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Chothani Foods Ltd.

BSE: 540681 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE344X01016
BSE 00:00 | 02 Jun 3.08 0
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NSE 05:30 | 01 Jan Chothani Foods Ltd
OPEN 3.08
PREVIOUS CLOSE 3.08
VOLUME 10000
52-Week high 9.35
52-Week low 2.75
P/E 12.32
Mkt Cap.(Rs cr) 2
Buy Price 3.08
Buy Qty 10000.00
Sell Price 5.00
Sell Qty 10000.00
OPEN 3.08
CLOSE 3.08
VOLUME 10000
52-Week high 9.35
52-Week low 2.75
P/E 12.32
Mkt Cap.(Rs cr) 2
Buy Price 3.08
Buy Qty 10000.00
Sell Price 5.00
Sell Qty 10000.00

Chothani Foods Ltd. (CHOTHANIFOODS) - Director Report

Company director report

To

The Members

CHOTHANI FOODS LIMITED

The directors take pleasure in presenting the 06th Annual report together with theAudited financial accounts for the Year ended 31st March 2019.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows:

Financial Year ended
Particulars 31/03/2019 31/03/2018
Total Income 47778254.74 41027079.96
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 3587470.20 2758162.60
Finance Charges 879025.00 927852.00
Depreciation 1016476.73 1095865.00
Income Tax (Current and prior year) 361335.00 320660.00
Deferred Tax Liability 43202.30 95818.38
Extra-ordinary Items NIL NIL
Net Profit/(Loss) After Tax 1287431.16 1245819.22
Profit/(Loss) carried to Balance Sheet 1287431.16 1245819.22

FINANCIAL HIGHLIGHTS

During the year the net profit from operations of your Company is INR 1287431.16(Rupees Twelve Lakhs Eighty Seven Thousand Four Hundred Thirty One and Sixteen Paiseonly).

CAPITAL STRUCTURE

The Authorized Share Capital of your Company as on 31st March 2019 stood at INR55000000.00 (Indian Rupees Five Crore Fifty Lakhs Only) comprising of 5500000 EquityShares (Fifty Five Lakhs) of INR 10/- each.

As on 31st March 2019 the issued subscribed and paid up share capital of yourCompany 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.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31st March2019. As the Board of Directors wants to plough back the profit in the business.

DEPOSIT

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

At the end of the financial year under review none of the Company have become or ceasedto be subsidiaries joint ventures or associate companies.

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.

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 contract or arrangements with related parties is annexed herewith inForm 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.

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 2018-19.

RESERVES

Your Company has transferred a net profit of INR 1287431.16 (Rupees Twelve LakhsEighty Seven Thousand Four Hundred Thirty One and Sixteen Paise only) to Reserves duringthe financial year under review.

DIRECTORS

Retire by Rotation- Neeraj Chothani

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Neeraj Chothani Director (DIN: 06732169) of the companyis liable to retire by rotation in the forth coming Annual General Meeting and beingeligible he offer himself for re-appointment.

BOARD EVALUATION

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. 30th May 2018
2. 15th June 2018
3. 31st August 2018
4. 10th November 2018
5. 15th February 2019

B) Attendance of Directors at Board meetings held in the previous year are as follows:

Sr. No. Name of Director Category of Director No. of Board Meetings 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 Three Committee
2. Ashok Shivji Chothani (DIN : 06732163) Chairman & Director 5 Yes Member in one Committee
3 Sunil Shivji Chothani (DIN: 06732173) Non-Executive Non Independent Director 5 Yes Member in Three Committee
4 Bhavesh Jagdish Dadia (DIN: 01246560)* Independent Director 1 Yes --
5 Mansi Ajit Pandya (DIN: 07663806) Independent Director 5 Yes Member in Three Committee
6 Mr. Monil Chothani (DIN: 07978664) Non-Executive Non Independent Director 5 Yes Member in Two Committee

* resigned w.e.f Board meeting dated 15th June 2018.

COMMITTEES

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 Two (2) Audit Committee meetings were held on 30-05-2018 and10-11-2018.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Ms. Mansi Ajit Pandya Independent Director Chairman 2
2 Mr. Bhavesh Jagdish Dadia* Independent Director Member 1
3 Mr. Sunil Shivji Chothani Whole-Time Director Member 2
4 Mr. Neeraj Ashok Chothani Managing Director Member 2

Note: Mr. Bhavesh Jagdish Dadia Independent Director resigned from the directorship ofthe Company w.e.f 15th June 2018.

B. Nomination and Remuneration Committee

During the year Two (2) Nomination & Remuneration Committee meetings were held on30-05-2018 and 10-11-2018.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Ms. Mansi Pandya Independent Director Chairperson 02
2 Mr. Sunil Shivji Chothani Whole-Time Director Member 02
3 Mr. Neeraj Ashok Chothani Managing Director Member 02

C. Stakeholders Relationship Committee

During the year Two (2) Stakeholders Relationship Committee meetings were held on30-05-2018 and 10-11-2018.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Ms. Mansi Pandya Independent Director Chairman 02
2 Mr. Sunil Shivji Chothani Whole-Time Director Member 02
3 Mr. Neeraj Ashok Chothani Managing Director Member 02

D. Independent Director Meeting:

During the year a meeting of Independent Directors was held on 30-05-2018.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

Independent Directors of the company met one time during the year on 30th March 2018as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

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

There are no material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report.

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.

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 2019 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 2019 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 adequateaccountingrecords 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.

AUDITORS

(I) Statutory Auditors

M/s. Rakesh Agarwal & Asociates Chartered Accountants who are the StatutoryAuditor of the Company hold office until the Conclusion of the ensuing AGM to be held forthe financial year ended 2019 and are eligible for re-appointment. As required by theprovision of the Companies Act 2013 their appointment should be ratified by members eachyear at the AGM.

(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"

DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.60 Lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs. 60 Lacs during the financial year 2018-19.

Appointment & Remuneration of Managerial Personnel is annexed herewith as"Annexure-D"

CORPORATE GOVERNANCE

Company is listed on BSE-SME. Hence Corporate Governance Report is not applicable tothe company for financial year 2018-19.

SEXUAL HARASSMENT

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.

ACKNOWLEDGEMENT

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.

Date: 7th September 2019 For Chothani Foods Limited
Place: Mumbai Sd/-
Neeraj Chothani
Managing Director
(DIN: 06732169)