CHOTHANI FOODS LIMITED
The directors take pleasure in presenting the 08th Annual report togetherwith the Audited financial accounts for the Year ended 31st March 2021.
The working results of the company for the year ended are as follows:
|Particulars ||Financial Year ended |
| ||31/03/2021 ||31/03/2020 |
|Total Income ||39685530.59 ||45743908.40 |
|Finance Charges ||1026064.51 ||899431.00 |
|Depreciation ||766125.73 ||889924.28 |
|Income Tax (Current and prior year) ||235981.00 ||359899.00 |
|Deferred Tax Liability ||7707.22 ||21839.24 |
|Extra-ordinary Items ||NIL ||NIL |
|Net Profit/(Loss) After Tax ||882702.83 ||1224832.40 |
|Profit/(Loss) carried to Balance Sheet ||882702.83 ||1224832.40 |
During the year the net profit from operations of your Company is INR 882702.83(Rupees Eight Lakhs Eighty Two Thousand Seven Hundred Two and Eighty Three Paise only).
The Authorized Share Capital of your Company as on 31st March 2021 stoodat INR 55000000.00 (Indian Rupees Five Crore Fifty Lakhs Only) comprising of 5500000Equity Shares (Fifty Five Lakhs) of INR 10/ - each.
As on 31st March 2021 the issued subscribed and paid up share capital ofyour Company stood at INR 51600000.00 ((Indian Rupees Five Crore Sixteen Lakhs Only)comprising of 5160000 Equity Shares (Fifty One Lakhs Sixty Thousand) of INR 10.00 each.During the year under review the Company has not made any allotment of Shares /Securities.
No divined is being recommended by the Directors for the year ending on 31stMarch 2021. As the Board of Directors wants to plough back the profit in the business.
During the year under review your company has not accepted any deposits from the publicand therefore no information is required to be furnished in respect of outstandingdeposits.
CHANGES IN NATURE OF BUSINESS
There is no significant change made in the nature of the company during the financialyear.
NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES
Not Applicable as the company has no subsidiaries joint ventures or associatescompany.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. The Company on various activities also putsnecessary internal control systems in place across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
DEMATERIALIZATION OF SHARES
100% Shareholding of the Company is in dematerialized form and the Company has enteredinto Tripartite Agreement with NSDL and CDSL for providing demat facilities to itsshareholders KFin Technologies Private Limited continue to be our Registrar and ShareTransfer Agent.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Particulars of contractor arrangements with related parties is annexed herewith in Form AOC- 2 as "Annexure- A"
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
During the year Mr. Ashok Chothani was liable to retire by rotation and wasre-appointed in the 7th AGM. The Company has also received Disclosure ofInterest by Directors as per the provisions of Section 184 of Companies Act 2013.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR(S) UNDER SECTION 149
The Board confirms that all the Independent Directors on the Board have given adeclaration of their Independence to the Board as required under Section 149(6) of theCompanies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013 during the Financial Year 2020-21.
Your Company has transferred a net profit of INR 882702.83 (Rupees Eight Lakhs EightyTwo Thousand Seven Hundred Two and Eighty Three Paise only) to Reserves during thefinancial year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Monil Ashok Chothani Director (DIN: 07978664) of thecompany is liable to retire by rotation at the ensuring Annual General Meeting and beingeligible offers himself for re-appointment.
The Independent Directors of the Company have submitted the declaration of independencepursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provide in section 149(6) of the Companies Act 2013.
The Board of Directors has appointed Mr. Nikunj Vasantlal Chheda (DIN: 08033201) as anAdditional Director in the capacity of Non-Executive Independent Director of the Companyon 31st August 2021 on the recommendation of Nomination and RemunerationCommittee he shall hold office up to the date of the ensuing annual general meeting andbeing eligible offered himself for appointment as an Independent director by the membersin the annual general meeting.
