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Chordia Food Products Ltd.

BSE: 519475 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE975C01011
BSE 00:00 | 29 Sep 85.15 -3.50
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NSE 05:30 | 01 Jan Chordia Food Products Ltd
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OPEN 85.05
CLOSE 88.65
VOLUME 589
52-Week high 155.82
52-Week low 74.95
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chordia Food Products Ltd. (CHORDIAFOOD) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting the 39th Annual Report togetherwith the Audited Statement of Accounts of the Company for the year ended 31stMarch 2021.

1. FINANCIAL RESULTS

A) STANDALONE & CONSOLIDATED FINANCIAL RESULTS

Aveer Foods Limited is the 100% subsidiary of the Company. Consequently pursuant toprovisions of Section 129 of the Companies Act 2013 read with Companies (Accounts) Rules2014 and applicable Accounting Standards the Company has prepared Consolidated FinancialStatements along with the Financial Statements of the Subsidiary in same form &manner of Company's Standalone Financial Statements. The same are attached in the AnnualReport.

Statement containing salient features of the Financial Statement of Subsidiaries/Associate Companies/ Joint Ventures pursuant to first proviso to sub-section (3) ofSection 129 read with Rule 5 of Companies (Accounts) Rules 2014 i.e. AOC- 1 is annexedherewith as Annexure III.

The Standalone & Consolidated Financial Results for the year ended 31stMarch 2021 are briefly given below: -

Standalone Consolidated
Particulars 2020-21 (Rs) 2019-20 (Rs) 2020-21 (Rs) 2019-20 (Rs)
Sales & Other Income 781061569/- 655462726/- 781977277/- 655462726/-
Profit before Depreciation & Interest 32181349/- 36901827/- 34935361/- 35617934/-
Less:- Depreciation 17474716/- 20816219/- 18033075/- 20816962/-
Interest/Finance cost 5759128/- 5376106/- 5762153/- 5376376/-
Profit before exceptional Item 8947505/- 10709502/- 11140133/- 9424596/-
Add: Exceptional Items - - - -
Add: Extra Ordinary Item of Income - - - -
Profit before Tax 8947505/- 10709502/- 11140133/- 9424596/-
Less: Provision for Taxation 2764779/- 3186077/- 3442301/- 2803817/-
Profit after Taxation for the Year 6182726/- 7523425/- 7697832/- 6620779/-

2. SCHEME OF ARRANGEMENT OF DE-MERGER:

The Members are aware that the Scheme of Arrangement with Aveer Foods Limited (100%Subsidiary Company and Resulting Company) is approved by the Company in their ExtraOrdinary General Meeting held on 27th April 2021.

In this connection the Directors would like to inform you as under:

a) The Company has received an Observation Letter from BSE Limited as on 6thNovember 2020 pursuant to the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

b) The Company has filed a Joint Petition with Hon'ble National Company Law TribunalMumbai Bench (NCLT) on 1st June 2021 for their approval.

c) The Petition is under consideration of Hon'ble NCLT.

3. COMPANY'S AFFAIRS PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Financial and Present Performance:

During the year under review the Revenue from Operations of the Company was Rs 7806.82Lakh as against Rs 6548.27 Lakh of the previous year. The Company has earned a Profit ofRs 61.82 Lakh after 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 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 Ketchups Chutneys andhandmade & machine made Papad.

Product Development:

After a successful launch of Chutney Range and Chinese Sauce range during the lastyear this year the Company has achieved the increasing demand of the Chutney products asduring the lockdown period the instant chutney range has been widely used by thehouseholds for their home delicacies. Considering the increased demand of the products theCompany has continued to develop the existing products as per customer preferences.

Company Performance Overview:

The beginning of the year 2020 has witnessed the global spread of COVID 19 which iscontinuing to grow at rapidly accelerating rate till date.This is the biggest globalhumanitarian crisis of our time and poses major challenges to public health systems foodsecurity and employment. The social and economic impact of the pandemic has disrupted thelives and livelihood of millions of people and affected economies across the world. ManyCountries including our Country announced lockdowns which restricted the movement ofpersonnel and material. This resulted in slowdown in the overall economy and businessgrowth all over World.

