CKP Products Limited
The Directors of your Company have pleasure in presenting the Fourth Annual Report onthe business and operations of the Company together with the audited financial statementsfor the financial year ended 31st March 2018 on standalone basis as well asconsolidated.
|A. Financial Highlights (Standalone): || || |
| || || |
| ||2017-2018 ||2016-2017 |
|Particulars || || |
| ||(In Rs.) ||(In Rs.) |
|Total Income ||1695919019 ||1466776854 |
|Profit before Depreciation & Tax ||24055183 ||20538132 |
|Less: Depreciation ||735413 ||392331 |
|Profit before Tax ||23319769 ||20145801 |
|Less: Tax || || |
|? Current Tax ||7490910 ||6795776 |
|? Deferred Tax ||79243 ||68095 |
|Profit after tax ||15908102 ||13281930 |
|Balance of profit of previous year ||13874443 ||10342513 |
|Reserves & Surplus ||94290386 ||33874443 |
B. Financial Performance (Standalone):
Sales and Other Income for the year ended 31st March 2018 have grew by15.62% as compared to the previous year. Net Profit for the year under review has alsoincreased by 19.77% against the previous financial year.
Yours Directors 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 31stMarch 2018.
D. Transfer to Reserves:
The Company has not transferred any amounts to reserve during the financial year ended31st March 2018.
E. Share Capital:
? Authorized Share Capital:
The Authorized Share Capital of the Company as at 31st March 2018 isRs.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 2018 isRs. 40230000/- divided into 4023000 Equity Shares of Rs. 10/- each.
F. Auditors and Their Reports:
? Statutory Auditor:
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 30thSeptember 2016.
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 the Companyby 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.
? Secretarial Auditor:
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 01st September 2017 appointed M/s. AJS &Associates Company Secretaries as the Secretarial Auditor of the Company to conductthe Secretarial Audit for the financial year ended 31st March 2018 and tosubmit Secretarial Audit Report in Form No. MR-3.
A copy of the Secretarial Audit Report received from M/s. AJS & Associates in theprescribed Form No. MR-3 is annexed to this Board's Report and marked as "Annexure- A".
? Internal Auditor:
Pursuant to Section 138 of the Act and rules framed therein the Board of Directors hasappointed M/s. Chandulal & Co. Chartered Accountants (Membership No. 037266) as theInternal 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.
G. 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.
H. Subsidiaries Joint Ventures and Associate Companies:
? Subsidiary / Joint Ventures:
The Company has not entered into joint venture with any Company but has the followingtwo subsidiaries as at 31st March 2018:
? Eternite Trading FZE (100%) (UAE)
? Wiseman Commodities Sdn. Bhd. (100%) (Malaysia)*
Note: The Company has made disinvestment from its subsidiaries viz. WisemanCommodities Sdn. Bhd. and Naik Foods Private Limited with effect from 11th May2018 and 14th July 2017.
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.
I. Details of Directors Including Those Who Were Appointed or Have Resigned During theYear:
? Appointment & Cessation:
During the year under review Mr. Chanakya Dhanda was appointed as an AdditionalDirector w.e.f. 04th April 2017 and the said appointment was regularizedw.e.f. 30th September 2016 and Mr. Anup Karwa resigned from the directorshipw.e.f. 12th June 2017.
The Company has received consent from the following persons to act as a director andhas given a declaration to the effect that they are not disqualified under the provisionsof Section 164 of Companies Act 2013 to act as a director.
|Name of the Proposed Directors ||Proposed Designation |
|Ms. Shraddha Dhanda ||Non-Executive Non-Independent Director |
|Ms. Kruti Bhagat ||Non-Executive Independent Director |
|Mr. Abhishek Jain ||Non-Executive Independent Director |
The resolution forms a part of the notice for approval of the shareholders in theensuing Annual General Meeting.
In accordance with the provisions of the Companies Act 2013 Mr. Prafulla BhatDirector 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 their candidature for re appointment. Necessary resolution for this purpose isbeing proposed in the notice of the ensuing Annual General Meeting for the approval of themembers.
J. Key Managerial Personnel:
During the year under review the Company had the following Key Managerial Personnel: ?Mr. Dhrutish Kapadia Chief Executive Officer ? Mr. Bhupesh Jain Chief Financial Officer ?Mr. Deep Shah Company Secretary*
Note: Ms. Diviya Nadar was appointed as a Company Secretary in place of Mr. DeepShah with effect from 01st June 2018*.
K. Declaration by Independent Directors:
The independent directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section 149(6).
L. Board Meetings:
Nine meetings of Board of Directors were held during the financial year 2017-18. Thedetails of the Board Meeting and the Attendance of the Directors are provided in theCorporate 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.
N. 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 Note No. 28 & 29 of the Notes forming part of the Financial Statements.
O. 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.
Q. 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 31stMarch 2018 is enclosed in "AnnexureE" forming part of this Report.
R. 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.
S. Performance Evaluation:
The Board has carried out the annual evaluation of its own performance and of each ofthe directors individually including the Independent Directors and Chairman as well ofthe working of its committees. The manner in which the evaluation has been carried out hasbeen explained in detail in the Corporate Governance Report which forms part of thisAnnual Report.
T. 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. 11of the Notes to Financial Statements for the year ended 31st March 2018 whichforms part of this Annual Report. Your Company has not given any guarantee or provided anysecurity during the year under review.
U. 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.
V. 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).
W. Vigil Mechanism:
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 forproviding a tool to the employees of the Company to report violation of personnel policiesof the Company unethical behavior suspected or actual fraud violation of code ofconduct. The Company is committed to provide requisite safeguards for the protection ofthe persons who raise such concerns from reprisals or victimization. Further details inthis regard have been outlined in the Corporate Governance report annexed to this AnnualReport.
X. Policy on Nomination and Remuneration:
The Nomination and Remuneration Committee is entrusted with the responsibility ofidentifying and ascertaining the integrity qualification expertise and experience of theperson for appointment as Director KMP or at Senior Management level and recommendingtheir 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
Y. 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
Z. Human Resource:
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.
Pursuant to Regulation 34 (3) read with Schedule V of the Securities and Exchange Boardof India (Listing Obligations and Disclosures Requirements) Regulations 2015 CorporateGovernance report which also forms part of this Annual Report.
BB. 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.
CC. Material Changes:
There have been no material changes and commitments affecting the financial position ofthe Company. Further it is hereby confirmed that there has been no change in the natureof business of the Company.
DD. 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.
EE. 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 31stMarch2018 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
? The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give true and fairview of the state of affairs of the Company at the end of the financial year as on 31stMarch 2018 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.
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.
| || |
| ||By Order of the Board of Directors |
| ||For CKP PRODUCTS LIMITED |
| || |
| ||Sd/- |
| ||Prafulla Bhat |
|Date: 05th September 2018 ||Chairman |
|Place: Mumbai ||DIN: 06604513 |