To the Members,
The Board of Directors are pleased to present the 27TH
Annual Report of CHATHA FOODS LIMITED, CIN: L15310PB1997PLC020578, formerly known as
Chatha Foods Private Limited ( the Company ), together with the Audited Financial
Statements for the Financial Year ended 31st March 2024.
1. FINANCIAL SUMMARY:
Particulars |
For the period ended on 31st
March 2024 |
For the period ended on 31st March
2023 |
Revenue from Operations |
13379.93 |
11,722.77 |
Other Income |
3.27 |
1.46 |
Total Income |
13,383.20 |
11,724.23 |
Total Expenses |
12,527.33 |
11,387.23 |
Profit before exceptional and extraordinary items |
855.87 |
337.00 |
Exceptional items |
- |
- |
Extraordinary items |
- |
- |
Profit before tax |
855.87 |
337.00 |
Current Tax |
230.69 |
55.91 |
Deferred tax |
8.50 |
91.82 |
Minimum Alternate Tax (MAT) credit entitlement |
- |
(55.91) |
Profit for the year |
616.68 |
245.20 |
2. STATE OF COMPANY'S AFFAIRS AND REVIEW OF OPERATIONS:
During the year under review, the Company has earned a total revenue of
Rs. 13379.93 Lakhs for the year ended March 31, 2024 as against Rs. 11,722.77 Lakhs in the
previous financial year.
The Company has recorded a profit (PBT) of Rs. 855.87 Lakhs for the
year ended March 31, 2024 as compared to Rs. 337 Lakhs in the previous financial year.
The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024
stood at Rs. 616.68 Lakhs as compared to Rs. 245.20 Lakhs in the previous financial year.
3. Alteration to Memorandum and Articles of Association:
During year under review, Company has altered its MOA and AOA in
following events:
Conversion of Private Limited into Public Limited:
The Company was converted from a Private Limited to a Public Limited
Company on September 8, 2023, following the issuance of a fresh Certificate of
Incorporation by the Registrar of Companies, Punjab & Chandigarh. Consequently, the
Company s name has been changed to CHATHA FOODS LIMITED (formerly known as Chatha Foods
Private Limited). This conversion necessitates corresponding amendments to the Memorandum
and Articles of Association to reflect the Company s new status and ensure compliance with
the regulatory requirements for public companies.
Alteration of Memorandum of Association of the Company pursuant to
increase in
Authorized Share Capital:
During the period under review, the Company increased its Authorized
Share Capital from Rs. 13,00,00,000/- (Rupees Thirteen Crore Only) to Rs. 25,00,00,000/-
(Rupees Twenty-Five Crore only). This Change was approved by a resolution passed at the
Extra-ordinary general meeting held on September 13, 2023. As a result, the Company has
altered the Clause V, pertaining to Share Capital, in the Memorandum of Association to
reflect the increase in Authorized Share Capital.
4. Change in the nature of business, if any:
Throughout the financial year under review, the Company continued its
primary operations of manufacturing and supplying processed meat across India. During this
period, the Company raised funds through an Initial Public Offering (IPO) to finance the
establishment of a new plant focused on Vegetarian Frozen Ready-to-Eat (RTE) and
Ready-to-Cook (RTC) products. These advancements represent a significant shift in the
nature of the Company s business during the year.
5. Dividend:
In order to conserve the resources for long run working capital
requirement and expansion of business, your Board of Directors has not recommended any
Dividend for the financial year ended March 31, 2024.
6. General Reserves:
The Company has not transferred any amount to General Reserve during
the year.
7. Share Capital:
Authorised Share Capital:
During the year under review, your Company has increased its authorized
share capital from Rs. 13,00,00,000/- (Rupees Thirteen Crore Only)divided into 1,30,00,000
(One Crore Thirty lacs only) equity shares of the face value of Rs 10 (Ten Rupees) each to
Rs. 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore
Fifty lacs only)equity shares of the face value of Rs 10 (Ten Rupees) each vide members
resolution passed in the Extra-ordinary general meeting held on September 13, 2023.
Issued and Paid-Up Share Capital:
During the year under review your Company has made following
allotments:
1) The company has issued 41,33,720 (Forty One Lacs Thirty Three
Thousand Seven Hundred Twenty) Bonus shares of face value of Rs. 10/- (Rupees) each to the
existing Shareholders of the Company in the ratio of 1:3 on October 6, 2023.
