Home  »  Company  »  Chaman Lal Setia  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Chaman Lal Setia Exports Ltd.

Mar 31, 2023

Your Director''s take pleasure in presenting before you the 29th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31.03.2023

1. OVERVIEW OF FINANCIAL PERFORMANCE AND BUSINESS OPERATIONS

The financial and operating highlights for the year under review, compared with the previous Financial years, are given below:-

The Company’s financial performance, for the year ended March 31st, 2023 is summarized below

(Rs. in Lacs, except as stated)

Particulars

FY 2022-2023

FY 2021-2022

Revenue From Operations

138734.63

93249.03

Other Income

1147.71

387.03

Total Income

139882.34

93636.06

Profit before Interest & Depreciation

17035.88

. 9908.16

Interest

728.21

678.34

Provision For Depreciation

587.63

525.28

Profit before Tax

15720.04

8704.54

Less Provisions for taxation

3953.25

2206.75

Profit after taxation

11766.79

6497.79

Other Comprehensive Income

0.00

0

Total Comprehensive Income

11766.79

6497.79

Transfer to General Reserve

1176.67

649.78

Current Assets

67602.50

56203.16

Current Liabilities

15845.99

15427.69

Working Capital

51756.51

40775.47

Capital Employed

65951.39

46670.79

EPS

22.76

12.57

Book Value

118

79.25

2. IND-AS APPLICABILITY:-

The Company has adopted the Indian Accounting Standard (‘INDAS'') w.e.f. 01.04.2017. These financial statements have been prepared in accordance with the recognition and measurement principles stated there in and as prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India.

3. REVIEW OF OPERATIONS:-

For the year ended 31st March, 2023 the Company''s revenue from operations was 138734.63 lakhs as against 93249.03 lakhs during the corresponding period of previous financial year resulting increase in revenue 48.77%. Further Profit Before Tax was 15720.04 lakhs as against 8704.54 lakhs for the same period during the previous year resulting increase in profit before tax was 80.60%. Further EPS for the year ended 31.03.2022 was 12.57 and for Current Financial year it was 22.76 resulting increase in EPS 81%.

4. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company has registered a sale of '' 135125.03 Lacs against previous year sales of '' 91364.63 lacs.

5. EXPORTS

The Company continues to strengthen its exports during the year 2022-2023. Exports during the year increased to '' 121877.31 lakhs from '' 81835.47 lakhs in financial year 2021-2022.

6. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no subsidiary or Associate Company and during the year also no entity have became or ceased to be the subsidiary, joint venture or Associate Company.

7. TRANSFER TO RESERVES

The Company has transferred an amount of '' 1176.67 Lakhs to General reserves during the Financial year.

8. TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION & PROTECTION FUND

During the year, pursuant to the provisions of Section 124 and Section 125 of the Companies Act, 2013 and read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting,Audit,Transfer and Refund) Rules,2016, (as amended from time to time) (IEPF Rules), dividend amounting '' 224454/- was lying unpaid/unclaimed with the Company for a period of seven years after declaration of Dividend for the financial year ended 2014-2015 was transferred to the Investor Education and Protection Fund. Further Interim Dividend amounting '' 246649/- declared in the year 2016, was also lying unpaid/unclaimed with the Company for a period of seven years after Declaration of Dividend for the financial year ended 2015—2016 was also transferred to the Investor Education and Protection Fund.

The Company has transmitted 24750 (on account of Unclaimed Dividend for FY 2014-15) and 7000 (on account of Unclaimed Dividend for FY 2015-16 (Interim) Equity Shares of the Company into the Demat Account of the IEPF Authority held with NSDL (DPID/ClientIDIN30078/10656671) in terms of the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were the Shares of such Shareholders whose unclaimed/ unpaid dividend pertaining to financial years 2014-15 and 2015-16 (Interim) had been transferred into IEPF and who have not encashed their dividends for 7 (Seven) years.

Concern shareholders may still claim the shares or apply for refund of dividend to the IEPF Authority by making an application in the prescribed form. Further, all the shareholders who have not claimed/ encashed their dividends in the last seven consecutive years from 2017 are requested to claim the same immediately. In case valid claim is not received on time. The Company will proceed to transfer the respective shares to the IEPF Account in terms of the IEPF Rules. In this regard, the Company shall individually inform the shareholders concerned and also publish notice in the newspapers as per the IEPF Rules. The details of such shareholders and shares due or transfer shall be uploaded at the on the website of the Company viz. www.clsel.in

Before transferring the above mentioned shares the Company has sent out individual communication to the concerned shareholders whose shares were liable to be transferred to IEPF Authorities to take immediate action in the matter and list of such shareholders was also placed on the website of the Company. Further Company also published a Notice in the newspapers, informing the Members who had not claimed their shares for a period of 7 years to claim the same from the Company.

Mrs. Kanika Nevtia Company Secretary cum compliance officer of Company has been appointed as nodal officer of Company and an investor can contact at [email protected].

Details of unclaimed dividend and year of transfer: -

Year of declaration

Balance as on 31.03.2023 (in lakhs)

Due date of transfer to IEPF

2016

246648.60

18.04.2023

2017

425511.20

03.11.2024

2018

180468.54

04.11.2025

2019

209268.96

03.11.2026

2020

221168

03.11.2027

2021

234965.28

04.11.2028

2022#

NA

NA

Note: Some of the year end balances of unclaimed dividend as above has increased due to cancellation of drafts by bank being returned unpaid.

9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR AND TILL THE DATE OF THIS REPORT:-

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Shweta Setia (DIN:- 09640081) whole time Directors of Company and Mr. Ankit Setia (DIN:- 01133822) whole time Director of Company liable to retire by rotation at ensuing Annual General Meeting, and being eligible,for re-appointment in accordance with provisions of the Companies Act,2013

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/ re-appointed is given in the notice convening the 29th Annual General Meeting.

The Board of Directors accepted the resignation given by Mr. Sukarn Setia w.e.f 16.06.2022

Further the Board of Directors of Company pursuant to the recommendation of Nomination and Remuneration Committee , at their meeting held on 16.06.2022 appointed Mrs. Shweta Setia as an additional Director of Company under the category of Non Independent Non-Executive additional Director, however taking in to consideration her integrity,expertise and experience,Board of Directors decided to regularize her appointment as an Executive Director under the promoter category of Company in their 28th Annual General Meeting of Company and shareholders of Company approved her appointment in 28th Annual General Meeting of the Company.

Further first term of Mr. Arun Kumar Verma an independent Director of Company was getting expired on 29.05.2023, therefore Board of Directors at their meeting held on 29.03.2023 reappointed Mr. Arun Kumar Verma for further period of 5 years as second term and same has also been approved by shareholders via postal ballot dated 10.05.2023.

10. DECLARATION BY INDEPENDENT DIRECTORS

In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 all the Independent Directors on the Board have furnished the declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

11. KEY MANAGERIAL PERSONNEL

As required under section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014 (including any statutory modification (s) or re-enactment(s) for the time being in force), the Company has noted that Mr. Vijay Kumar Setia, Chairman & Managing Director of Company and Mr. Rajeev Setia , Joint Managing Director & CFO of Company and Mrs. Kanika Nevtia Company Secretary are the Key Managerial Personnel of theCompany

12. AUDIT COMMITTEE

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, information about composition of Audit Committee and other details are given in Corporate Governance Report, forming part of this Annual Report. During the year, the Board accepted the recommendations of Audit Committee whenever made by the Committee during the year. Currently the Audit Committee is comprising of Mrs. Pooja Kukar (Din:- 08846984) as Chairman, Mr. Raghav Peshawaria (Din :- 01386434) and Mr. Vijay Kumar Jhamb (Din:- 07021080) as members of committee.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial year 2022-2023, the Board of Directors duly met 7 times on 30.05.2022,16.06.2022, 09.08.2022, 31.08.2022,09.11.2022, 04.02.2023 and 29.03.2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements),Regulations,2015,a separate Meeting of the Independent Directors of the Company was also held on 29.03.2023 without the presence of Non-Independent Directors and Members of the management and full details of such meeting is given in Corporate Governance Report forming part of this report.