In compliance with the provisions of the Companies Act 2013 and other provisions ifany the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its Nomination& Remuneration Committee and Shareholder's Grievance Committee.
MEETING OF BOARD OF DIRECTORS A) Number of Board Meetings in the year
During the year 05 meetings of the Board of Director's were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.
|Sr. No. ||Date on which board Meetings were held |
|1. ||15th June 2020 |
|2. ||30th July 2020 |
|3. ||13 th November 2020 |
|4. ||7th December 2020 |
|5. ||22nd February. 2021 |
B) Attendance of Directors at Board meetings held in the previous year are as follows:
|Name of Director ||Category of Director ||No. of Board Meeting attended ||Attendance at the last AGM ||No. of Committee Membership in which he/she is a Chair Person |
|1 Neeraj Ashok Chothani (DIN: 06732169) ||Managing Director ||5 ||Yes ||Member in Two Committee |
|2 Ashok Shivji Chothani (DIN:06732163) ||Chairman &Director ||5 ||Yes ||Not member in any committee |
|3 Sunil Shivji Chothani (DIN: 06732173) ||Executive NonIndependent Director ||5 ||Yes ||Member in Two Committee |
|4 Mansi Harsh Dave (DIN: 07663806) ||Independent Director ||5 ||Yes ||Member in Three Committee |
|5 Monil Chothani (DIN: 07978664) ||Non-Executive Non Independent Director ||5 ||Yes ||Member in Two Committee |
There are three Committees constituted as per Companies Act 2013. They are:
A. Audit Committee
B. Nomination & Remuneration Committee
C. Stakeholders & Relationship Committee
A. Audit Committee
During the year Four (5) Audit Committee meetings were held on 15-06-2020 30-07-202013-11-2020 07-12-2020 and 22-02-2021.
|Name ||Designation ||Position in committee ||No. of Meetings Attended |
|1 Mrs. Mansi Harsh Dave ||Independent Director ||Chairman ||4 |
|2 Mr. Sunil Shivii Chothani ||Whole-Time Director ||Member ||4 |
|3 Mr. Neeraj Ashok Chothani ||Managing Director ||Member ||4 |
B. Nomination and Remuneration Committee
During the year Two (2) Nomination & Remuneration Committee meetings were held on30-072020 and 13-11-2020.
|Name ||Designation ||Position in Committee ||No. of Meetings Attended |
|1 Mrs. Mansi Harsh Dave ||Independent Director ||Chairperson ||02 |
|2 Mr. Sunil Shivji Chothani ||Whole-Time Director ||Member ||02 |
|3 Mr. Monil Ashok Chothani ||Director ||Member ||02 |
C. Stakeholders Relationship Committee
During the year Two (2) Stakeholders Relationship Committee meetings were held on30-07-2020 and 13-11-2020.
|Name ||Designation ||Position in Committee ||No. of Meetings Attended |
|1 Mrs. Mansi Harsh Dave ||Independent Director ||Chairman ||02 |
|2 Mr. Monil Ashok Chothani ||Whole-Time Director ||Member ||02 |
|3 Mr. Neeraj Ashok Chothani ||Managing Director ||Member ||02 |
D. Independent Director Meeting:
During the year no Independent Director meeting was held as the Company has only onedirector as an Independent Director. The Company is in process to identify the appropriatecandidate who can act as an Independent Director.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
Mr. Nikunj Vasantlal Chheda has been appointed as an Additional Director in thecapacity of Independent Director of the Company with effect from 31st August2021.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Pursuant to rule 8(3) of the Companies (Accounts) Rules 2014 it is stated that theCompany has no particulars to be furnished under the head Energy Conservation andTechnology Absorption because it has carried on no manufacturing activity during the yearunder review. The operations of the Company are not power intensive. The Company ishowever taking every possible steps to conserve the energy wherever possible. It hasimported no technology.
During the year there is no expenditure/Income of foreign exchange.
