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Chothani Foods Ltd.

BSE: 540681 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE344X01016
BSE 00:00 | 22 Mar 5.80 0.23
(4.13%)
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5.80

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5.80

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NSE 05:30 | 01 Jan Chothani Foods Ltd
OPEN 5.80
PREVIOUS CLOSE 5.57
VOLUME 10000
52-Week high 9.43
52-Week low 4.63
P/E 24.17
Mkt Cap.(Rs cr) 3
Buy Price 4.49
Buy Qty 10000.00
Sell Price 6.50
Sell Qty 10000.00
OPEN 5.80
CLOSE 5.57
VOLUME 10000
52-Week high 9.43
52-Week low 4.63
P/E 24.17
Mkt Cap.(Rs cr) 3
Buy Price 4.49
Buy Qty 10000.00
Sell Price 6.50
Sell Qty 10000.00

Chothani Foods Ltd. (CHOTHANIFOODS) - Director Report

Company director report

 

To

The Members

CHOTHANI FOODS LIMITED (Formerly known as "Ashok Masala Mart Limited")

The directors take pleasure in presenting the 05th Annual report together with theAudited financial accounts for the Year ended 31st March 2018.

FINANCIAL RESULTS

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

Particulars Financial Year ended
31/03/2018 31/03/2017
Total Income 41027079.00 83866599.00
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 2758162.60 2353815.97
Finance Charges 927852.00 546317.00
Depreciation 1095865.00 568166.00
Income Tax (Current and prior year) 320660.00 562402.00
Deferred Tax Liability 95818.38 11976.28
Extra-ordinary Items NIL NIL
Net Profit/(Loss) After Tax 1245819.22 1235223.81
Profit/(Loss) carried to Balance Sheet 1245819.22 1235223.81

FINANCIAL HIGHLIGHTS

During the year the net profit from operations of your Company is INR 1245819.22(Rupees Twelve Lakhs Forty Five Thousand Eight Hundred and Nineteen point Twenty two Paiseonly).

CAPITAL STRUCTURE

The Authorized Share Capital of your Company as on 31st March 2018 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 2018 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 made any further allotment of Shares /Securities comprising of 2660000 equity shares of INR 10.00 each aggregating to INR26600000.00.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31st March2018. 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 2017-18.

RESERVES

Your Company has transferred a net profit of INR 1245819.22 (Rupees Twelve LakhsForty Five Thousand Eight Hundred and Nineteen point twenty two Paise only) to Reservesduring the financial year under review.

DIRECTORS

Retire by Rotation- Sunil Chothani

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sunil Chothani Director (DIN: 06732173) of the company isliable 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 17 meetings of the Board of Director's were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.

Date on which board Meetings were held

07th April 2017

29th April 2017

01st May 2017

12th May 2017

15th May 2017

05th June 2017

06th June 2017

20th July 2017

26th July 2017

04th August 2017

12th August 2017

18th August 2017

12th September2017

13th November 2017

07th December 2017

15th December 2017

13th January 2018

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

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 17 Yes Member in Three Committee
2 Ashok Shivji Chothani (DIN : 06732163) Chairman & Director 17 Yes Member in one Committee
3 Sunil Shivji Chothani (DIN: 06732173) Non-Executive Non Independent Director 17 Yes Member in Two Committee
4 Bhavesh Jagdish Dadia (DIN: 01246560) Independent Director 16 Yes Member in Three Committee (Resigned on 15.06.2018)
5 Mansi Ajit Pandya (DIN: 07663806) Independent Director 16 Yes Member in Three Committee
6 Mr. Monil Chothani (DIN: 07978664) Non-Executive Non Independent Director 2 Yes Not Member in any Committee

Note: Mr. Monil Chothani Joined the board w.e.f. 13th November 2017 Mr. BhaveshDadia resigned from the Board w.e.f. 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 One (1) Audit Committee meeting were held on 13-11-2017.

Name Designation Position in committee No. of Meetings Attended
1 Mr.Bhavesh Dadia Independent Director Chairman 1
2 Ms. Mansi Pandya Independent Director Member 1
3 Mr. Neeraj Chothani Managing Director Member 1

B. Nomination and Remuneration Committee

During the year One (1) Nomination & Remuneration Committee meeting were held on13-11-2017.

Name Designation Position in committee No. of Meetings Attended
1 Ms. Mansi Pandya Independent Director Chairperson 1
2 Mr.Bhavesh Dadia Independent Director Member 1
3 Mr. Ashok Shivji Chothani Non executive Member 1
Non-Independent Director

C. Stakeholders Relationship Committee

During the year One (1) Stakeholders Relationship Committee meeting were held on13-11-2017.

Name Designation Position in committee No. of Meetings Attended
1 Mr.Bhavesh Dadia Independent Director Chairman 1
2 Ms. Mansi Pandya Non-Executive Director Member 1
3 Mr. Sunil Chothani Independent Director Member 1

D. Independent Director Meeting:

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 2018 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 2018 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.

AUDITORS

(I) Statutory Auditors

M/s. Rakesh Agarwal & Associates 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 2018 appointment should be ratified by members each year at theAGM.

(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 information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in this regardand the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014: a) None of the employees was employed throughout the financial year who wasin receipt of remuneration exceeding Rs. 10200000/- per annum or more. Therefore Rule5(2)(i) of the captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 850000/- per month. Therefore Rule 5(2)(ii) of thecaptioned Rules is not applicable.

c) No employee is a relative of any Director or Key Managerial personnel of theCompany. Therefore Rule 5(2)(iii) of the captioned Rules is not applicable to anyemployee.

CORPORATE GOVERNANCE

Company is listed on BSE-SME. Hence Corporate Governance Report is not applicable tothe company for financial year 2017-18.

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: 31st August 2018 For Chothani Foods Limited
Place: Mumbai Sd/-
Ashok Chothani
Chairman & Director
(DIN: 06732163)