For details thereof kindly refer to the section ‘Board Meeting and Procedures - Details of Board Meetings held and attended by the Directors during the financial year 2022-2023'' in the Report on Corporate Governance forming part of this Annual Report.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time ) the Board,on recommendation of the Nomination and Remuneration Committee has carried out an annual performance evaluation of its own performance, Committees of the Board and individual Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2022-2023 in accordance with the framework and details for the same has been provided in the Corporate Governance Report, which is a part of this Annual Report. The Directors were satisfied by the constructive feedback obtained from the Board Colleagues.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time ), a structured questionnaire was prepared after taking in to consideration the various aspects of the Board''s functioning, composition of Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was completed during the year under review. The performance evaluation of the Chairman and Executive Directors were carried out by Non-Executive Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

15. DIRECTOR’S RESPONSIBILITY

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the Directors hereby confirm that :

(a) in the preparation of the Annual Accounts for the year ended 31st March,2023, the applicable Indian Accounting Standards (Ind AS) have been followed along with proper explanation being provided relating to material departure, if any;

(b) the Directors have selected appropriated 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 March 31st, 2023 and of the profit of the company for the Financial year ended March, 31st ,2023;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the year ended March 31st, 2023 on a going concern basis;

(e) the Directors have laid down internal financial controls in the company that are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

The Management Discussion and Analysis Report, for the year under review, giving detailed analys is of Company''s operations,as stipulated under Regulation 34 of SEBI [Listing Obligations and Disclosure Requirements]Regulations, 2015, is presented in a separate section, which forms a part of this Annual Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING:-

Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and out go, as required under Section 134(3)(m) of Companies Act, 2013 read with Rules framed the reunder is given in the Annexure -A which forms part of this report.

18. GENERAL SHAREHOLDER INFORMATION

General Share holder information is given in item no.11 of the Report on Corporate Governance forming part of the Annual Report.

19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of your Company formulated in accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s)or reenactment for time being in force) . The salient aspects covered in the Nomination and Remuneration policy have been outlined in the Corporate Governance Report which forms part of this report. The full policy is available at on the website of the Company at weblink www.clsel.in.

The statement containing the details required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as ‘Annexure- B'' which forms part of this Report.

20. ANNUAL RETURN:-

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 31st March, 2023 is uploaded on the website of the Company and can be accessed at www.clsel.in.

21. STATUTORY AUDITOR AND THEIR REPORT:-

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company had approved the appointment of M/s. Rajesh Kapoor & Co., Chartered Accountants [Firm registration number: 013527N] as statutory auditors of the Company at the 28th Annual General Meeting (AGM) of the Company for a term of five years, which is valid till the conclusion of 33rd AGM of the Company. The Statutory Auditor has confirmed that he satisfy the independence criteria as required under the Act. The Report given by Rajesh Kapoor & Co., Chartered Accountants, on the financial statements of the Company for the year 2023 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) of the Companies Act, 2013.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made the reunder, the Company had appointed M/s. Sunil Dhawan & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for the year 2022-2023 to conduct secretarial audit and to ensure compliance by the Company with various Acts applicable to the Company. The report of the Secretarial Auditor for the financial year 2022-2023 is enclosed as Annexure-C to this report.There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report. During the year, the Auditor had not Section 134(3) of the Companies Act, 2013

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report for the financial year ended 31st March, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Sunil Dhawan & Associates, Secretarial Auditors, and submitted to the stock exchange as well.

23. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act,2013 and as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015. A separate statement on detailed report on Corporate Governance along with a certificate from a Practicing Chartered Accountant, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 forms part of this Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY(CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. Mr. Arun Kumar Verma is an independent Director and Chairman of CSR Committee and Mr. Rajeev Setia and Mr. Vijay Kumar Setia are the other members of CSR Committee. The Board has also approved a CSR policy, on the recommendations of the CSR Committee which is available on the website of the Company at www.clsel.in. The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company''s CSR Policy, total amount to be spent under CSR for the financial year, amount unspent and the reason for the unspent amount,is set out at Annexure-D forming part of this Report

25. RISK MANAGEMENT

Based on market capitalization as on 31.03.2023 and as per the provisions of the Companies Act, 2013 read with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has framed Risk Management Committee as on 26.05.2023. Further information about composition of Risk Management Committee and other details are given in Corporate Governance Report, forming part of this Annual Report. Currently the Risk Management Committee is comprising of Mr. Arun Kumar Verma(Din:- 08145624) as Chairman, Mrs. Amarjyoti Bagga (Din :- 06958408) and Mrs.Pooja Kukar(Din:-08846984) as members of committee. A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process has been established by the Company. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them. A detailed exercise is being carried out to identify, evaluate, monitor and manage risks. The Committee reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report.

26. CREDIT RATING

Following are the details of Credit Rating :-

Facilitie

Amount (Rs. Crore)

Rating

Long-Term Rating

Rs. 165 crore(Enhanced from Rs. 125 Crore)

CRISIL A/Stable (Reaffirmed)

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:-

Your Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year the Company has not received any complaints about sexual harassment at the workplace. During the year under review no such complaint or grievance occurred under the Act named The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act ,2013

28. DISCLOSURE ON DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the ambit of Section 73 of the Companies Act, 2013 and the rules framed there under.

29. DEMATERIALISATION OF SHARES

The Company has established connectivity with both Depositories viz. National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL), where by the Shareholders have an option to dematerialize their shares with either of the depositories. In view of the numerous advantages offered by the Depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the Depositories.

As on 31.03.2023, about 99.25% of the Company''s Equity Shares has been held in dematerialized form.

The Company has appointed M/s. Beetal Financial & Computer Services Private Limited, Limited, SEBI registered R&T Agent as its Registrar and Share Transfer Agent of the Company

30. SHARE CAPITAL OF THE COMPANY:-

The Paid-up equity share capital of the Company as on March 31st , 2023 was Rs.1034.67 lakhs.There has been no change in the Equity Share Capital of the Company during the year. The Company has no other type of securities except equity shares forming part of paid-up capital.

The Company''s shares are listed and actively traded on the below mentioned Stock Exchanges:-

Bombay Stock Exchange(BSE) and National Stock Exchange of India Limited (NSE) Phiroze Jeejeebhoy Towers, “Exchange Plaza”, Plot No. C/1, G Block , Mumbai-400051 25th Floor, Dalal Street, Mumbai -400001

31. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-

During the financial year ended March 31st, 2023, the Company has neither made any investment(s) nor given any loan or guarantee(s) or provided any security within the meaning of the provisions of section 186 of the Companies Act,2013.

32. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES UNDER SECTION 188(1) OF COMPANIES ACT,2013

All Contracts/arrangements/transactions entered by the Company during the financial year 2022-2023 with related parties were on an arm''s length basis and were in the ordinary course of business and in accordance with the provisions of the Companies Act,2013, read with Rules issued there under and the SEBI Listing Regulations.During the year the Company had not entered into any contracts/ arrangements / transactions with related parties which could be considered as material under the Companies Act, 2013 and rules made there under and under SEBI Listing Regulations.

Prior omnibus approval of the Audit Committee has been obtained on for transactions with related parties which are of afore se eable and repetitive nature. Further the Audit Committee of Company has considered, approved and recommended to Board for Omnibus approval and criteria for Omnibus Approval for entering into transactions with Related Parties for the financial year 2022-23, which was further approved by the Board.

The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The details of the related party transactions as per Indian Accounting Standard Ind AS24 are set out in Note13(ii)(a) of the significant accounting policies and notes to Financial Statements forming part of this Annual Report. Further Form No. AOC-2 is attached as ‘Annexure-E'' which forms part of this report.