However as the said Pandemic occurred at the flag end of the Financial Year underReport the performance of the said Financial Year was not affected. The Companyconsidering the restrictions on transportation facility faced problems in getting suppliesof the raw material and labour supply during the said Pandemic period.

However the said difficulty was resolved while ensuring the Health and Safety of theStaff and Workers the Company.

Your Directors wish to place on record their appreciation to the Company's Employeesand workforce for their exceptional efforts during this Pandemic.

4. KEY FINANCIAL RATIOS:

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: -

Sr. Particulars No. Ratio as on 31st March 2021 Ratio as on 31st March 2020 % change Explanations if any
1 Debtors' Turnover 10.64 6.77 57.16 Refer Note 1
2 Inventory Turnover 3.79 3.00 26.33 Refer Note 2
3 Interest Coverage Ratio 2.55 2.99 (14.72) Not Applicable
4 Current Ratio 4.73 4.37 8.24 Not Applicable
5 Debt Equity Ratio 0.22 0.14 57.14 Refer Note 3
6 Operating Profit Margin (%) 1.88 2.46 (23.58) Refer Note 2
7 Net Profit Margin (%) 0.79 1.15 (31.30) Refer Note 2

Details of change in Ratios on Return on Net Worth as compared to the immediatelyprevious Financial Year as follows:

Sr. No. Particulars Ratio of Return on Net worth as on 31st March 2021 Ratio of Return on Net Worth as on 31st March 2020 % change Explanations If any
1 Return on Net Worth 1.72 2.13 (19.25) Refer Note 4

Notes:

1. The Company has made substantial recovery from the debtors resulting in a decreaseof the amount of trade receivable and consequent increase in debtors turnover ratio ascompared to last 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. Further due to increase incost of material consumption Inventory Turnover ratio has also increased as compared toprevious year.

3. Debt Equity Ratio has been increased on account of availing of Cash Credit Facilityduring the year.

4. The decrease in operating profit margin & resulting decrease in net profitmargin led to decline in the return on net worth.

5. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve. An amountof '6182726/- is proposed to be retained in the Profit and Loss Account.

6. DIVIDEND

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 31stMarch 2021.

7. 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.

8. DIRECTORS

a) In accordance with provisions of Section 152 of Companies Act 2013 Regulation17[1A] 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 Dr Ajitkumar Mandlecha [DIN: 06822184] as an IndependentDirector expired on 10th April 2021.

Necessary resolutions for appointment of Mr. Hukmichand Chordia as a Director andre-appointment of Dr. Ajitkumar Mandlecha an Independent Director for a further term of 5years are recommended for your approval.

9. PUBLIC DEPOSITS

During the Financial Year 2020-2021 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 April 2019 requiredthe Companies to file return of Deposits or Particulars of Transactions not considered asDeposit. The Company has complied with the said notification.

10. 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.

11. LISTING FEES

The Annual Listing Fees for the Financial Year 2020-2021 as well as for the financialyear 2021-2022 have been paid to BSE Limited where your Company's shares are listed.

12. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

The Company has acquired 100% stake of Aveer Foods Limited and as such the said AveerFoods Limited has become 100% Subsidiary Company.

13. EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act2013 as amended; copies of annual returns filed with the MCA are available at the websiteof the Company viz. www.chordiafoods.com and the Annual Return for the financial year2020-2021 will be uploaded at the website of the Company after filing with the MCA.

14. NUMBER OF MEETINGS OF THE BOARD

During the year Ten (10) Board Meetings were convened and held including oneIndependent Directors meeting. The meeting of Independent Directors was held on 31st March2021. The details of the said Meetings held are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under CompaniesAct 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

15. 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 March2021 the applicable Accounting Standards have been followed and there were no materialdepartures;

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 2021 and of the Profit of the Company for the yearended 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) 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.

16. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under Section 149( 7) of theCompanies Act 2013 that they meet the criteria of Independence as laid down underSection 149 (6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

17. AUDITORS AND AUDITORS' REPORT

a) Internal Auditor:

Mr. Nisarg Shah Chartered Accountant was appointed as an Internal Auditor of theCompany as per the provisions of Section 138 of the Companies Act 2013 for the FinancialYear 2020-2021.