EXPLANATION/COMMENTS BY THE BOARD ON QUALIFICATION RESERVATION OR ADVERSE REMARK ORDISCLAIMER MADE IN AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT
During the audit Period only 1 Independent Directors is on board of directors of theCompany One Director had resigned from the Board of Directors of the Company in the year2018-19 and since then the place of 1 Independent Director is vacant.
The Company was in process to identify the appropriate candidate who can act as anIndependent Director and Now Mr. Nikunj Vasantlal Chheda has been appointed as anAdditional Director in the capacity of Independent Director of the Company with effectfrom 31st August 2021.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Auditors have not reported any fraud(s) during the period under review.
DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY
In line with the provisions of the Companies Act 2013 and the rules framed there underwith respect to the Corporate Social Responsibility (CSR) your company is not governed bythe provisions of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014. So the Company is not required to formulate a policyon CSR and also has not constituted a CSR Committee.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as
"Annexure - B".
DIRECTORS' RESPONSIBILITY STATEMENT
(i) To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms of theSection 134(3)(c) of the Companies Act 2013.
(ii) That in the preparation of the annual financial statements for the year endedMarch 31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(iii) That such accounting policies as mentioned in the Financial Statements as'Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2021 and of theprofit of the Company for the year ended on that date;
(iv) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(v) That the annual financial statements have been prepared on a going concern basis;
(vi) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vii) That proper system to ensure compliance with the provisions of all applicablelaws was in place and was adequate and operating effectively.
(I) Statutory Auditors
M/s. Rakesh Agarwal & Associates Chartered Accountants (Firm Registration No.119168W) were appointed as statutory auditors of the company at 3rd AGM for aperiod of 5 years. Currently they are holding office of the auditors up to the conclusionof the 8th AGM.
As per Section 139(2) of the Companies Act 2013 ('the Act') No listed company shallappoint or reappoint an individual as auditor for more than one term of five consecutiveyears.
Accordingly as per the said requirements of the Act M/s. Urvesh Tanna & Company(Proprietor) Chartered Accountants (Firm Registration No. 143047W) is proposed to beappointed as statutory auditors of the company for a period of 5 years commencing fromthe conclusion of 8th AGM till the conclusion of the 13th AgM.
M/ s. Urvesh Tanna & Company Chartered Accountants (Firm Registration No.143047W) have consented to the said appointment and confirmed that his appointment ifmade would be within the limits specified under Section 141(3)(g) of the Act. He hasfurther confirmed that he is not disqualified to be appointed as statutory auditors interms of the provisions of the proviso to Section 139(1) Section 141(2) and Section141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules 2014.
The Audit Committee and the Board of Directors have recommended the appointment of M/s.Urvesh Tanna & Company Chartered Accountants (Firm Registration No. 143047W) asstatutory auditors of the Company from the conclusion of the 8th AGM till the conclusionof 13th AGM to the shareholders.
(II) Secretarial Auditors
In terms of Section 204 of the Companies Act 2013 and Rules made there under M/s KPratik & Associates Practicing Company Secretary have been appointed as aSecretarial Auditors of the Company. The Secretarial Audit report of the SecretarialAuditor is enclosed as "Annexure-C to this Report"
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report and ismarked as "Annexure-D " to this Report.
Further during the year no employees of the Company were in receipt of remuneration interms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the financial year under review isannexed as a part of this Annual Report as "Annexure-E."
Company is listed on BSE-SME. Hence Corporate Governance Report is not applicable tothe company for financial year 2020-21.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal withinstances of fraud and mismanagement if any. This mechanism is looked after by the AuditCommittee of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards on Meetings of the Board ofDirectors and General Meetings issued by the Institute of Company Secretaries of India(ICSI).
There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensuresthat there is a healthy and safe atmosphere for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employee.
The Board wishes to place on record their sincere appreciation and acknowledge withgratitude the effort put in and co-operation extended by bankers shareholders employeesat all levels and all other associated persons bodies or agencies for their continuedsupport.