The Directors have pleasure in presenting the 36th Annual Report togetherwith the Audited Statement of Accounts of the Company for the year ended 31s*March 2018.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March 2018 are briefly givenbelow: -
|Particulars ||2017-18 ||2016-2017 |
| ||( Rs. ) ||( Rs. ) |
|Sales & Other Income ||465711080 ||519423465 |
|Profit before Depreciation & Interest ||33696696 ||19662693 |
|Less:- Depreciation ||13684000 ||12895000 |
|Interest/Finance cost ||10433619 ||13990830 |
|Profit before exceptional Item ||9579077 ||(7223137) |
|Add; Exceptional Items ||- ||- |
|Add: Extra Ordinary Item of Income ||- ||- |
|Profit before Tax ||9579077 ||(7223137) |
|Less: Provision for Taxation ||2270000 ||- |
|Profit after Taxation for the Year ||7309077 ||(7223137) |
2. COMPANYS AFFAIRS PERFORMANCE AND
MANAGEMENT DISCUSSION & ANALYSIS REPORT Financial and Present Performance
During the year under review the Revenue from Operations of the Company was 7 4657.11lakh as against 7 5194.23 lakh of the previous year. The Company has earned a profit of 773.09 lakh after carrying depreciation interest and tax as against the loss of 7 72.23lakh of the previous year.
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 ofpreservation of Agro Products and the main thrust is for processing of more and more agrocultivation.
The main revenue of the Company is from Products like Pickles and Ketchups. The saidproducts are not the staple items in the Indian food habits and thus are low growthoriented.
The Company is diversifying their activities by coming out with some unique instantfood items which are non seasonal in nature which would contribute to the betterperformance.
Recently during the current yearthe Company has introduced few more unique food itemsi.e. Date and Tamarind Chutney Delhi Chat Green Chutney Panipuri Chutney SamosaChutney Tamarind Chutney Bhel Puri Chutney and new advanced variety of ketchups i.ePravin Tomato Ketchup Pravin NONG Ketchup Pravin Hot & Sweet Ketchup. The saidproducts are highly qualitative and the Directors are confident that it would be wellaccepted in the market.
With the long standing in the food industry and having its own Research and Developmentdepartment and the full fledged Laboratory and Quality Control force in place yourDirectors are confident that the Company can develop further new food products.
3. TRANSFER TO RESERVES
Your Company has not proposed to transfer any amount to the General Reserve. An Amountof 77309077 /-is proposed to be retained in the Statement of Profit and Loss Account.
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 ended 31* March 2018.
5. COMPOSITE SCHEME OF ARRANGEMENT OF AMALGAMATION AND DE-MERGER:
The Composite Scheme of Arrangement between Chordia Food Park and PropertiesLimited(De-merged Company) Pravin Foods Private Limited (Transferor Company) and ChordiaFood Products Limited (Transferee Company) and their respective shareholders under Section230 to 232 of Companies Act 2013 was sanctioned by Hon'ble National Company Law TribunalMumbai Bench in the final hearing held on 27th July 2018. The Certified copyof order is awaited.
The said Composite Scheme become operative retrospectively with effect from 1sApril 2016. (The Appointed Date).
6. CAUTIONARY STATEMENT
Statements in this Report particularly those which relate to management discussion andanalysis describing the Companys objectives projections estimates andexpectations may constitute "forward looking statements" within the meaning ofapplicable laws and regulations. Actual Results might differ materially from those eitherexpressed or implied.
In accordance with provisions of Section 152 of Companies Act 2013 and in terms ofArticles of Association of the Company Mr. Bapu Gavhane [DIN: 00386217] retires byrotation at forthcoming Annual General Meeting and being eligible offers himself forre-appointment.
Necessary resolution for appointment of Mr. Bapu Gavhane as Director is recommendedfor your approval.
Mr. Vijaykumar Kankaliya Dr. Ajit Mandlecha Mrs. Zalak Shah are the IndependentDirectors of the Company and are not liable to retire by rotation.
Mr. Pradeep Chordia was appointed as the Managing Director of the Company for a periodup to 30th September 2019 and he is not liable to retire by rotation.
8. PUBLIC DEPOSITS
During the financial year 2017-2018 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.
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 andeffectiveness of internal controls periodically.
10. LISTING FEES
The annual listing fee for the year 2017-2018 as well as for the year 2018-2019 havebeen paid to BSE Limited where your Companys shares are listed.
11. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
Company does not have any Holding Company Subsidiary Company and Associate Company.
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 Five (5) Board Meetings were convened and held including one separateMeeting of Independent Directors on 31* March 2018. The details of the saidMeetings held are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under Companies Act 2013 and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
14. DIRECTORS 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 March2018 the applicable Accounting Standards have been followed along with the properexplanation relating to material departures;
b) Accounting Policies as mentioned in Part-B 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 31st March 2018 and of the Profit of the Company for the yearended on that date;
c) Proper and sufficient care has been taken forthe 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 Accounts have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
15. DECLARATION BY INDEPENDENT DIRECTORS
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 2013and Regulation 16(1)(b)of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
16. AU DITORS AN D AU DITORS REPORT
a) Internal Auditor
The Internal Auditor ShashankAmin Chartered Accountants Pune have conducted internalaudits periodically and submitted their reports to the Audit Committee. Their Reports havebeen reviewed by the Statutory Auditors and the Audit Committee.
b) Statutory Auditor:
At the Companys 35th Annual General Meeting (AGM) held on 27thSeptember 2017 M/s Bharat Shah Chartered Accountants were appointed as theCompanys Statutory Auditor from the conclusion of the 35th Annual GeneralMeeting till the conclusion of 40th Annual General Meeting to be held in theyear 2022 subject to ratification of appointment in every Annual General Meeting.
