CKP Products Ltd.
|BSE: 538425||Sector: Others|
|NSE: CKPPRODUCT||ISIN Code: INE977V01017|
|BSE 05:30 | 01 Jan||CKP Products Ltd|
|NSE 05:30 | 01 Jan||CKP Products Ltd|
|BSE: 538425||Sector: Others|
|NSE: CKPPRODUCT||ISIN Code: INE977V01017|
|BSE 05:30 | 01 Jan||CKP Products Ltd|
|NSE 05:30 | 01 Jan||CKP Products Ltd|
CKP Products Limited
The Directors of your Company have pleasure in presenting the Fifth Annual Report onthe business and operations of the Company together with the audited financial statementsfor the financial year ended 31st March 2019 on standalone basis as well as consolidated.
1. Financial Highlights (Standalone):
2. Financial Performance (Standalone):
The total revenue generated of our Company for the year ended 31st March 2019 havegrown by 47.29% as compared with the previous year. Net Profit for the year under reviewwhereas has been decreased by 53.12% as compared to the previous financial year.
Our Company have considered it financially prudent in the long-term interest of theCompany to reinvest the profits to build a strong reserve base and grow the business ofthe Company. Therefore no dividend has been recommended for the year ended 31st March2019.
4. Transfer to Reserves:
The Company has not transferred any amounts to reserve during the financial year ended31st March 2019.
5. Share Capital:
Authorized Share Capital:
The Authorized Share Capital of the Company as at 31st March 2019 is Rs.42500000/-divided into 4250000 Equity Shares of Rs. 10/- each.
Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at 31st March 2019 is Rs.40230000/- divided into 4023000 Equity Shares of Rs. 10/- each.
6. Auditors and Their Reports:
Pursuant to Section 139(2) of the Companies Act 2013 read with rule 6 of Companies(Audit and Auditors) Rules 2014 M/s. R.T. & Co. Chartered Accountants wereappointed for period of 5 years in third Annual General Meeting held on 30th September2016.
The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. R.T. & Co. Chartered Accountants as the Auditors of theCompany by the Members at the ensuing AGM.
The auditors' report for the financial year under consideration does not contain anyqualifications reservations or adverse remarks. The said report also forms a part of thisAnnual Report.
In terms of the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourBoard at its meeting held on 08th March 2019 appointed M/s. AJS & AssociatesCompany Secretaries as the Secretarial Auditor of the Company to conduct the SecretarialAudit for the financial year ended 31st March 2019 and to submit Secretarial Audit Reportin Form No. MR-3. A copy of the Secretarial Audit Report received from M/s. AJS &Associates in the prescribed Form No. MR-3 is annexed to this Board's Report and which ismarked as "Annexure - A".
Pursuant to Section 138 of the Act and rules framed therein the Board of Directors hasappointed M/s. Ritesh Burad & Co. Chartered Accountants (Membership No. 103781) asthe Internal Auditors for conducting Audit for the financial year under consideration.
The internal auditor has not reported any qualifications reservations or adverseopinions during the year under review.
7. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is included in thisAnnual Report. Certain statements in the aforementioned report may be forward looking.Many factors may affect the actual results which could be different from what theDirectors envisage in terms of the future performance and outlook. A report in the form ofManagement Discussion and Analysis Report is annexed hereto as "Annexure B"and forms part of this Report.
8. Subsidiaries Joint Ventures and Associate Companies: Subsidiary /Joint Ventures:
The Company has not entered into joint venture with any Company but has the followingsubsidiaries as on 31st March 2019:
Eternite Trading FZE (100%) (UAE)
The Company has made disinvestment from its subsidiaries viz. Wiseman Commodities Sdn.Bhd. (Malaysia) with effect from 11th May 2018.
The Company does not have any investment in other companies which can be categorized asAssociate Companies.
In terms of Section 129 of the Companies Act 2013 read with third proviso to Rule 5 ofCompanies (Accounts) Rules 2014 the statement containing the salient feature of thefinancial statement of Subsidiary as well as Associate Company in Form AOC-1 isenclosed as "Annexure C" which forms a part of this report.