2) Your Company has issued and allotted 59,62,000 ( Fifty Nine Lakh
Sixty Two Thousand only) equity shares of face value of Rs.10 each at an issue price of
Rs.56 (Rupees Fifty Six only) per share including the premium of Rs.46 (Rupees Forty six
only) pursuant to the Initial Public Offering ("IPO") of the Company.
Consequent to the above allotments, the issued, subscribed and paid-up
share capital of your Company as on March 31, 2024 is Rs. 22,49,68,790/- (Rupees Twenty
Two Crore Forty Nine Lacs Sixty Eight Thousand Seven Hundred and Ninety Only) divided into
2,24,96,879 (Two Crore Twenty Four Lacs Ninety Six Thousand Eight Hundred Seventy Nine)
shares of the face value of Rs 10 (Ten Rupees) each.
8. Directors and Key Managerial Personnel: a) Composition of
Board:
The Board of Directors of the Company, at present comprises of 6
Directors, who have wide and varied experience in different disciplines and fields of
corporate functioning. The board of directors of the company comprises of 6 (Six)
Directors, consisting of 2 (Two) Whole-Time Directors, 1 (One) Managing Director, 3
(Three) Independent Directors including 1(One) Independent Women Director. The
constitution of the Board of the Company is in accordance with the provisions of the
Companies Act, 2013.
The Board of Directors of your Company comprised of the following
Directors, as on March 31st, 2024:
Name of the Director |
Designation |
MR.PARAMJIT SINGH CHATHA |
Chairman & Managing Director |
MR. GURPREET CHATHA |
Whole-time director |
MR. GURCHARAN SINGH GOSAL |
Whole-time director |
MR. SANJIV SWARUP |
Non-Executive Independent Director |
MR. PURNACHAND UPADRASHTA |
Non-Executive Independent Director |
MS. CHINMAYEE SWARUP DEULGAONKAR |
Non-Executive Independent Director |
b) Appointment and Re-appointment:
The following changes have taken place in the Board of your Company
during the Financial Year 2023-24:
SR. NO. NAME OF DIRECTOR AND KMP |
PARTICULARS OF CHANGE |
01 MR. PARAMJIT SINGH CHATHA |
Mr. Paramjit Singh Chatha has been re-appointed as a Managing
Director of the Company, to hold office for a term of 5 (Five) years commencing from
September 11, 2023 upto September 10, 2028. Furthermore, he was appointed as a Chairman
w.e.f 22.01.2024. |
02 MR. GURPREET CHATHA |
Mr. Gurpreet Chatha has been redesignated as the Whole-Time
Director of the company. His term of office will be for a period of five (5) years,
starting from September 11, 2023, and ending on September 10, 2028. |
03 MR. GURCHARAN SINGH GOSAL |
Mr. Gurcharan Singh Gosal has been redesignated as the
Whole-Time Director of the company. His term of office will be for a period of five (5)
years, starting from September 11, 2023, and ending on September 10, 2028. |
04 MR. IQBAL SINGH CHATHA |
Mr. Iqbal Singh Chatha has been redesignated as Chairman and
Non- Executive Director. Additionally, he resigned from his directorship, effective from
January 17, 2024. |
05 MR. SANJIV SWARUP |
Mr. Sanjiv Swarup has been appointed as the non-executive
Independent Director of the company. His term of directorship with the company is from
January 22, 2024, to January 21, 2029. |
06 MR. PURNACHAND UPADRASHTA |
Mr. Purnachand Upadrashta has been appointed as the
non-executive Independent Director of the company. His term of office will be for a period
of five (5) years, starting from September 11, 2023, and ending on September 10, 2028. |
07 MR. CHINMAYEE SWARUP DEULGAONKAR |
Ms. Chinmayee Deulgaonkar has been appointed as the
non-executive Independent Director of the company. Her term of office will be for a period
of five (5) years, starting from September 11, 2023, and ending on September 10, 2028. |
c) Director retiring by rotation:
Pursuant to the provisions of Section 152(6) of the Act, Mr. Paramjit
Singh Chatha (DIN: 01154225), Managing Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself
for re-appointment.
Such retirement and re- appointment of the Managing director does not
affect his appointment as a Managing director of the Company and he shall continue to hold
their office as a Managing director from the date of original appointment.