The Company has also adopted a Related Party Transactions Policy and the same is also available on the Company''s website at the weblink:www.clsel.in.

33. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy/Vigil Mechanism to provide a formal mechanism for the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct and mismanagement, if any. The implementation and details of the Whistle Blower Policy has been mentioned in the Report of Corporate Governance and also uploaded on Company'' s website i.e. www.clsel.in.

34. INDUSTRIAL RELATIONS

The Industrial relations in all the units and branches of your Company remained cordial through out the year and have resulted in sustained growth of the company.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:-

There has been no material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and till the date of this report.

36. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Your Company has adopted requisite procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Internal Auditor of the Company checks and verifies the internal control and monitor them from time to time as and when required. The Company continues to ensure proper and adequate systems and procedures commensurate with the size, scale and nature of its business.

37. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors in their Board Meeting held on 29.05.2015 approved Chaman Lal Setia Exports Ltd. Code of Conduct i.e. Code for Internal Procedures & Practices and Conduct For Regulating, Monitoring and Reporting of Trading by Insiders of Chaman Lal Setia Exports Limited in accordance with the requirements of SEBI (Prohibition of insider trading) Regulation, 2015 and further Board of Directors in their Board Meeting dated 13.02.2017 amended aforesaid Code of Conduct in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and same was intimated to BSE also and full copy of amended code of conduct has been uploaded at the website of the Company i.e. www.clsel.in. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Promoters and designated employees of the Company.

Further in Compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, Board of Directors in their Board Meeting held on 30.03.2019 have approved the revised “Code of Conduct i.e. Code of Internal Procedures & Practices for fair disclosure of Unpublished Price Sensitive Information and Conduct for Regulating, Monitoring and Reporting of trading by insiders and said revised code which became effective from 01.04.2019 and the said code is available on website of Company i.e.www.clsel.in

38 . FUTURE EXPANSION

The Future expansion endeavor of the Company is always a going on process specially in the field of Quality improvement and development of new product with lower cost and energy savings The Management of the company understands that it has to improve upon to face the ever-changing circumstances and evolvements globally.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY’S OPERATIONS IN FUTURE:-

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

40. REPORTING OF FRAUDS

There have been no material instances of fraud reported by the Auditors under section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

41. CHANGE IN NATURE OF BUSINESS, IF ANY;-

There is no change in the nature of Business of Company during the financial year 2022-23.

42. DIVERSITY OF THE BOARD:-

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board,among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balances development.

43. COMPLIANCES WITH SECRETARIAL STANDARDS

During the year, the Company is incompliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

44. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31st March, 2023 prepared in accordance with Ind AS 7,‘Statement of Cash Flows'' is attached and forming part of the financial statements of the Company.

45. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. All efforts are made to keep Independent Directors a ware. The familiarization of Independent Directors may be accessed on the Company website at the link http://www.clsel.in

46. ENVIRONMENT, HEALTH AND SAFETY:-

The Company continues to focus on Employee well-being, developing safe and efficient products, and minimizing the environmental impact of our operations on society. Company is conducting its operations in such a manners o as to ensure safety of all concerned compliances of environmental regulations and preservation of naturalresources.

For safety and protection of Employees, the Company has formulated and implemented a policy on preservation of Sexual Harassment at the Workplace with a mechanism of lodging complaints.

47. SEGMENT REPORTING

The Company at present is engaged in the business of a single primary reportable business segment i.e., business of manufacturing, trading and marketing of the rice only.

48. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

49. STATEMENT OF BOARD OF DIRECTORS

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company appointed/ re-appointed during the year possesses integrity, relevant expertise and experience (including the proficiency) required to best serve the interest of the Company. The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors Rules, 2014.

50. BUSINESS RESPONSIBILTY & SUSTAINABILITY REPORT

Based on market capitalization as on 31.03.2023, Company is falling under the category of top 1000 listed Companies, therefore Company has framed Business Responsibility and Sustainability Reporting'' (“BRSR”) introduced by the Securities and Exchange Board of India (“SEBI”) containing detailed Environmental, Social and Governance (“ESG”) disclosures. Business Responsibility and Sustainability Report for the year is presented in a separate section forming part of the Annual Report.

51. DIVIDEND

The Board of Directors of your Company has recommended a dividend @ 50 % i.e. Rs. 1/- per equity share of face value of Rs.2/- each for the financial year 2022-2023 in the Board Meeting held on 26.05.2023, subject to approval of shareholders in this 29th Annual General Meeting. Dividend will be paid on & from 28.09.2023, subject to the approval of shareholder in 29th Annual General Meeting. Further as per applicability Company has adopted dividend distribution policy in their Board Meeting dated 26.05.2023 and same has also been uploaded on website of Company i.e. www.clsel.in

51. ACKNOWLEDGEMENT:

Your Directors would also like to extend their gratitude for the co-operation received from financial institutions, the Government of India and regulatory authorities, and the governments of the countries we have operations in. The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results.

We acknowledge the support of our Members of Company,vendors,the regulators,the esteemed league of bankers, financial institutions, rating agencies, government agencies, Stock Exchanges, depositories, auditors, consultants, business associates and other stakeholders.


Mar 31, 2018

To,

The Members,

Chaman Lal Setia Exports Ltd.

The Directors have pleasure in presenting before you the 24th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2018.

1. RICE BUSINESS---------PERFORMANCE AT A GLANCE

This is the first year of implementation of the Indian Accounting Standard (Ind AS). The Standalone Financial Statements for the year ended March 31st, 2018 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Financial Statements for the year ended March 31, 2017 have been restated in accordance with Ind AS for comparative information.

The Company’s financial performance, for the year ended March 31, 2018 is summarised below

Particulars

Amount (in Lacs) Y.E. 31.03.2018

Amount (in Lacs) Y.E 31.03.2017

Revenue From Operations

74656.26

49331.73

Other Income

174.80

260.23

Total Income

74831.06

49591.96

Profit before Interest & Depreciation

7010.79

6572.53

Interest

600.25

333.63

Provision For Depreciation

405.19

426.80

Profit before Tax

6005.35

5812.10

Less Provisions for taxation

1840.09

1956.40

Profit after taxation

4165.26

3855.70

Other Comprehensive Income

0

0

Total Comprehensive Income

4165.26

3855.70

Transfer to General Reserve

416.53

385.57

Current Assets

30279.27

22836.17

Current Liabilities

10203.31

7217.25

Working Capital

20075.96

15618.92

Capital Employed

23037.93

17928.71

EPS

8.05

7.44

Book Value

37.53

28.07

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company has registered a sale of Rs. 73907.47 Lakhs against previous year sales of Rs. 49282.36 lakhs.

3. EXPORTS

The Company continues to strengthen its exports during the year 2017-2018. Exports during the year increased to Rs. 65076.83. lakhs from Rs.40359.36 lakhs in financial year 2017.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:-

Your Company has no subsidiary or Associate Company and during the year also no Company have became or ceased to be the subsidiary, joint venture or Associate Company.

5. TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 416.53 Lakhs to General reserves.

6. DIVIDEND

During the year under review, the Board of Directors have recommended final dividend of Rs. 0.42 per equity share of Rs. 2/- each (i.e. 21%) for the financial year ended March 31, 2018 in their Board Meeting held on 29.05.2018 on Equity Share Capital of Company. The dividend payment is subject to approval of shareholders in the ensuing Annual General Meeting .

7. TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION & PROTECTION FUND

During the year, pursuant to the provisions of Section 124 and Section 125 of the Companies Act,2013, dividend amounting Rs. 204488/- was lying unpaid/unclaimed with the Company for a period of seven years after Declaration of Dividend for the financial year ended 2009-2010 was transferred to the Investor Education and Protection Fund .The Unpaid / Unclaimed amount for the Financial Year 2010-11 will be transferred during November 2018. Shareholders are, therefore, advised to contact the Company immediately in case of non-receipt or non encashment of Dividend.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority ( Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time (IEPF Rules) the Company has transferred 161234 Equity Shares which belongs to total 122 shareholders of the Company whose dividend was not been paid or claimed seven consecutive years or more into the Demat Account of the IEPF Authority held with NSDL (DPID/Client ID IN30078/10656671)

Before transferring the above mentioned shares the Company has sent out individual communication to the concerned shareholders whose shares were liable to be transferred to IEPF Authorities to take immediate action in the matter and list of such shareholders was also placed on the website of the Company. Further Company also published a Notice in the newspapers, informing the Members who had not claimed their shares for a period of 7 years to claim the same from the Company.

Concern shareholders may still claim the shares or apply for refund to the IEPF Authority by making an application in the prescribed form. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such Demat account shall not be transferred or dealt with in any manner whatsoever except for the purposes of transferring the shares back to the claimant as and when he approaches the Authority. All benefits accruing on such shares e.g. bonus shares, split. Consolidation, fraction shares etc. shall also be credited to such Demat Account.

8. BOARD OF DIRECTORS

As on March 31, 2018, your Company’s Board has a strength of 12 (Twelve) Directors. There are 6 Executive Directors and 6 Non Executive Independent Directors including one woman Director . The detailed section on ‘Board of Directors’ is given in the separate section titled ‘Report on Corporate Governance’ forming part of this Annual Report. Mr. Rajeev Setia and Mr. Sukarn Setia wholetime Director of Company is liable to retire by rotation at ensuing AGM and being eligible for re-appointment in accordance with provisions of the Companies Act, 2013. The brief resume of the Directors and other related information has been detailed in the Notice convening the 24th AGM of your Company. The Board recommends their re-appointment at the ensuing Annual General Meeting.

During the year, there was no change in composition of Directors. However after the closure of financial year, Mr. Parmod Kumar Independent Director of Company has submitted his resignation w.e.f 29.05.2018 in Board Meeting dated 29.05.2018 and further Board of Directors have appointed Mr. Arun Kumar Verma as an additional Independent Director of Company w.e.f 29.05.2018 .

9. DECLARATION BY INDEPENDENT DIRECTORS

In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 all the Independent Directors on the Board have furnished the declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

10. KEY MANAGERIAL PERSONNEL

As required under section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment (s) for the time being in force), the Company has noted that Mr. Chaman Lal Setia, Managing Director, Mr. Rajeev Setia, Wholetime Director and Chief Financial Officer and Miss Kanika Nevtia, Company Secretary are the Key Managerial Personnel of the Company.

11. AUDIT COMMITTEE

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, information about composition of Audit Committee and other details are given in Corporate Governance Report, forming part of this Annual Report. During the year , Board has accepted the recommendations of Audit Committee. The Audit Committee is comprising of Mr. Inder Dev Kukkar as Chairman, Mr. Naresh Kumar Suneja and Mr. Vijay Kumar Jhamb as members.

12. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 5 times during the financial year from 01.04.2017 to 31.03.2018. The details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 29.03.2018 without the presence of Non-Independent Directors and Members of the management and full details of such meeting is given in Corporate Goverence Report forming part of this report.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time ) the Board , on recommendation of the Nomination and Remuneration Committee has carried out an annual performance evaluation of its own performance, Committees of the Board and individual Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2017-18 in accordance with the framework and details for the same has been provided in the Corporate Governance Report, which is a part of this Annual Report.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 (including any amendment thereunder from time to time ), a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was completed during the year under review. The performance evaluation of the Chairman and Executive Directors were carried out by Non-Executive Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. DIRECTOR’S RESPONSIBILITY

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors hereby confirm that :

(a) in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures;

(b) the Directors have selected appropriated 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 March 31, 2018 and of the profit of the company for the Financial year ended March, 31, 2018;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the year ended March 31, 2018 on a going concern basis;

(e) the Directors have laid down internal financial controls in the company that are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :-

The Management Discussion and Analysis Report, for the year under review, giving detailed analysis of Company’s operations, as stipulated under Regulation 34 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, is presented in a separate section, which forms a part of this Annual Report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXHANGE EARNING AND OUTGOING :-

Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134 (3) (m) of Companies Act, 2013 read with Rules 8 of Companies (Accounts ) Rules, 2014 is given in the Annexure -A which forms part of this report.

17. GENERAL SHAREHOLDER INFORMATION

General Shareholder information is given in item no. 10 Of the Report on Corporate Governance forming part of the Annual Report.

18. Disclosure Relating to Remuneration of Directors, Key Managerial personnel and Particulars of Employees

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of your Company formulated in accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment for time being in force) . The salient aspects covered in the Nomination and Remuneration policy have been outlined in the Corporate Governance Report which forms part of this report. The full policy is available at on the website of the Company at weblink www.maharanirice.in.

The statement containing the details required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as ‘Annexure’ B which forms part of this Report.

19. EXTRACT OF ANNUAL RETURN :-

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual Return as provided under sub section (3) of section 92 of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration ) Rules, 2014, an extract of the Annual Return in form MGT-9 is enclosed herewith as Annexure - C Which forms part of this Report.

20. STATUTORY AUDITOR AND THEIR REPORT :-

M/s. R Chopra & Associates Chartered Accountants, (FRN: 022992N) were appointed as Statutory Auditors of the Company in the 23rd AGM (held on 28th September, 2017) to hold office for a period of 5 years until the conclusion of the 28th AGM subject to ratification at every Annual General Meeting.

However in accordance with the Companies Amendment Act, 2017, enforced on 07th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditor is not required to be ratified at every Annual General Meeting. Therefore, they will continue as Statutory Auditor for next financial year.

There are no observations (including any qualification, reservation, adverse remark or disclaimer)of the Auditors in their Audit Report that may call for any explanation from the Directors. Further the notes to accounts referred to in the Auditor’s Report are self-explanatory.

21. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s. Sunil Dhawan & Associates, Practicing Company Secretary as Secretarial Auditors of the Company for the year 2017-2018 to conduct secretarial audit and to ensure compliance by the Company with various Acts applicable to the Company. The report of the Secretarial Auditor for the financial year 2017-18 is enclosed as Annexure D to this report

As per the observation as given by the Secretarial Auditor, regarding the CSR Amount not spent by the company the explanation to the same has been given to the Secretarial Auditors which forms part of the Secretarial Audit Report and the detailed justification to the same is also being given in Annexure- E under Annual Report on CSR Activities which forms part of the Directors Report.

22. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act,2013 and as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate statement on detailed report on Corporate Governance along with a certificate from a Practicing Chartered Accountant, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. However w.e.f 29.05.2018 CSR Committee has been re-constituted due to resignation of one Director named Mr. Parmod Kumar . After re-constitution new CSR Committee comprises Mr. Arun Kumar Verma additional independent Director and Chairman of CSR Committee, Mr. Rajeev Setia and Mr. Vijay Setia Executive Directors of Company as other members of CSR Committee. The Board has also approved a CSR policy , on the recommendations of the CSR Committee which is available on the website of the Company at www.maharanirice.in. The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company’s CSR Policy, total amount to be spent under CSR for the financial year, amount unspent and the reason for the unspent amount, is set out at Annexure-E forming part of this Report.

24. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process has been established by the Company. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them. A detailed exercise is being carried out to identify, evaluate, monitor and manage risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report.

