time Director 08937535
2. Shitalben Kaupilkumar Shah1 Non-Executive Director 08935979
3. Rakesh Kumar Zala2 Non-Executive Director 08973414
4. Kaupilkumar Shah3 CFO -
5 Jinal Modi4 Managing Director 07153155
6 Kunal Mehta5 Director 07157524
7 Pooja Kumari6 Director 07147312
8 Parth Patel7 Company Secretary -
9 Jignesh Patel8 Company Secretary -
10 Mr. Pranav Vajani9 Independent Director 09213749
11 Mr. Ziral Soni10 Independent Director 09213763
12 Mr. Pranav Trivedi11 Whole - Time Director 09218324
13 Mr. Pranav Trivedi11 CFO -

 1 Ms. Shitalben Shah is appointed as Non-Executive Director to theboard of the Company w.e.f. 28th October 2020 and resigned from the postw.e.f. 7th September 2021.

 2 Mr. Rakesh Kumar Zala is appointed as Independent Director to theboard of the Company w.e.f. 26th November 2020 and his designation was changedto Non-Executive Director w.e.f. 1st July 2021.

 3 Mr. Kaupilkumar Shah is appointed as Whole-Time Director & CFOof the Company w.e.f. 8th December 2020 and resigned from the post w.e.f. 7thSeptember 2021.

 4 Mr. Jinal Modi has resigned from the post of Managing Director ofthe Company w.e.f. 31st October 2020.

 5 Mr. Kunal Mehta resigned from the post of Director of the Companyw.e.f. 26th November 2020.

 6 Ms. Pooja Kumari has resigned from the post of Director of theCompany w.e.f. 28th October 2020.

 7 Mr. Parth Patel has resigned from the post w.e.f. 29thApril 2020.

 8 Mr. Jignesh Patel was appointed as Company Secretary w.e.f. 8thDecember 2020 & has resigned from the post w.e.f. 27th April 2021.

 9 Mr. Pranav Vajani was appointed as Independent Director of theCompany w.e.f. 1st July 2021.

 10 Ms. Ziral Soni was appointed as Independent Director of the Companyw.e.f. 1st July 2021.

 11 Mr. Pranav Trivedi was appointed as Whole-Time Director and CFO ofthe Company w.e.f. 1st July 2021.

Apart from the above changes there were no other changes in the composition of theBoard of Directors of the Company during the Financial Year 2020-21 and till the date ofBoard's Report.

As per Companies Act 2013 the Independent Directors are not liable to retire byrotation.

18. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Pranav Vajani and Ms. Ziral Soni Independent Directors of the Company haveconfirmed to the Board that they meet the criteria of Independence as specified underSection 149 (6) of the Companies Act 2013 and they qualify to be Independent Directors.They have also confirmed that they meet the requirements of Independent Director asmentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. The confirmations were noted by the Board.

19. CORPORATE GOVERNANCE

Since the paid up Capital of Company is less than Rs. 10 Crores and Turnover is lessthan Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and para C D and E of Schedule V are not applicable to the Company.Hence Corporate Governance does not form part of this Board's Report.

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company Joint Venture Company or AssociateCompany.

21. DEPOSITS

As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the Financial Year. Hence the Company has not defaulted inrepayment of deposits or payment of interest during the financial year.

22. STATUTORY AUDITOR

M/s. Gopal C. Shah & Co.. Chartered Accountants Ahmedabad were appointed as theStatutory Auditors of the Company. The Auditor's report for the Financial Year ended 31stMarch 2021 has been issued with an unmodified opinion by the Statutory Auditors.

23. SECRETARIAL AUDITOR

The Board appointed Mr. Jitendra Parmar Practicing Company Secretary Ahmedabad toconduct Secretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report forthe Financial Year ended 31st March 2021 is annexed herewith marked asAnnexure-1 to this Report.

24. DISCLOSURES

A. Composition of Audit Committee:

The members of the Committee are as follows:

Name Designation
Ms. Ziral Soni Chairman
Mr. Rakeshkumar Zala Member
Mr. Pranav T rivedi Member

(The details of Committee members are as on the date of Boards' Report)

B. Composition of Nomination and Remuneration Committee: The members of the Committeeare as follows:

Name Designation
Mr. Rakeshkumar Zala Chairman
Ms. Ziral Soni Member
Mr. Pranav Vajani

(The details of Committee members are as on the date of Boards' Report) C. Compositionof Stakeholders' Relationship Committee:

The members of the Committee are as follows:

Name Designation
Mr. Rakeshkumar Zala Chairman
Mr. Pranav T rivedi Member
Mr. Pranav Vajani Member

(The details of Committee members are as on the date of Boards' Report)

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 as confirmed by the Internal Complaints Committee asconstituted by the Company.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the Company's current working and futureoutlook as per Annexure - 2.

27. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.

By the Order of the Board of
Chandrima Mercantiles Limited
Sd/- Sd/-
Pranav Trivedi Rakeshkumar Zala
Whole-Time Director Director
DIN:09218324 DIN: 08973414
Registered Office:
A/12 Punam Parina Flats Nr. Vasna Telephone Exchange Vasna Ahmedabad - 380 007
Date: 7th September 2021
Place: Ahmedabad

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