The Board considered the said re-appointment in the interest of the
Company and hence recommends the same to the Members for approval.
d) Cessation:
During the financial year under review, Mr. Iqbal Singh Chatha (DIN:
01472105), Chairman and Non- Executive Director has resigned from his directorship w.e.f
17.01.2024.
e) Key Managerial Personnel (KMP):
During the year under review the following changes have taken place in
the composition of the Key Managerial Personnel:
Name of KMP |
DESIGNATION |
EFFECTIVE DATE |
APPOINTMENT/CESSATION |
Mr. Navit Kumar |
Company Secretary |
31/07/2023 |
Resignation |
Ms. Nidhi |
Company Secretary |
01/08/2023 |
Appointment |
Ms.Nidhi |
Company Secretary |
15/09/2023 |
Resignation |
Ms.Priyanka Oberoi |
Company Secretary |
15/09/2023 |
Appointment |
Mr. Vishal Singh Sirmauria |
Chief Financial Officer |
15/09/2023 |
Appointment |
Mr. Paramjit Singh Chatha |
Managing Director |
11/09/2024 |
Re-designated |
Mr. Gurpreet Chatha |
Whole Time Director |
11/09/2024 |
Re-designated |
Mr. Gurcharan Singh Gosal |
Whole Time Director |
11/09/2024 |
Re-designated |
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on the date of this report are:
Name of the Key Managerial Personnel |
Designation |
Mr. Paramjit Singh Chatha |
Managing Director |
Mr. Gurpreet Chatha |
Whole Time Director |
Mr. Gurcharan Singh Gosal |
Whole Time Director |
Mr. Vishal Singh Sirmauria |
Chief Financial Officer |
Ms. Priyanka Oberoi |
Company Secretary & Compliance Officer |
f) Disclosures by Directors:
The Directors have submitted notice of interest in Form MBP 1 under
Section 184(1) as well as Declaration by Directors under Section 164(2) and other
declarations as to compliance with the Companies Act, 2013.
g) Disqualifications of Directors:
None of the Directors of your Company is disqualified under the
provisions of Section 164(2) of the Companies Act, 2013 and the Board herewith takes on
record the eligibility of all the Directors to continue as Directors of the Company in
terms of Sec 164(2) of the Companies Act, 2013.
h) Independence & Other Matters Pertaining to Independent Directors
As on March 31st, 2024, the following Directors on your Company s Board
were Non-Executive Independent Director :
1 Mr. Sanjiv Swarup
2 Mr. Purnachand Upadrashta
3. Ms. Chinmayee Swarup Deulgaonkar
With regard to integrity, expertise and experience (including the
proficiency) of the Independent Director appointed, the Board of Directors have taken on
record the declarations and confirmations submitted by the Independent Director and is of
the opinion that they are the person of integrity and possess relevant expertise and
experience and there continued association as Director will be of immense benefit and in
the best interest of the Company.
Further, in the opinion of the Board, the independent directors
appointed during the financial year are the person of integrity and possesses relevant
expertise and experience.
9. Declarations given by Independent Directors under Section
149(6) of the Companies Act, 2013
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act, 2013 and the rules
made thereunder and Listing Regulations.
All the Independent Directors of the Company have registered themselves
with the Indian Institute of Corporate Affairs ( IICA ).
10. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of Independent Directors by entire Board
without presence of Independent Director being evaluated.
The Directors has been satisfied with the performance of all the
Independent directors and is of opinion that all Independent Directors are the person of
integrity and possess relevant experience and expertise.
11. Listing of Equity Shares
During the year under review, Equity shares of your Company got listed
on the BSE SME Platform on March 27, 2024. The Company obtained in principal approval from
BSE (SME Platform) on March 1, 2024.
12. Initial Public Offer & consequent listing of Shares on SME
Exchange of BSE Limited
During the period under review, the Company has made an SME Initial
Public Offer (IPO) for 59,62,000 (Fifty-Nine Lakh Sixty Two Thousand only) equity shares
of face value of Rs.10 each.
The issue price was Rs.56 (Rupees Fifty- Six only) per share including
the premium of Rs.46 (Rupees Forty -six only) per equity share.