25. CREDIT RATING

During the year the Company has received following ratings:-

CRISIL

Total Bank Loan Facilities Rated

Rs. 100 Crore

CRISIL

Long Term Rating

CRISIL A-/Stable (Upgraded from CRISIL BBB /Positive)

Short Term Rating

CRISIL A2 (Upgraded from CRISIL A2)

Further as on 04.07.2018, Company received credit ratings from CARE RATINGS LIMITED which are as follows:-

Facilities

Amount (Rs. Crore)

Rating

Long-Term/Short Term facilities

75.00

CARE A-; Stable/Care A2

(Single A Minus; Outlook; Stable/A Two Plus

Total

75.00

Facilities

(Rs. Seventy Five Crore Only)

DUN & BRAD STREET

During the year Dun & Bradstreet has given Rating of 5A2 which implies that the Company has a tangible networth of INR 645,950,000 and above as per latest available audited financial statements. Composite appraisal 2 indicates that the overall status of Company is good.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :-

During the year under review no such complaint or grievance occurred under the Act named The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act , 2013,

27. DISCLOSURE ON DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

28. DEMATERIALISATION OF SHARES

The Company has agreements with both National Securities Depository Ltd. and Central Depository Services (India) Ltd. whereby the Shareholders have an option to dematerialise their shares with either of the depositories. As on 31.03.2018, about 97.72% of the Company’s Equity Shares has been held in dematerialized form.

29. SHARE CAPITAL OF THE COMPANY :-

The Paid-up equity share capital of the Company as on March 31, 2018 was Rs. 1034.67 lakhs. There has been no change in the Equity Share Capital of the Company during the year. The Company has no other type of securities except equity shares forming part of paid-up capital.

The Company’s shares are listed and actively traded on the below mentioned Stock Exchange:-

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street,

Mumbai - 400 001

30. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :-

During the financial year ended March 31, 2018 , the Company has neither made any investment (s) nor given any loan or guarantee(s) or provided any security within the meaning of the provisions of section 186 of the Companies Act, 2013.

31. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTIES UNDER SECTION 188(1) OF COMPANIES ACT, 2013

All Contracts/arrangements/transactions entered by the Company during the financial year 2017-2018 with related parties were on an arm’s length basis and were in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013, read with Rules issued thereunder and the SEBI Listing Regulations. During the year the Company had not entered into any contracts/ arrangements / transactions with related parties which could be considered as material under the Companies Act, 2013 and rules made thereunder and under SEBI Listing Regulations.

Prior omnibus approval of the Audit Committee has been obtained on for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The details of the related party transactions as per Indian Accounting Standard Ind AS 24 are set out in Note 12(ii)a to the Standalone Financial Statements forming part of this Annual Report. Further Form No. AOC-2 is attached as ‘Annexure-F’ which forms part of this report.

The Company has also adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company’s website at the weblink: www.maharanirice.in

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy/Vigil Mechanism to provide a formal mechanism for the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct and mismanagement, if any. The implementation and details of the Whistle Blower Policy has been mentioned in the Report of Corporate Governance and also uploaded on Company’s website i.e. www.maharanirice.in.

33. INDUSTRIAL RELATION

The Industrial relations in all the units and branches of your Company remained cordial throughout the year and have resulted in sustained growth of the company.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED SINCE 31ST MARCH, 2018 TILL THE DATE OF THIS REPORT :-

There has been no material change/commitment affecting the financial position of the Company which have occurred since 31st March, 2018 till the date of this Report.

35. LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing fee for the year 2018-19 to BSE where the Company’s Shares are listed.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Your Company has adopted requisite procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Internal Auditor of the Company checks and verifies the internal control and monitor them from time to time as and when required. The Company continues to ensure proper and adequate systems and procedures commensurate with the size, scale and nature of its business.

37. PREVENTION OF INSIDER TRADING:

Board of directors in their Board Meeting held on 29.05.2015 approved Chaman Lal Setia Exports Ltd. Code of Conduct i.e. Code for Internal Procedures & Practices and Conduct For Regulating, Monitoring and Reporting of Trading by Insiders of Chaman Lal Setia Exports Limited in accordance with the requirements of SEBI (Prohibition of insider trading) Regulation, 2015 and further Board of Directors in their Board Meeting dated 13.02.2017 amended aforesaid Code of Conduct in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and same was intimated to BSE also and full copy of amended code of conduct has been uploaded at the website of the Company i.e. www.maharanirice.in. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Promoters and designated employees of the Company.

38 . FUTURE EXPANSION

The Future expansion endeavour of the Company is always a going on process specially in the field of Quality improvement and development of new product with lower cost and energy savings The Management of the company understands that it has to improve upon to face the ever changing circumstances and evolvements globally.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY’S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company’s operations in future.

40. REPORTING OF FRAUDS

There have been no material instances of fraud reported by the Auditors under section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

41. CHANGE IN NATURE OF BUSINESS, IF ANY ;-

There is no change in the nature of Business of Company during the year under review.

42. NEW PACKING UNIT:-

Your Company in month of April, 2018, has commenced its new packing unit at Gandhidham, Gujarat and same was intimated to Stock Exchange too.

43. SHIFITING OF CREDIT LIMIT:-

During the year Company has shifted its credit limit from Punjab National Bank to HDFC Bank and same had been reported to Stock Exchange too.

44. DIVERSITY OF THE BOARD:-

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balances development.

45. COMPLIANCES WITH SECRETARIAL STANDARDS

During the year, the Company is in compliance of both erstwhile and revised Secretarial Standard issued by the Institute of Company Secretaries of India.

46. ACKNOWLEDGEMENT:

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us face all challenges and deliver results.

We acknowledge the support of our Members of Company, vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, Stock Exchange, depositories, auditors, consultants, business associates and other stakeholders.

For and on behalf of the Board of Directors

Place: Amritsar sd/-

Date: 28.08.2018 Chaman Lal Setia

Chairman & Managing Director

Din :- 01125789


Mar 31, 2015

The Directors have pleasure in presenting before you the 21st Annual Report together with the Audited Statements of Accounts of the Company for the year ended 31st March, 2015.

1. RICE BUSINESS Performance At A Glance

The Company's financial performance, for the year ended March 31, 2015 is summarized below:-

Particulars Amount (in Lacs) Amount (in Lacs) Y.E. 31.03.2015 Y.E 31.03.2014

Export turnover 40757.82 31762.21

Domestic turnover 10045.08 9844.82

Profit before Intt. & Depreciation 3784.36 3373.47

Interest 531.34 361.27

Provision for Depreciation 298.75 296.94

Profit before Tax 2954.27 2715.26

Provision for Tax 1004.15 891.26

Profit after Tax 1950.12 1823.99

Proposed Dividend 226.39 163.07

Transfer To General Reserve 195.01 182.39

Carried to Balance Sheet 4923.88 3855.56

Current Assets 14404.27 13504.22

Current Liabilities 6932.11 7104.69

Working Capital 7472.16 6399.53 Capital Employed 9639.86 8414.78

EPS 20.98 19.62

Book Value 85.30 72.01

Highlights of Performance:

During the year the export Sales of Company increased at a very handsome pace. This was the result of the efforts put in by management through extensive travelling & Exploring new International markets, the emphasis was also on attractive packing & brand equity. The increase in Profit can be attributed to the Special emphasis of the management on Cost Cutting and Control and further to increase in the prices of rice and dollar .

2. Deposits

The Company has not invited/accepted any deposits from the public during the year ended March 31,2015. There were no unclaimed or unpaid deposits as on March 31, 2015.

3. Industrial Relation

The Industrial relations remained cordial throughout the year and have resulted in sustained growth of the company.

4. Directors and Key Managerial Personnel

Mr. Vijay Setia and Mr. Rajeev Setia, are the Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Amit Mehra (Din No. 01386464) an independent director of Company was not elected in Annual General Meeting held on 29.09.2014 due to non receipt of requisite vote. Therefore he got retired from his position & Company in the immediate next Board Meeting (i.e. on 13.10.2014) appointed Mr. Vijay Kumar Jhamb as an additional Director of Company w.e.f. 13.10.2014 as per Articles Of Association of Company and in terms of Section 161 (1) of the Act and whose term of office expires at the Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to 12th October 2019." In the opinion of the Board, he fulfill the conditions of independence as specified in Listing Agreement, in the Act and Rules made there under.

