The Directors have pleasure in presenting the 37th Annual Report together with theAudited Statement of Accounts of the Company for the year ended 31st March 2019.
1. FINANCIAL RESULTS
The financial results for the year st March 2019 are briefly given below:-
|Particulars ||2018-19 ||2017-18 |
| ||(Rs.) ||(Rs.) |
|Sales & Other Income ||610573907 ||595661155 |
|Profit before Depreciation & ||58874927 ||71600502 |
|Interest || || |
|Less:- Depreciation ||20763827 ||20763103 |
|Interest/Finance cost ||9495535 ||11065702 |
|Profit before exceptional Item ||28615565 ||39771697 |
|Add: Exceptional Items ||- ||- |
|Add: Extra Ordinary Item of Income ||- ||- |
|Profit before Tax ||28615565 ||39771697 |
|Less: Provision for Taxation ||7861598 ||9670000 |
|Profit after Taxation for the Year ||20753967 ||30101697 |
2. COMPOSITE SCHEME OF ARRANGEMENT OF AMALGAMATION AND DE- MERGER
As the Members are aware the Scheme of Arrangement under Section 230 to 232 of theCompanies Act 2013 between Chordia Food Park & Properties Limited ( De-mergedCompany) and Pravin Foods Private Limited (Transferor Company) and the Company i.e.Chordia Food Products Limited (Transferee Company) was sanctioned by Hon'ble NationalCompany Law Tribunal Mumbai Bench vide its Order dated 30th August 2018 and was filedwith Registrar of Companies Maharashtra Pune on 1st September 2018 which is effectivedate. The Appointed date for the said Scheme of Arrangement was 1st April 2016.
Accordingly the Audited Financial Statements for the year ended 31st March 2019presented for your consideration as well as the Financial Results for the previous yearended on 31st March 2018 includes the financialsof the Company as well as financials ofPravin Foods Private Limited and of the Demerged undertaking of Chordia Food Park &Properties Limited.
As a consequence of the Scheme of Arrangement coming into force:-a) 1048152 EquityShares of Rs. 10/- each were allotted to the then Shareholders of Pravin Foods PrivateLimited and Chordia Food Park & Properties Limited. Subsequent to the said allotmentthe paid up Equity Share Capital of the Company stands increased to Rs.40282520/-b) The Company had applied to BSE Ltd for listing of the said shares and BSELtd has accorded its listing approval vide letter no DCS/AMAL/JR/1366/2018-19 dated 18thDecember 2018 and trading approval vide letter no DCS/AMAL/TP/JR/83152018-19 dated 20thFebruary 2019.
c) The Business of the Company is divided into two segments viz: Food Division and FoodPark- Infrastructure Division.
3. COMPANY'S AFFAIRS PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSISREPORT
Financial and Present Performance
During the year under review the Revenue from Operations of 31 the Company was Rs.6105.73 Lakh as against Rs. 5956.61 Lakh of the previous year. The Company has earned aprofit of Rs. 207.54 Lakh after carrying depreciation interest and tax.
Industry Structure Development Opportunities and Outlook
The Company is mainly engaged in the food processing Industry which is showingremarkable growth. The
Governments both Central and State are focusing on development of Preservation of AgroProducts and the main thrust is for processing of more and more agro cultivation.
The main revenue of the Company is from Products like Pickles Ketchups and handmade& machine made Papad.
The Company is diversifying its activities by coming out with some fast and runninginstant food items which are non-seasonal in nature which would contribute to the betterperformance.
Last year the Company has introduced few more unique food items i.e. Date and TamarindChutney Delhi Chat Green Chutney Panipuri Chutney Samosa Chutney Tamarind ChutneyBhel Puri Chutney and new advanced variety of ketchups i.e. Pravin Tomato Ketchup PravinNONG Ketchup Pravin Hot & Sweet Ketchup. The said products are highly qualitative andthe Market has well accepted the said products.
Details of significant changes (i.e. change of 25 percent or more as compared to theimmediately previous Financial Year) in key financial ratio along with detailedexplanation thereof: -
|Particulars ||Ratio as on 31st March 2019 ||Ratio as on 31st March 2018 ||% change ||Explanations If any |
|1 Debtors' Turnover ||4.74 ||4.40 ||7.73 ||Not Applicable |
|2 Inventory Turnover ||3.18 ||2.71 ||17.34 ||Not Applicable |
|3 Interest Coverage Ratio ||4.01 ||4.59 ||(12.64) ||Not Applicable |
|4 Current Ratio ||4.78 ||3.82 ||25.13 ||Not Applicable |
|5 Debt Equity Ratio ||0.20 ||0.32 ||(37.50) ||Refer Note 1 |
|6 Operating Profit Margin (%) ||6.25 ||8.55 ||(26.90) ||Refer Note 2 |
|7 Net Profit Margin (%) ||3.40 ||5.06 ||(32.81) ||Refer Note 2 |
Details of change in Ratios of Return on Net Worth as compared to the immediatelyprevious Financial Year as follows:
|Particulars ||Ratio of Return on Net worth as on 31st March 2019 ||Ratio of Return on Net worth as on 31st March 2018 ||% change ||Explanations If any |
|1 Return on Net worth ||6.13 ||9.61 ||(36.21) ||Refer Note 3 |
1. Debt Equity ratio has decreased on account of repayment during the year.
2. Due to change in product mix and increase in material cost the material consumptionratio has increased in the current year as compared to the previous year resulting in adecrease in the operating profit as well as net profit ratio.