The said equity shares were allotted in the following manner: -
16,98,000 Equity shares were allotted to Anchor Investors;
11,32,000 Equity Shares were allotted to Qualified Institutional Buyers
(except Anchor Investors);
8, 50,000 Equity Shares were allotted to Non-Institutional Bidders.
19,82,000 Equity Shares were allotted to Retail Individual Bidders; and
3,00,000 Equity Shares were allotted to Market Maker.
The Company s equity shares were listed on the Stock Exchanges viz.,
BSE Limited w.e.f. March 27, 2024.
Your Company has issued and allotted 59,62,000 ( Fifty Nine Lakh Sixty
Two Thousand only) equity shares of face value of Rs.10 each on cash at an issue price of
Rs.56 (Rupees Fifty Six only) per share including the premium of Rs.46 (Rupees Forty six
only) pursuant to the Initial Public Offering ("IPO") of the Company.
13. Dematerialization of Shares
All the Shares of your Company were in Dematerialization mode as on
March 31, 2024. The ISIN of the Equity Shares of your Company is INE0AH901011.
14. Details of Subsidiary/Joint Ventures/Associate Companies
During the year under review, the Company do not have any
subsidiary/joint ventures/Associate companies.
15. Number of Meetings of the Board of Directors
The Board meets at regular intervals to discuss and decide on Company s
business policy and strategies apart from other urgent business matter. The date of
meetings of the Board of Directors and Committee are informed to the Directors in advance
to facilitate them to plan their schedule and to ensure meaningful participation in the
meetings.
The notice and agenda of the Board/ Committee meetings is circulated in
accordance with the provisions of the Secretarial Standard on meetings of the Board of
Directors (SS-1) issued by the Institute of Company Secretaries of India. The agenda for
the Board and Committee meetings includes detailed notes on the items to be discussed at
the meeting to enable the Directors to take an informed decision.
During the year under review, Board of Directors of the Company met
22(Twenty-Two) times as April 21, 2023, June 15, 2023, June 23, 2023, July 10, 2023, July
14, 2023, July 15, 2023, August 23, 2023, September 08, 2023, September 11, 2023,
September 15, 2023, September 30, 2023, October 06, 2023, November 11, 2023, January 17,
2024, January 22, 2024, January 27, 2024, February 06, 2024, March 08, 2024, March 12,
2024, March 15, 2024, March 22, 2024, March 22, 2024
The details of attendance of each Directors at the Board Meetings are
given below;
Name of Director |
Date of Original Appointment |
Date of Cessation |
Number of Board Meetings Eligible to
attend |
Number of Board Meetings attended |
Mr. Paramjit Singh Chatha |
08.10.1997 |
- |
22 |
20 |
Mr. Gurcharan Singh Gosal |
01.10.2001 |
- |
22 |
18 |
Mr. Gurpreet Chatha |
30.08.2004 |
- |
22 |
20 |
Mr. Iqbal Singh Chatha |
08.10.1997 |
17.01.2024 |
14 |
13 |
Mr. Ravi Mathur |
05.09.2013 |
15.07.2023 |
6 |
1 |
Mr. Purnachand Upadrashta |
11.09.2023 |
- |
13 |
3 |
Ms. Chinmayee Swarup Deulgaonkar |
11.09.2023 |
- |
13 |
3 |
Mr. Sanjiv Swarup |
22.01.2024 |
- |
7 |
3 |
The intervening gap between two consecutive meetings was within the
maximum period mentioned under Section 173 of the Companies Act, 2013.
16. Committees of the Board
Presently, the Board has following Committees viz. the Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee.
a. Audit Committee
The Audit Committee was duly constituted on September11, 2023 in
accordance with the provisions of Section 177 of the Companies Act, 2013. Following the
resignation of one its members, the committee is reconstituted on January 27, 2024.
During the year under review, Audit committee met 2(Two) times viz on
February 05,2024 and March 08, 2024.
The composition of the Committee and the details of meetings attended
by its members are given below;
Name of Members |
Designation |
Category |
Number of Meetings Eligible to attend |
Number of Meetings attended |
Mr. Purnachand Upadrashta |
Chairman |
Non-Executive Independent Director |
2 |
2 |
Ms. Chinmayee Swarup Deulgaonkar |
Member |
Non-Executive Independent Director |
2 |
2 |
Mr. Paramjit Singh Chatha |
Member |
Managing Director |
2 |
1 |
The Company Secretary of the Company acts as a Secretary to the
Committee.