Meanwhile with reference to the notification No. S. O 1833 (E) dated 7thMay 2018 the provision for Ratification of Appointment of Statutory Auditors at everyAnnual General Meeting was dispensed with.
Accordingly in terms of section 139(1) of the Companies Act 2013 the necessaryResolution for ratification of their appointment as the Statutory Auditors to hold officefrom the conclusion of forthcoming Annual General Meeting till the conclusion of theirterm of Appointment i.e up to the Annual General meeting to be held in the year 2022 isplaced for your approval.
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 Boards Report.
c) Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Shekhar Ghatpande & Co. Practicing Company Secretaries havingMembership No FCS: 1659 CP:782 to conduct the Secretarial Audit of your Company for theFinancial Year 2017-2018. The Secretarial Audit Report is annexed herewith as Annexure- II to this Report. The Secretarial Audit Report does not contain any majorqualification 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 Act2013 read with Companies (Meeting of Board and its Powers) Rules 2014 are as follows:
a) The Company has not advanced any amount in the nature of Loan to any other entityhowever earlier the Company has paid an advance towards the purchase of Cold Storage toChordia Food Park & Properties Ltd. the undertaking of which has since been de-merged& amalgamated with the Company.
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 31stMarch 2018 (including Investments made in the previous years) in quoted and unquotedShares are as under: -
|Name of Entity ||Amount as at 31st March 2018 ( Rs. ) |
|1. Unquoted || |
|(a) 1000 Shares of Rupee Co-op. Bank Ltd. of Rs. 50/- each ||50000/- |
|TOTAL: ||50000/- |
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 such the Provisions of Section 188 of the Companies Act2013 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.
As an abundant precaution the approval of Shareholders under Section 188 of theCompanies Act 2013 has also been recommended for your approval for the Financial Years2019-2020 onwards.
19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT AND SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
As reported earlier the Company has received an Order on 27th July 2018from Honble National Company Law Tribunal Mumbai Bench on Scheme of Arrangementbetween Chordia Food Park and Properties Limited(De- merged Company) Pravin Foods PrivateLimited (Transferor Company) and Chordia Food Products Limited (Transferee Company) andtheir respective shareholders under Section 230 to 232 of Companies Act 2013. Under thesaid Scheme of Arrangement the entire business of Pravin Foods Private Limited andUndertaking relating to food business of Chordia Food Park and Properties Limited vestwith the Company. The said Composite Scheme become operative retrospectively with effectfrom 1st April 2016. (The Appointed Date) and the Directors are confident thatwith this Arrangement the revenue and profitability of the Company would improve.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy and Technology Absorption:
a) The Companys 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 energy conservation and improvement inprocess productivity. The Company has also setup Laboratory and Quality Control Departmentto ensure the quality of different products manufactured.
B. Foreign Exchange Earnings and Outgo:
|Sr. No. Particulars ||Amount in Rs. |
|1 Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|ii Foreign Exchange outgo during the year in terms of actual outflows ||Nil |
21. RISK MANAGEMENT POLICY
At present the Company has not formulated any Policy for Risk Management howeverduring the course of business the Management looks after and study the Business Risksinvolved.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 in respect of CSR activitiesare not applicable to the Company. The Company voluntarily also has not undertaken any CSRactivity.
23. 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.
24. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business during the Financial Year underreview.
25. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
Directors appointed/ceased during the Year
There has been no change in Director/ Key Managerial personnel since last AnnualReport.
26. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.
27. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration which attracts the disclosureof Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules2014.
ACash Flow Statement for the year ended 31s* March 2018 is attached to theFinancial Statement.
29. CORPORATE GOVERNANCE
Pursuant to Regulation 27 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 report on the Corporate Governance is not applicable tothe Company. However as a good Corporate Governance practice the Company furnishes thereport on the Corporate Governance along with the certificate of compliance from Auditorsforms part of the Annual Report.
In compliance with requirement of disclosure as per the provisions of Section II ofSchedule V of Companies Act 2013 the Directors state that no additional remunerationother than mentioned under Extract of Annual Return i.e. MGT 9 has been paid to theworking Directors of the Company. They have also not been paid in any other benefits.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
During the year under review there were no cases filed pursuant to the aforesaid Act.
31. DEMATERIALISATION OF EQUITY SHARES
As per SEBI Circular No SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April2018 the Shareholders holding Shares in Physical Form are require to submit their copiesof PAN Card and Bank Account Details. Hence the Circular as directed by SEBI requestingyou to furnish your details and pro-forma for furnising the same is given separately.
You are requested to complete the same and forward to the
Registrar & Transfer Agents - Satellite Corporate Services Private Limited at theearliest. Please note that no transfer of shares in Physical form is allowed after 5thDecember 2018.
Your Directors wish to place on record their sincere appreciation of the continuedsupport from the Companys Bankers viz. Corporation Bank valued CustomersDistributors Suppliers 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 |
| ||Hukmichand S. Chordia |
|Place: - Pune ||Chairman |
|Date: 13th August 2018 ||[DIN: 00389587] |