3. The decrease in operating profit margin & resulting decrease in net profitmargin led to decline in the return on net worth.
4. TRANSFER TO RESERVES
Your Company has not proposed to transfer any amount to the General Reserve. An Amountof Rs. 20753967/- is proposed to be retained in the Statement of Profit and Loss
To strengthen the long term Capital needs of the Company the Directors do notrecommend any Dividend on the Equity Shares of the Company for the Financial Year ended31st March 2019.
6. CAUTIONARY STATEMENT
Statements in this Report particularly those which relate to management discussion andanalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual Results might differ materially from those either expressed orimplied.
a) In accordance with provisions of Section 152 of Companies Act 2013 and regulation17(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and interms of Articles of Association of the Company Mr. Hukmichand Chordia [DIN: 00389587]retires by rotation at forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
b) The term of appointment of Mr. Pradeep Chordia as the Managing Director is due toexpire as on 30th September 2019.
c) The term of appointment of Mr. Vijaykumar Kankaliya as an Independent Director isdue to expire on 30th September 2019.
d) The term of appointment of Mr. Bapu Gavhane as an Executive Director & CFOexpired on 31st March 2019. Necessary resolutions for appointment of Mr. HukmichandChordia as Director Re-appointment of Mr. Pradeep Chordia as the Managing Director andMr. Bapu Gavhane as Executive Director & CFO for a term of 3 years and appointment ofMr. Vijaykumar Kankaliya as an Independent Director for a further term of 5 years arerecommended for your approval.
8. PUBLIC DEPOSITS
During the financial year 2018-2019 your Company has not accepted any deposit withinthe meaning of Sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.
The Central Government Ministry of Corporate Affairs vide notification dated 22ndJanuary 2019 read with further notification dated 30th April2019 required the Companiesto file Return of deposits or Particulars of transactions not considered as Deposit. TheCompany has complied with the said notification.
9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.
The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal
Audit Report and the adequacy and effectiveness of internal controls periodically.
10. LISTING FEES
The annual listing fees for the financial year 2018-2019 as well as for the financialyear 2019-2020 have been paid to
BSE Limited where your Company's shares are listed.
11. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
As on 31st March 2019 the Company does not have any Holding Company SubsidiaryCompany and Associate Company.
During the current financial year 2019-2020 the Company has acquired 100% stake inAveer Foods Limited and as such the said Aveer Foods Limited has become 100 % subsidiarycompany.
12. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure I tothis Report.
13. NUMBER OF MEETINGS OF THE BOARD
During the year Eight (8) Board Meetings were convened and held. The meeting ofIndependent Directors was held on 30th March 2019. The details of the said Meetings heldare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
14. DIRECTOR'S RESPONSIBILITY STATEMENT
Directors' Responsibility Statement prepared pursuant to the provisions of Section134(5) of the Companies Act 2013 is furnished below as required under Section 134(3)(c). Directors state that:-
a) In the preparation of the Annual Accounts for the year ended 31st March 2019 theapplicable Accounting Standards have been followed and there were no material departures;
b) Accounting Policies as mentioned in PartB to the Financial Accounts have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31stMarch 2019 and of the Profit of the
Company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)The Annual Financial Statements have been prepared on a going concern basis; e) Properinternal financial controls were in place and that the financial controls were adequateand were operating effectively; and f) Proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
15. DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations under Section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as laid down under Section 149(6)ofthe Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
16. AUDITORS AND AUDITORS' REPORT a) Internal Auditor:
Mr. Nisarg Shah Chartered Accountant was appointed as on 15th October 2018 in place ofMr. Shashank Amin Chartered Accountant Pune as an Internal Auditor of the Company as perthe provisions of Section 138 of the Companies Act 2013 for a period from 1st September2018 to 31st March 2019.
He has conducted internal audits periodically and submitted his reports to the AuditCommittee. His Reports have been reviewed by the Statutory Auditors and the AuditCommittee.
b) Statutory Auditor:
Mr. Bharat Shah Chartered Accountant was appointed as the Company's Statutory Auditorand his term of appointment is valid till the conclusion of 40th Annual General Meeting tobe held in the year 2022.
The Auditors Report to the Shareholders for the year under review does not contain anyqualification.