During the year, the Board of Directors also appointed Miss Kanika Nevtia as Company Secretary w.e.f 31.05.2014 & Mr. Rajeev Setia Executive Director of Company as Chief Financial Officer of Company w.e.f 19.08.2014 and Mr. Chaman Lal Setia managing director of Company is designated as Key Managerial Personnel of Company. None of Directors of the company is disqualified under Section 164(2) of the Companies Act, 2013 .

5 Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgoing Information required under Section 134 (3) (m) of Companies Act, 2013 read with Rules 8 of Companies (Accounts) Rules, 2014 is given in the Annexure -A to this report.

6. Auditors' Report

The Auditors' Report does not contain any Qualification. The notes on accounts referred to in the Auditor's Report are self-explanatory and therefore do not call for any further Comments.

7. Auditors

The Auditor M/s Rajesh Kapoor & Co, Chartered Accountants (ICAI Registration No. 92692) retire at the conclusion of the forthcoming Annual General meeting and are available for re-appointment. A written certificate & letter has been obtained to this effect that their re-appointment satisfies the criteria provided in section 141 of the Companies Act, 2013 and he is not disqualified for re-appointment.

8. Dividend

During the year ended March 31, 2015 your Company's working results were quiet improved on sale as well as Profit aspects due to the Management thrust on Cost reduction in all areas of Company's operations, productivity, quality improvement and innovation of new products . Hence keeping in view the aspiration of the shareholders and also in order to strive balance between the aspiration of shareholders and future expansion , yours directors, recommend a dividend of 20% i.e Rs. 2 per Share basis .

9. Director's Responsibility

Pursuant to Section 134 (3) (c) & (5) of the Companies Act, 2013, Directors hereby state that :-

(a) in the preparation of the annual accounts for the year ended 31st March, 2015, 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 Profit and 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 the Companies 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 laid down internal financial controls in the company that are adequate and are operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

10. Credit Rating

There is improvement in Credit rating which is mentioned as below:

Long Term Rating CRISIL BBB /Stable (Upgraded from CRISIL BBB/Stabble)

Short Term Rating CRISIL A2 (Upgraded From CRISIL A3 )

11. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Sunil Dhawan & Associates, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure B to this report. The report is self- explanatory and do not call for any further comments.

12. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

13. Corporate Social Responsibility and Governance Committee

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises Mr. Parmod Kumar Kukkar (Chairman), Mr. Rajeev Setia & Mr. Vijay Setia as other members. Company has framed policy also details are given in Annexure-C.

14. Corporate Governance

The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchange(s) during the year under review. A separate section on Corporate Governance along with certificate from the Auditors confirming the compliance is annexed and forms part of the Annual Report.

15. Dematerialization of Shares

The Company has agreements with both National Securities Depository Ltd and Central Depository Services Ltd. whereby the Shareholders have an option to dematerialize their shares with either of the depositories. The company's shares are traded compulsorily in demat form under ISIN code INE419D01018 and the percentage of demat shares of the Company is 91.64%.

16. Listing With Stock Exchange

The Company confirms that it has paid the Annual Listing fee for the year 2015-16 to BSE where the Company's Shares are listed.

17. Pollution Free Environment: - Company's Slogan Company continues its pursuit of free distribution of Neem & Jamun Plants for plantation which helps medical cure and clean environment. The Neem can also be used as bio-pesticide for preventing infestation in food grains.

18. Future Expansion

The Future expansion Endeavour of the Company is always a going on process specially in the field of Quality improvement and development of new product with lower cost and energy savings The Management of the company understands that it has to improve upon to face the ever changing circumstances and evolvements globally.

19. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company www.maharanirice.in

20. Particulars of contracts or arrangements with related parties

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential confect with the interests of the Company. The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 has been disclosed in Form No. AOC-2. As Annexure D (Format enclosed).

21. Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees Statement containing information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, and Companies (Particulars of Employees) Rules, 1975 is annexed as Annexure E.

22. Development and Implementation of a Risk Management Policy

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

23. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-F.

24. Meetings

The Board of Director duly met 18 times during the financial year from 01.04.2014 to 31.03.2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

25. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 :-

As per the applicability of Act named The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act , 2013, no such complaint or grievance occurred during the year under review.

26. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

27. Particulars of Employees and Remuneration

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

29. Transfer to Reserves

The Company has transferred Rs. 195.01 Lacs to reserves.

30. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

31. Particulars of Loan Given, Investment Made, Guarantee Given

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

32. Material Changes Between the Date of Board Report and End of the Financial Year

There have been no 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.

33. Social Objective

Company is not only a Profit Oriented Unit, but also meeting its Commitment & Responsibility towards the society by undertaking the following measures :

a) Development of new technique whereby rice could be made Pesticide Residue Free.

b) Development of low cost water falters for poor segment of the society. The Company has named the new invention after the name of its Brand as Begum Walter Filter.

c) Project for tackling problem of wastewater logging and treatment of sanitary discharge in villages is under process.

d) Zero Energy cool chamber development of more cost effective more users friendly cooling system at a very nominal cost.

34. Forfeiture of Shares The Board of directors at their meeting held on 28.08.2015 considered the list of shareholders who have not paid their balance amount of allotment money along with the share premium amount. Company has already given two reminders to all the shareholders & finally on 24.07.2015 Company has given the individual final call money notice along with publication in newspapers to all the partly paid shareholders to pay the balance outstanding amount towards allotment and share premium due on their holding on or before 24.08.2015 failing which the shares held by them shall be liable for forfeiture without giving any further notice. Therefore Board of directors at their meeting held on 28.08.2015 decided to forfeit 92200 Shares who have not paid their balance amount of allotment money along with share premium amount.

Appreciation The Board of directors thanks company's customers, public, shareholders, bankers and suppliers. The Board also places on record its appreciation of the services rendered by staff at all levels and look forward to their valued co-operation and contribution in meeting the future challenges.

For and on behalf of the Board of Directors

Place: Amritsar

Date: 28.08.2015 Chaman Lal Setia

Chairman


Mar 31, 2014

Dear Members,

The Directors'' have pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

1. RICE BUSINESS-Performance At A Glance

The Company''s financial performance, for the year ended March 31, 2014 is summarised below:-

Particulars Amount (in Lacs) Amount(in Lacs) Y.E. 31.03.2014 Y.E 31.03.2013

Export turnover 31762.21 16980.79

Domestic turnover 9844.82 10265.24

Profit before Intt. & Depreciation 3373.47 2032.72

Interest 361.27 197.48

Provision for Depreciation 296.94 257.49

Profit before Tax 2715.26 1773.26

Provision for Tax 891.26 575.30

Profit after Tax 1823.99 1197.96

Proposed Dividend 163.07 118.79

Transfer To General Reserve 182.39 119.79

Carried to Balance Sheet 3855.56 2527.43

Current Assets 13504.22 8549.51

Current Liabilities 7104.69 4285.88

Working Capital 6399.53 4263.63

Capital Employed 8414.78 6210.92

EPS 19.62 12.89

Book Value 72.01 55.73

Highlights of Performance:

During the year the export Sales of Company increased at a very handsome pace. This was the result of the efforts put in by management through extensive travellings & Exploring new International markets, the emphasis was also on attractive packing & brand equity. The increase in profit can be attributed to the Special emphasis of the management on Cost Cutting and Control and further to increase in the prices of rice and dollar .

2. Deposits

The Company has not accepted any deposits falling within the purview of Sec 58A of the Companies Act 1956 and no deposits were overdue as on 31.03.14.

3. Personnel

Relations with work force of the Company have remained cordial, throughout the Year.

4 . Directors

The Board of Directors at their meeting held on 26th July, 2013 appointed Mr. Sankesh Setia as an Additional Director of the Company with effect from 1st October, 2013. Mr. Sankesh Setia took over as the Non-Executive Promoter of the Company with effect from 1st October, 2013.