During the year under review, the Board has accepted all
recommendations of the Audit Committee and accordingly, no disclosure is required to be
made in respect of non-acceptance of any recommendation of the Audit Committee by the
Board.
b. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was duly constituted on
September 11, 2023 in accordance with the provisions of Section 178 of the Companies Act,
2013. Following the resignation of one its members , the committee was reconstituted on
January 27, 2024
During the year under review, committee met 2(Two) times viz on January
22,2024 and March 15, 2024.
The composition of the Committee and the details of meetings attended
by its members are given below;
Name of Members |
Designation |
Category |
Number of Meetings Eligible to attend |
Number of Meetings attended |
Mr. Purnachand Upadrashta |
Chairman |
Non-Executive Independent Director |
2 |
1 |
Ms. Chinmayee Swarup Deulgaonkar |
Member |
Non-Executive Independent Director |
2 |
2 |
Mr. Sanjiv Swarup |
Member |
Non-Executive Independent Director |
1 |
1 |
The Company Secretary of the Company acts as a Secretary to the
Committee.
The purpose of the Nomination and Remuneration Committee ( NRC ) is to
oversee the Company s nomination process for the senior management and the Board and
specifically to assist the Board in identifying, screening and reviewing individuals
qualified to serve as Executive Directors, Non-Executive Directors and determine the role
and capabilities required for Independent Directors consistent with the criteria as stated
by the Board in its Nomination and Remuneration Policy.
Remuneration Policy
The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining, qualifications, positive
attributes and independence of directors and also a policy for the remuneration of
directors, key managerial personnel, and senior management.
The policy will be updated on the website of the company once it has
been approved by the Board of Directors.
c. Stakeholders' Relationship Committee
The Stakeholders Relationship Committee was duly constituted on
September 11 , 2023 in accordance with the provisions of Section 178 of the Companies Act,
2013. Following the resignation of one its members, the committee is reconstituted on
January 27, 2024.
During the Financial Year 2023-24, the Stakeholders Relationship
Committee met 1(One) time on January 17, 2024.
The composition of the Committee and the details of meetings attended
by its members are given below;
Name of Members |
Designation |
Category |
Number of Meetings Eligible to attend |
Number of Meetings attended |
Mr. Purnachand Upadrashta |
Chairman |
Non-Executive Independent Director |
1 |
0 |
Mr. Paramjit Singh Chatha |
Member |
Managing Director |
1 |
1 |
Mr. Gurpreet Chatha |
Member |
Whole Time Director |
1 |
1 |
The Company Secretary of the Company acts as a Secretary to the
Committee.
The Stakeholders Relationship Committee considers and resolves the
grievances of our shareholders including complaints relating to non-receipt of annual
report, transfer and transmission of securities, issue of new/duplicate certificates,
general meetings and such other Grievances as may be raised by the security holders of the
Company, from time to time.
17. Meeting of Independent Directors
Pursuant to Secretarial Standard -1 and Schedule IV of the Companies
Act, 2013 the independent directors shall conduct at least One (1) meeting in a Financial
Year to review the performance of Non- Independent Directors and the Board as a whole; to
review the performance of the Chairman and to assess the quality, quantity and timeliness
of flow of information between the Company management and the Board and its members that
is necessary for the Board to effectively and reasonably perform their duties.
Accordingly, all Independent Directors of the Company have conducted a
meeting dated March 27, 2024 without presence of non-independent director where they
review the performance of all non-independent director of the Company and the board as a
whole, also review the performance of the Chairman of the Company and assess the quality,
quantity and timeliness of flow of information between the Company management and the
Board.
18. Risk Management Policy
Your Company has an elaborated risk Management procedure and adopted
systematic approach to mitigate risk associated with accomplishment of objectives,
operations, revenues and regulations. Your Company believes that this would ensure
mitigating steps proactively and help to achieve stated objectives. The entity s
objectives can be viewed in the context of four categories Strategic, Operations,
Reporting and Compliance. The Risk Management process of the Company focuses on three
elements, viz.
(1) Risk Assessment;
(2) Risk Management;
(3) Risk Monitoring.
Audit Committee has been entrusted with the responsibility to assist
the Board in
(a) Overseeing and approving the Company s enterprise wide risk
management framework; and
(b) Overseeing that all the risk that the organization faces. The key
risks and mitigating actions are also placed before the Audit Committee of the Company.