No frauds have been reported by the Auditors under Section 143(12) of the CompaniesAct 2013 requiring disclosure in Board's Report.
c) Secretarial Audit:
The Secretarial Audit Report is annexed herewith as Annexure II to thisReport. The Secretarial Audit
Report does not contain any qualification reservation or adverse remark.
d) Cost Audit:
For the Financial Year under Report the appointment of Cost Auditor and obtaining oftheir Report was not applicable to the Company.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Details of Loan Guarantee and Investment under
Section 186 of the Companies Act 2013 read with Companies (Meeting of Board and itsPowers) Rules 2014 are as follows:
a) During the year under report the Company has not advanced any amount in the natureof Loan to any other entity.
b) There are no Guarantees issued by Company in accordance with Section 186 of theCompanies Act 2013 read with Rules issued there under.
c) Details of Investments in Equity Shares made by the Company as on 31st March 2019(including Investments made in the previous years) in quoted and unquoted Shares are asunder:-
|Name of Entity ||Amount as at 31st March 2019 (Rs.) ||Amount as at 31st March 2018 (Rs.) |
|1.Unquoted || || |
|(a) 1000 Shares of Rupee Co-op. Bank Ltd. of Rs. 50/- each ||50000/- ||50000/- |
|(b) Vishweshar Sahakari Bank Ltd. ||213905/- ||213905/- |
|TOTAL: ||263905/- ||263905/- |
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013
Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 the Particulars of contracts of Arrangements enteredinto by the Company with Related Parties have been done at Arm's Length and are in theordinary course of business and as such the provisions of Section 188 of the Companies
Act 2013 are not applicable for such transactions.
The Particulars of the transactions so entered in to with Related Parties have beenprovided in Form No. AOC -2 attached herewith as Annexure III.
19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT AND SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS.
During the current financial year 2019-2020 the Company has acquired 100% stake inAveer Foods Limited and as such the said Aveer Foods Limited has become 100 % subsidiarycompany.
There have been no other material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this report.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy and Technology Absorption:
a) The Company's operations involve very low energy consumption. Wherever possibleenergy conservation measures have been implemented and there are no further areas whereenergy conservation measures can be taken. However efforts to conserve and optimize theuse of Energy through improved Operational methods and other means will continue.
b) The Company has no collaborations and is engaged in the manufacture of the productsby its own developed methods/operations. The Company has setup a Research and DevelopmentCentre whose emphasis is on product development product quality Cost reduction energyconservation and improvement in process productivity. The Company has also setupLaboratory and Quality Control Department to ensure the high standard of quality ofdifferent products manufactured.
B. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings and outgo during the year was Rs. Nil.
21. RISK MANAGEMENT POLICY
At present the Company has not formulated any Policy for
Risk Management however during the course of business the Management looks after andstudy the Business Risks involved.
22. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and Remuneration Committee framed thepolicy for selection and appointment of Directors KMP's and senior Management personneland their remuneration.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 in respect of CSR activitiesare not applicable to the Company.
24. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 Rules there under and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Audit Nomination and Remuneration and otherstatutory committees. Performance valuation has been carried out as per the Nomination andRemuneration Policy.
25. CHANGE IN THE NATURE OF BUSINESS IF ANY.
Consequent upon Scheme of Arrangement coming into force the Business of the Company isdivided into two segments viz: Food Division and Food Park- Infrastructure
26. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
Directors appointed/ceased during the Year
During the year under report there was no change in Directorship of the Company.
27. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.
28. PARTICULARS OF EMPLOYEES
Particulars of Employees and information pursuant to Rule 5 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given in Annexure IV.
29. SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS
During the year under report the Company has received an order of Hon'ble NationalCompany Law Tribunal Mumbai Bench dated 30th August 2018 for the approval of Scheme ofArrangement between Chordia Food Park & Properties Limited ( De-merged Company) andPravin Foods Private Limited ( Transferor Company) and Chordia Food Products Limited(Transferee Company) and their respective shareholders under Section 230 to 232 of theCompanies Act 2013.
Except that the Company has not received any orders from any regulator court &tribunals.
30. CASH FLOW
A Cash Flow Statement for the year ended 31stMarch 2019 is attached to the FinancialStatement.
31. CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the ListingRegulations with the BSE Limited. Pursuant to Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on the CorporateGovernance on Corporate Governance are and the Auditors Certificate annexed to thisreport.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
During the year under review there were no cases occurred pursuant to the aforesaidAct.
33. SECRETARIAL STANDARDS:
During the year under review the Company has complied with all applicable mandatorySecretarial Standards issued by Institute of Company Secretaries of India and approved bythe Central Government u/s 118(10) of the Companies Act 2013.
Your Directors wish to place on record their sincere appreciation of the continuedsupport from the Company's Bankers viz. Corporation Bank valued Customers DistributorsSuppliers of the Company.
The Directors are also thankful to the officials of the Government of India StateGovernments Local Authorities for their continued help and timely assistance extended tothe Company.
| ||By Order of the Board of Directors |
| ||For Chordia Food Products Limited |
|Place: - Pune ||Hukmichand S. Chordia |
|Date: 13th August 2019 ||Chairman |
| ||[DIN: 00389587] |