Under Section 161 (1) of the Companies Act, 2013 (corresponding to section 260 of the Companies Act, 1956) read with the Article of the Article of Association of the Company, Mr. Sankesh Setia holds office up to the date of the forthcoming Annual General Meeting of the Company. A notice has been received from a member proposing Mr. Sankesh as a candidate for the office of the Whole Time Director of the Company for a period of five years whose period of Office shall be liable to determination by retirement of directors by rotation.

The term of Mr. Chaman Lal Setia, as a Managing Director was for a period of 5 years expire on 21.09.2014. Your Directors are seeking re- appointment of Mr. Chaman Lal Setia as a Managing Director for a further period of 5 years with effect from 21.09.2014.

Pursuant to the provisions of section 198, 269, 309 and 311 read with schedule XIII of the Companies Act, 1956 and as per applicable provisions of Companies Act, 2013, Shri Rajeev Setia, Shri Vijay Setia, Shri Ankit Setia and Shri Sukarn Setia be and are hereby reappointed as whole time directors of the Company for further five years whose period of Office shall be liable to determination by retirement of directors by rotation.

Pursuant to the provisions of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Inder Dev Kukkar, Mr. Naresh kumar Suneja, Mr. Parmod Kumar Kukar, Mr. Raghav Peshawaria, Mr. Amit Mehra as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of all the independent directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 20th Annual General Meeting.

Pursuant to the provisions of section 149 and other applicable provisions of the Companies Act, 2013, And pursuant to the amended provisions of Listing Agreement which requires every listed Company to have at least one woman Director on the Board your Directors are seeking appointment of Mrs. Amar Jyoti Bagga as an Independent Directors for five consecutive years for a term upto 31st March, 2019.

5 Statement u/s 217 (1) (e) of the Companies Act

The requirements for disclosure of particular with respect to conservation of energy are not applicable to the company. A statement giving details of technology absorption, foreign exchange earning and outgo in accordance with the above provisions is annexed here to as Annexure ''A'' and form parts of this report.

6. Particulars of employees

The Company has no employee of the category specified in sub section (2A) of section 217 of the Companies Act 1956.

7. Auditors'' Report

The notes on accounts referred to in the Auditor''s Report are self-explanatory and therefore do not call for any further Comments.

8. Auditors

M/s Rajesh Kapoor & Co, Chartered Accountants (ICAI Registration No. 92692) retire at the conclusion of the forthcoming Annual General meeting and are available for re-appointment. A written certificate & letter has been obtained to this effect that their re- appointment satisfies the criteria provided in section 141 of the Companies Act, 2013 and he is not disqualified for re-appointment.

9. Dividend

During the year ended March 31, 2014 your Company''s working results have quiet improved on sale as well as profit aspects due to the Management thrust on Cost reduction in all areas of Company''s operations, productivity, quality improvement and innovation of new products . Hence keeping in view the aspiration of the shareholders and also in order to strive balance between the aspiration of shareholders and future expansion, yours directors, recommend a dividend of 15 % i.e Rs. 1.50 per Share basis subject to adjustment of 100% of amount due from partly paid shareholders towards their balance of call money due.

10. Director''s Responsibility

Pursuant to section 217 (2AA) of the Companies Act 1956 the directors confirm that:

(i) In the preparation of the annual accounts for the year ended March 31st, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and applied Consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the said period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

11. Credit Rating

There is improvement in Credit rating from CRISIL BBB- to CRISIL BBB/Stable

12. Cost Audit

The Cost Auditor of the Company issued Cost Audit Report dt. 24/08/2013 which was accepted by the Board of Directors. M/S. Verma Khuswinder & Associates has been appointed as Cost Auditor of the Company to Carry out the audit of the Cost Accounting records maintained by the Company for the year ended 31.03.2014.

13. Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

14. Corporate Social Responsibility Committee

During the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Shri Parmod Kumar Kukkar as the Chairman , Shri Rajeev Setia and Shri Vijay Setia as members of Committee.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

15. Statutory Disclosures

None of the directors of your company is disqualified as per the Provisions of Section 274 (1) (g) of the Companies Act, 1956. Your directors have made necessary disclosures as required under various provisions of Companies Act 1956 and as per applicable provisions of Companies Act, 2013 and clause 49 of the Listing Agreement.

The information given under Section 217 (1) (e) of the Companies Act, 1956 to be read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended is enclosed as Annexure ''A''.

None of the employees of your company is drawing remuneration exceeding the limits laid down under provisions of Section 217(2A) of the Companies Act, 1956 to be read with Companies (Particulars of Employees) Rules, 1975 as amended.

16. Corporate Governance

Chaman Lal Setia Exports Ltd has rooted itself in Values, Nurtured by ethics, transparency and Corporate Governance. Your Company is all set to branch out further and grow stronger. It is these values and guidelines that will give a firm foundation for the future growth. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Company has constituted various board committees, revised its whistle blower policy and adopted some other mandatory and non mandatory requirements as required by the Clause 49 of listing Agreement and the required particulars from part of this Annual report.

17. Dematerialisation of Shares

The Company has agreements with both National Securities Depository Ltd and Central Depository Services Ltd. whereby the Shareholders have an option to dematerialise their shares with either of the depositories. The company''s shares are traded compulsorily in demat form under ISIN code INE419D01018 and the percentage of demat shares of the Company is 91.50%.

18. Social Objectives

Company is not only a Profit Oriented Unit, but also meeting its Commitment & Responsibility towards the society by undertaking the following measures:

a) Development of new technique whereby rice could be made Pesticide Residue Free.

b) Development of low cost water filters for poor segment of the society. The Company has named the new invention after the name of its Brand as Begum Water Filter.

c) Project for tackling problem of wastewater logging and treatment of sanitary discharge in villages is under process.

d) Zero Energy cool chamber development of more cost effective more users friendly cooling system at a very nominal cost.

19. Listing of Shares

The shares of the Company are listed on Mumbai Stock Exchange Limited and listing fees has been paid timely.

20. Pollution Free Environment: - Company''s Slogan

Company continues its pursuit of free distribution of Neem & Jamun Plants for plantation which helps medical cure and clean environment. The Neem can also be used as bio-pesticide for preventing infestation in food grains.

21. Future Expansion

The Future expansion endeavour of the Company is always a going on process specially in the field of Quality improvement and development of new product with lower cost and energy savings The Management of the company understands that it has to improve upon to face the ever changing circumstances and evolvements globally.

Appreciation

The Board of directors thanks company''s customers, public, shareholders, bankers and suppliers. The Board also places on record its appreciation of the services rendered by staff at all levels and look forward to their valued co-operation and contribution in meeting the future challenges.

FOR & ON BEHALF OF BOARD

Place : Amritsar CHAMAN LAL SETIA Dated : 26-08-14 Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 19th Annual Report, together with the Audited Accounts of the Company for the year ended 31st March 2013.

1. RICE BUSINESS Performance At A Glance

Particulars Amount (in Lacs) Amount (in Lacs) Y.E. 31.03.2013 Y.E 31.03.2012

Export turnover 16980.79 13713.34

Domestic turnover 10265.24 7987.03

Profit before Intt. & Depreciation 2032.72 1856.58

Interest 197.48 440.46

Provision for Depreciation 257.49 219.87

Profit before Tax 1773.26 1101.85

Provision for Tax 575.30 331.40

Profit after Tax 1197.96 770.45

Proposed Dividend 118.79 172.79

Transfer To General Reserve 119.79 77.00

Carried to Balance Sheet 2527.43 1486.66

Current Assets 8549.51 9493.69

Current Liabilities 4285.88 5873.35

Working Capital 4263.63 3620.34

Capital Employed 6210.92 4964.55

EPS 12.89 8.29

Book Value 55.73 43.21

Highlights of Performance:

During the year the sales of the Company increased both on domestic as well as export front. This was the result of the efforts put in by the management through extensive travellings & exploring new International markets, the emphasis was also on attractive packing & brand equity. The increase in profit can be attributed to the special emphasis of the management on Cost Cutting and Control and further to increase in the prices of rice and dollar.