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 H Shah Chartered Accountant was appointed as the Company's StatutoryAuditor and his

term of appointment is valid till the conclusion of 40th Annual GeneralMeeting to be 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 I to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

d) Cost Audit:

For the Financial Year under Report the appointment of Cost Auditor and obtaining oftheir Report was not applicable to the Company.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Details of Loans Guarantees and Investments under Section 186 of the CompaniesAct 2013 read with Companies (Meeting of Board and its Powers) Rules 2014 are asfollows:

a) During the year under report the Company has given Unsecured Loan to Aveer FoodsLimited (100% Subsidiary Company) the balance of which as on 31 st March 2021was Rs 65970116/-.

b) There are no Guarantees given/issued by Company in accordance with Section 186 ofthe Companies Act 2013 read with Rules issued there under.

c) Details of Investments in Equity Shares made by the Company as on 31s*March 2021 (including Investments made in the previous years) in quoted and unquotedShares are as under:-

Name of Entity Amount as at 31st March 2021 (Rs) Amount as at 31st March 2020 (Rs)
1. Unquoted
(a) 1000 Shares of Rupee Coop. Bank Ltd. of Rs 50/- each 50000/- 50000/-
(b) 3380 Shares of Vishweshwar Sahkari Bank Ltd of Rs 50/- each. (*) 169000/- 213905/-
(c) Aveer Foods Ltd. 100000/- 100000/-
TOTAL 319000/- 363905/-

(*) The difference between last year & this year end amount is due to encashment ofdividend.

19. 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.

The Particulars of the transactions so entered in to with Related Parties have beenprovided in Form No. AOC -2 attached herewith as Annexure II.

20. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT AND SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS.

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of this report.

21. 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 quality of different productsmanufactured.

B. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo during the year was ' Nil.

22. RISK MANAGEMENT POLICY

The Company has formulated various policies and procedures to face the risks andchallenges affecting the Business of the Company. The Company has a Risk Management Policyin place and is being reviewed regularly. Various risks such as financial risk arising outof the operations increased competition in the sectors/areas of the Company businessconditions in the markets and other risks have been identified and taken into accountwhile formulating policies. The Directors get themselves trained and educated on variousrisks factors. Periodic reviews are also being taken to improve the same.

23. 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. The same is available on company's website athttp://chordiafoods.com/wp-content/ uploads/2021/04/REMUNERATION-POLICYpdf

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 in respect of CSR activitiesare not applicable to the Company.

25. 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.

26. CHANGE IN THE NATURE OF BUSINESS IF ANY.

Company has acquired 100% stake in Aveer Foods Limited due to which the said AveerFoods Limited has become 100% subsidiary Company of this Company. Apart from this there isno change in the nature of business.

27. 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 the composition of the Board ofDirectors of the Company.

28. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.

29 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.

30. SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS

The Company has not received any orders from any regulator court & tribunals.

31. CASH FLOW

A Cash Flow Statement for the year ended 31st March 2021 is attached to theFinancial Statements.

32. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 a separate report on Corporate Governance is providedtogether with a Certificate from the Statutory Auditors of the Company regardingcompliance of conditions of Corporate Governance as stipulated under Listing Regulations.A Certificate of the CEO/Managing Director and CFO of the Company in terms of ListingRegulations inter-alia confirming the correctness of the financial statements and cashflow statements adequacy of the internal control measures and reporting of matters to theAudit Committee are part of this Annual Report.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

During the year under Report the Company has in place Anti-sexual Harassment Policy andalso complied with the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and constituted an ‘Internal ComplaintsCommittee' to ensure protection against sexual harassment of women at workplace and forthe prevention and redressal of complaints of sexual harassment at all the administrativeunits and offices. During the Year under Report there was no instance of SexualHarassment of Women at Workplace.

34. 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.

35. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continuedsupport from the Company's

Bankers valued Customers Distributors Suppliers of the Company.

The Directors are also thankful to the officials of the Government of India StateGovernmentsLocal 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: 10th August 2021 [DIN: 00389587]

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