Significant audit observations and follow up actions thereon are reported to the Audit
Committee. The Committee reviews adequacy and effectiveness of the Company s internal
control environment and monitors the implementation of audit recommendations, including
those relating to strengthening of the Company s risk management policies and systems.
19. Corporate Governance
Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from
the provisions of Corporate Governance.
As the Company is listed on the SME Platform of BSE, the corporate
Governance provisions do not apply. Consequently, the Corporate Governance report is not
included in the Annual Report.
20. Non-Applicability of the Indian Accounting Standards
As per provision of Rule 4(1) of the companies (Indian Accounting
Standards) Rules, 2015 notified vide Notification No. G.S.R 111(E) on February 16th, 2015,
Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the
compulsory requirements of adoption of IND-AS w. e. f. April 15, 2017. As your Company is
listed on SME Platform of BSE Limited, is covered under the exempted category and is not
required to comply with IND-AS for preparation of financial statements beginning with
period on or after April 1st, 2017.
21. Auditors
A. Statutory Auditors
Statutory Auditors of the Company, M/S. A BAFNA & CO, Chartered
Accountants (Firm s Registration No. 003660C), have confirmed their eligibility under Sec
141 of Companies Act 2013 and that they are not disqualified for appointment.
Auditor's Report
During the year under review, the Auditor s Report does not contain any
qualifications/ adverse remarks. Notes to Accounts and Auditors remarks in their report
are self-explanatory and do not call for any further explanation by the Board of
Directors. There were no qualifications, reservations or adverse remarks or disclaimers
made by the Statutory Auditors in their reports.
Internal Financial Controls and its Adequacy
The Company has in place proper and adequate internal control systems
commensurate with the nature of its business, size and complexity of its business
operations. Internal control systems comprising of policies and procedures are designed to
ensure reliability of financial reporting, compliance with policies, procedures,
applicable laws and regulations and that all assets and resources are acquired
economically, used efficiently and adequately protected.
The Audit Committee evaluates the efficiency and adequacy of financial
control system in the Company, its compliance with operating systems, accounting
procedures, and strives to maintain the standards in Internal Financial Control.
B. Secretarial Auditors
The Board of Directors of your Company, had appointed M/s. Jaspreet
Dhawan & Associates, Practicing Company Secretary (PCS No. 8545), as the Secretarial
Auditors of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24,
pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
Secretarial Audit Report
The Secretarial Audit Report submitted by M/s. Jaspreet Dhawan &
Associates, the Secretarial Auditors, for the Financial Year 2023-24 is annexed as
"Annexure-A" to this Board s Report. The reply to the observations of
Secretarial auditors is attached as addendum to Director report.
C. Appointment Of Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
read with Companies (Accounts) Rules, 2014, M/S. D J N K & CO. (LLP), was appointed as
an Internal Auditor of the Company for the Financial Year 2023-24.
22. Details in respect of frauds reported by auditors under sub-Section
(12) of Section 143
During the year under review, there are no frauds reported by the
Statutory Auditors of the Company under Section 143 (12)of the companies Act 2013.
22. Material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report
There have been no other material changes and commitments affecting the
financial position of the Company since the close of financial year ended March 31, 2024
and to the date of this report
23. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future
During the year under review, there is no Significant Order passed by
the Regulators or courts or Tribunals impacting the going concern status and Company s
operations in future.
24. Deposits
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act 2013, read with Companies
(Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no
amount remains unclaimed with the Company as on 31st March 2024.
25. Particulars of Loans, Guarantees or Investments Under Section 186
of the Companies Act, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under review and hence the
said provision is not applicable.
26. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure "B".
26. Partiulars of contracts or arrangements with related parties
All related party transactions/arrangements/contracts entered into by
the Company during the financial year 2023-24 were either undertaken on the basis of
approval by the Audit Committee and/or Board. All related party transactions were at arm s
length basis and in the ordinary course of business in compliance with the applicable
provisions of the Companies Act, 2013.
There are no materially significant related party transactions that may
have potential conflict with interest of the Company at large. Details of related party
transactions entered into by the Company, in terms of generally accepted accounting
Principles in India have been disclosed in the notes to the standalone financial
statements forming part of this Annual Report.