9. Details of Directors Including Those Who Were Appointed or Have ResignedDuring the Year:
Appointment & Cessation:
During the year under review the following directors were appointed in the AnnualGeneral Meeting held on 29th September 2018:
And the following directors resigned from the Board with effect from 04th October2018:
In accordance with the provisions of the Companies Act 2013 Ms. Shradha DhandaDirector of the Company being the longest in the office amongst the directors liable toretire by rotation retires from the Board by rotation this year and being eligible hasoffered her candidature for re appointment. Necessary resolution for this purpose is beingproposed in the notice of the ensuing Annual General Meeting for the approval of themembers.
10.Key Managerial Personnel:
During the year under review the Company had the following Key Managerial Personnel:
Mr. Dhrutish Kapadia Chief Executive Officer (The term of two years of hisoriginal appointment had expired thus he was reappointed for a further term of five yearstill 2023 in the board meeting held on 02nd April 2018.)
Mr. Anurag Bhosale Chief Financial Officer*
Ms. Diviya Nadar Company Secretary*
Mr. Anurag Bhosale was appointed as a CFO in place of Mr. Bhupesh Jain witheffect from 08th March 2019.
Ms. Diviya Nadar was appointed as a Company Secretary in place ofMr. Deep Shah with effect from 01st June 2018.
11.Declaration by Independent Directors:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 and Regulation 25 of the SEBI LODR that he/shemeets the criteria of independence laid down in Section 149(6) of the Companies Act 2013and Regulation 16 of SEBI LODR.
The meetings of the Board are scheduled at regular intervals to discuss and decide thebusiness performance policies strategies and other matters of significance. The scheduleof the meetings is circulated in advance to ensure proper planning and effectiveparticipation in meetings.
Ten Meetings of Board of Directors were held during the financial year 2018-19. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013. The details of the Board Meeting and the Attendance of the Directorsare provided in the Corporate Governance Report which forms a part of this Annual Report.
The Company did not hold any public deposits at the beginning of the year nor has itaccepted any public deposits during the year under review.
14.Particulars of Contracts or Arrangements made with Related Parties:
The Company does not have any contract or arrangement or transaction with related partyin terms of Section 188 of the Companies Act 2013. Hence the disclosure required to beprovided under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is notapplicable and need not to be furnished.
The Disclosures as required under Accounting Standard 18 (AS-18) 'Related PartyDisclosures'' notified under Rule 7 of the Companies (Accounts) Rules 2014 have beenprovided in the Notes forming part of the Financial Statements.
15.Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo:
In compliance with the provisions of Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 a statement containing informationon Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo isgiven in "Annexure- D" forming part of this Report.
The Company has not accepted any deposits from the public/members under Section 73 ofthe Act read with Companies (Acceptance of Deposits) Rules 2014 since inception.
17.Extract of The Annual Return:
In terms of Section 92 of the Companies Act 2013 read with the Companies (Managementand Administration) Rules 2014 details forming the part of the extract of Annual Returnin the Form No. MGT-9 as on 31st March 2019 is enclosed in "Annexure E"forming part of this Report.
18.Particulars of Employees:
The information required pursuant to Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company has been appended as "Annexure F".
The Board of Directors affirms that the remuneration paid to employees of the Companyis as per the Remuneration Policy of the Company.
Pursuant to the provisions of Section 134 of the Companies Act 2013 and Regulation 19of SEBI LODR the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsvarious committees. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its
Committees Board culture execution and performance of specific duties obligationsindependence governance ethics and values adherence to corporate governance normsinterpersonal relationships attendance and contribution at meetings etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairperson of the Board who were evaluated on parameters suchas participation and contribution by a Director commitment including guidance providedto the senior management outside of Board/ committee meetings effective deployment ofknowledge and expertise effective management of relationship with various stakeholdersindependence of behaviour and judgment etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of theChairperson and CEO was carried out by the Independent Directors. The evaluation processhas been explained in the corporate governance report. The Board reviewed the evaluationresults as collated by the Nomination and Remuneration Committee.
20.Detail of Loans Guarantees and Investments u/s 186 of the Act:
In terms of Section 186 of the Companies Act 2013 and Rules framed thereunder detailsof the Loans given and Investments made by your Company have been disclosed in Note No. 10& 11 of the Notes to Financial Statements for the year ended 31st March 2019 whichforms part of this Annual Report.
Our Company has not given any guarantee or provided any security during the year underreview.
21.Policy Against Sexual Harassment:
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. The Companyis committed to provide a safe and secure environment to its women employees across itsfunctions and other women stakeholders as they are considered as integral and importantpart of the Organization. The policy aims to provide protection to employees at theworkplace and preventing and redressing complaints of sexual harassment and it coversmatters connected or incidental thereto. There were no cases/ complaints reported duringthe year under review.
22.Compliance with Secretarial Standards on Board and General Meetings:
During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).
23. Statutory Disclosures:
None of the Directors of our Company are disqualified as per the provisions of Section164(2) of the Companies Act 2013. Our Directors have made necessary disclosures asrequired under various provisions of the Companies Act and SEBI LODR.
In terms of provisions of Section 177 of the Companies Act 2013 and Rules framedthereunder read with Regulation 22 of the Listing Regulations the Company has a VigilMechanism cum Whistle Blower
Policy (Vigil Mechanism') in place. The Vigil Mechanism is a system for providinga tool to the employees of the Company to report violation of personnel policies of theCompany unethical behavior suspected or actual fraud violation of code of conduct. TheCompany is committed to provide requisite safeguards for the protection of the persons whoraise such concerns from reprisals or victimization. Further details in this regard havebeen outlined in the Corporate Governance report annexed to this Annual Report.
25.Policy on Nomination and Remuneration:
The Company's current policy is to have an appropriate mix of Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. The Board periodically evaluates the need for change in itscomposition and size. The Nomination and Remuneration Committee is entrusted with theresponsibility of identifying and ascertaining the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommending their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line with therequirement of Section 178 of the Companies Act 2013. The Policy inter alia provides thata person should possess adequate qualification expertise and experience for the positionhe / she is considered for appointment. The Committee has discretion to decide whetherqualification expertise and experience possessed by a person is sufficient / satisfactoryfor the concerned position. The policy is made available at Company's website uploaded atthe link http://www.ckpproducts.in/documents/policies/Nomination_and_Remuneration.pdf
26.Prevention of Insider Trading Code:
In accordance with SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas formulated and approved:
An Insider Trading Code to regulate dealing in the securities of the Company bydesignated persons in compliance with the regulations; and
A Policy for Fair Disclosure of Unpublished Price Sensitive Information.
The aforementioned policy is made available at the company's website uploaded at thelink http://www.ckpproducts.in/documents/policies/Insider_Trading_Policy_2015.pdf
The Company believes that intellectual capital represents its most valuable asset.People are one of the key and critical success factors for the Company. The Companyencourages a performance driven culture and enables the employees with focused training atregular intervals. In an ever-increasing competitive landscape our focus is on continuousskill development at every level. Regular training programmes are organized to helpacquire new skills and to refresh and upgrade the existing ones.
Employee satisfaction is a top priority and the Company ensures that all its employeesenjoy a safe healthy and progressive work environment at all its offices. The Company'sHR works cohesively with the employees to help them in their personal as well asprofessional development.
Your Company is committed to maintain the highest standards of corporate governance. Webelieve that sound corporate governance is critical to enhance and retain investor. Wehave implemented several best corporate governance practices in the Company to enhancelong-term shareholder value and respect minority rights in all our business decisions. Ourcorporate governance report for FY19 pursuant to Regulation 34 (3) read with Schedule V ofthe Securities and Exchange Board of India (Listing Obligations and DisclosuresRequirements) Regulations 2015 also forms part of this Annual Report.
29. Regulatory Actions:
There are no significant or material orders passed by the regulators or courts ortribunals which could impact the going concern status and operations of the Company infuture.
30. Material Changes:
There have been no material changes and commitments affecting the financial position ofthe Company have occurred between 31st March 2019 and date of this report. Further it ishereby confirmed that there has been no change in the nature of business of the Company.
31. Corporate Social Responsibility (CSR):
During the year under review the Company does not satisfies the Condition forcomposition of a CSR Committee. The Board annually reviews the criteria for applicabilityof the CSR Committee for the company.
32. Directors' Responsibility Statement:
In terms of the provisions of Companies Act 2013 the Directors state that:
In preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the Company at the end of the financialyear as on 31st March 2019 and of the profit of the Company for that period;
The directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
The directors had prepared the annual accounts on a going concern basis; Thedirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and
The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors regulators banks financial institutionsstock exchanges and depositories auditors legal advisors consultants businessassociates and all the employees with whose help cooperation and hard work the Company isable to achieve the results.
The Board deeply acknowledges the trust and confidence placed by the consumers of theCompany and all its shareholders.