Accordingly, the disclosure on material Related Party Transactions, as
required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.
27. Details of application made or proceeding pending under the
insolvency and bankruptcy code, 2016
During the year under review, no application has been made under the
Insolvency and Bankruptcy Code, 2016.
28. Details of difference between valuation amount on one time
settlement and valuation while availing loan from bank and financial institutions
During the year under review, there was no instance of one-time
settlement of loans/ financial assistance taken from Banks or Financial Institutions,
hence the Company was not required to carry out valuation of its assets for the said
purpose.
29. Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the company in
previous financial year 2022-23.
But the profit of the company for the financial year 2023-24 is more
than 5 Crore therefore the CSR provisions become applicable on the company for the F.Y
2024-25.
30. Obligation of Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
As per requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an
internal policy to prevent women s harassment at work and covered all employees so they
could directly make complaints to the management or Board of Directors if such situation
arises.
The Management and Board of Directors together confirm a total number
of complaints received and resolved during the year is as follows:
a) No. of Complaints received: Nil
b) No. of Complaints disposed: Nil
Company has a zero tolerance towards sexual harassment at the
workplace. The Company has adopted a policy on prevention, prohibition, and redressal of
sexual harassment at workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder.
The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31. Particulars Of Employees
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are
provided in the Annexure-C to this Report.
32. Cost Records
During the year under review, the Company is not required to maintain
cost records as specified by the Central Government under sub-Section (1) of Section 148
of the Companies Act, 2013.
33. Cost Audit
During the year under review, the Company is not required to carry out
the Cost Audit as specified by the Central Government under sub-Section (2) of Section 148
of the Companies Act, 2013.
34. Management Discussion and Analysis
In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is
attached separately which forms part of Annual report.
35. Statement of Compliance of Applicable Secretarial Standards
The Company has ensured compliance with the mandated Secretarial
Standard I & II issued by the Institute of Company Secretaries of India with respect
to board meetings and general meetings respectively and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.
36. Transfer of Amounts to Investor Education And Protection Fund
The Company did not have any funds lying unpaid or unclaimed which were
required to be transferred to Investor Education and Protection Fund (IEPF).
37. Directors' Responsibility Statement
Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013
and to the best of their knowledge and belief and according to the information and
explanations obtained/ received from the operating management, your Directors make the
following statement and confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the loss of the Company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the directors have prepared the annual accounts on a going concern
basis; and
e) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively;
f) proper internal financial controls were followed by the Company and
such internal financial controls are adequate and were operating effectively.
38. Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of
Annual Return is available for inspection by the Members at the Registered office of the
Company in the working hours and also on the website of the Company https://cfpl.net.in/
39. SEBI Complaints Redress System (Scores)
The investor complaints are processed in a centralized web-based
complaints redress system. The salient features of this system are centralized database of
all complaints, online upload of Action Take Reports\(ATRs) by the concerned companies and
online viewing by investors of actions taken on the complaint and its current status. Your
Company has been registered on SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint. The Company has not received any complaint on the SCORES during
financial year 2023-24.
Details of the Complaint Received/Solved/Pending During the year
Sr. No. Complaints received from |
Complaints received |
Complaints resolved |
Complaints pending |
1 Directly received from investors |
NIL |
NIL |
NIL |
2 SEBI SCORES |
NIL |
NIL |
NIL |
3 Stock Exchange |
NIL |
NIL |
NIL |
4 Others sources (if any) |
NIL |
NIL |
NIL |
Total |
NIL |
NIL |
NIL |
40. Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations and in order to maintain these standards
the Company encourages the employees to raise their genuine concerns without fear of
criticism. Therefore, Company has Vigil Mechanism and has established necessary framework
to protect genuine whistle blowers, employees, third parties from any unfair treatment.
The policy will be updated on the company website once it has been
approved by the board of directors.
41. Acknowledgement
Your Directors wish to place on record sincere appreciation for the
support and co-operation received from various Central and State Government Departments,
organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of
your Company, viz., Shareholders, customers, dealers, vendors, banks and other business
partners for excellent support received from them during the Financial Year under review.
Your Directors also express their genuine appreciation to all the employees of the Company
for their unstinted commitment and continued contribution to the growth of your Company.
Directors are thankful to the esteemed stakeholders for their support and confidence
reposed in the Company.