2. Deposits

The Company has not accepted any deposits falling within the purview of Sec 58A of the Companies Act 1956 and no deposits were overdue as on 31.03.13

3. Personnel

Relations with work force of the Company have remained cordial, throughout the year.

4. Directors

Directors of the Company liable to retire by rotation retires at the Annual General Meeting and being eligible offer themselves for re- election.

5 Statement u/s217 (1) (e) of the CompaniesAct

The requirements for disclosure of particulars with respect to conservation of energy are not applicable to the Company. A statement giving details of technology absorption, foreign exchange earning and outgo in accordance with the above provisions is annexed here to asAnnexure ''A'' and form a part of this report.

6. Particulars of employees

The Company has no employee of the category specified in sub section (2A) of section 217 of the CompaniesAct 1956.

7. Auditors'' Report

The notes on accounts referred to in the Auditor''s Report are self-explanatory and therefore do not call for any further comments.

8. Auditors

M/s Rajesh Kapoor & Co, Chartered Accountants, Auditors retire at the conclusion of the forthcoming Annual General meeting and are available for re-appointment. Awritten certificate u/s 224(1 )(B) has been obtained to this effect.

9. Dividend

During the year ended March 31, 2013 your Company''s working results improved on sale as well as profit aspects due to the Management thrust on cost reduction in all areas of Company''s operations, productivity, quality improvement and innovation of new products. Hence, keeping in view the aspiration of the shareholders and also in order to strive balance between the aspiration of shareholders and future expansion, your Directors, recommend a dividend of 11 % i.e Rs.1.10 per Share basis subject to adjustment of 100% of amount due to partly paid shareholders towards their balance of call money due.

10. Director''s Responsibility

Pursuant to section 217 (2AA) of the CompaniesAct 2000 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31,2013 and of the profit of the Company for the said period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions * of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

11. Statutory Disclosures

None of the Directors of your Company is disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Act and clause 49 of the Listing Agreement.

The information given under Section 217 (1) (e) of the Companies Act, 1956 to be read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended is enclosed as Annexure ''A.

None of the employees of your Company is drawing remuneration exceeding the limits laid down under provisions of Section 217(2A) of the CompaniesAct, 1956 to be read with Companies (Particulars of Employees) Rules, 1975 as amended.

12. Corporate Governance

Chaman Lai Setia Exports Ltd has rooted itself in values, nurtured by ethics, transparency and Corporate Governance, Your Company is all set to branch out further and grow stronger. It is these values and guidelines that will give a firm foundation for the future growth.

The Company has implemented the new requirement of code of corporate governance as required by Clause 49 of the listing Agreement and the required particulars from part of this Annual report.

13. Cost Audit

The Cost Auditor of the Company issued Cost Compliance Report dt. 24.08.2012 which was accepted by the Board of Directors M/s. Verma Khuswinder & Associates has been appointed as Cost Auditor of the Company to Carry out the audit of the Cost Accounting records maintained by the Company for the year ended 31.03.13.

14. Dematerialisation of Shares

The Company has agreements with both National Securities Depository Ltd and Central Depository Services Ltd. whereby the Shareholders have an option to dematerialise their shares with either of the depositories. The Company''s shares are traded compulsorily in demat form under ISIN code INE419D01018 and the percentage of demat shares of the Company is 91.50%

15. Social Objectives

The Company is not only a profit oriented unit, but also meeting its commitment & responsibility towards the society by undertaking the following measures:

a) Development of new technique whereby rice could be made Pesticide Residue Free.

b) Development of low cost water filters for poor segment of the society. The Company has named the new invention after the name of its brand as Begum Water Filter.

c) Projectfortackling problem of wastewater logging and treatment of sanitary discharge in villages is under process.

d) Zero Energy cool chamber development of more cost effective and more user friendly cooling system at a very nominal cost.

16. Listing of Shares

The shares of the Company are listed on Mumbai Stock Exchange Limited and listing fees has been paid timely.

17. Pollution Free Environment: - Company''s Slogan

The Company continues its pursuit of free distribution of Neem & Jamun Plants for plantation which helps medical cure and clean environment. The Neem can also be used as bio-pesticide for preventing infestation in food grains.

18. Future Expansion

The future expansion endeavour of the Company is always a continuing on process specially in the field of quality improvement and development of new product with lower cost and energy savings. The Management of the Company understands that it has to improve upon to face the ever changing circumstances and evolvements globally.

Appreciation

The Board of Directors thank Company''s customers, public, shareholders, bankers and suppliers. The Board also places on record its appreciation of the services rendered by staff at all levels and look forward to their valued co-operation and contribution in meeting the future challenges.

FOR & ON BEHALF OF BOARD Place : Amritsar CHAMANLALSETIA

Dated : 24-08-13 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

1. RICE BUSINESS.........Performance At A Glance

Particulars Amount (in Lacs) Amount (in Lacs) Y.E. 31.03.2010 YE. 31.03.2009

Export turnover 10113.73 8609.46

Domestic turnover 8453.00 6682.45

Profit before Intt. & Depreciation 1470.64 984.59

Interest 279.22 313.20

Provision for Depreciation 166.87 170.30

Profit before Tax 1024.54 501.08

Provision for Tax 324.81 160.00

Profit after Tax 699.73 341.08

Proposed Dividend 173.92 162.97

Transfer To General Reserve 69.97 34.11

Carried to Balance Sheet 791.91 339.61

Current Assets 7335.50 6237.69

Current Liabilities 3782.67 3697.12

Working Capital 3552.83 2540.57

Capital Employed 4482.60 3872.55

EPS 7.53 3.67

Book Value 34.18 28.51

Highlights of Performance: The Company during the year registered a handsome growth both in Sales as well as Profit

During the year the Sales of Company increased at a higher pace in spite of the adverse factors i.e. fall in the value of dollar & cut throat competition in the market. This was the result of the efforts put in by management viz attractive packing, branding & standardization of quality of rice, creating of new markets domestic as well as overseas, removal of export duty by the Govt, and increase in the prices of rice worldwide. The handsome increase in profit can be attributed to the innovative ideas of management to produce better quality product which led to better realization of Prices, Increase in prices of Rice specially in the export market as a resultant to food grain shortage world wide.

2. Deposits

The Company has not accepted any deposits falling within the purview of Sec 58A of the Companies Act 1956 and no deposits were overdue as on 31.03.10

3. Personnel

Relations with work force of the Company have remained cordial, through out the Year.

4. Directors

All Director of the Company retiring by rotation at the Annual Gene/ai Meeting and being Eligible offers themselves for re-election.

5. Statement u/s 217 (1) (e) of the Companies Act

The requirements for disclosure of particular with respect to conservation of energy are not applicable to the company. A statement giving details of technology absorption, foreign exchange earning and outgo in accordance with the above provisions is annexed here to as Annexure A and form parts of this report.

6. Particulars of employees

The Company has no employee of the category specified in sub section (2A) of section 217 of the Companies Act 1956.

7. Auditors Report

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further Comments.

8. Auditors

M/s Rajesh Kapoor & Co, Chartered Accountants retire at the conclusion of the forthcoming Annual General meeting and are available for re-appointment. A written certificate u/s 224(1 )(B) has been obtained to this effect.

9. Dividend

During the year ended March 31, 2010 your Companys working results have improved Considerably in view of the Management thrust on Cost reduction in all areas of Companys operations, productivity improvement, improvement in the quality of yield and innovation of new products. Still keeping in view the further expansion, yours directors, recommend a dividend of 16% i.e Rs.1.60 per Share subject to adjustment of 100% of amount due to partly paid shareholders towards their balance of call money due.

10. Directors Responsibility

Pursuant to section 217 (2AA) of the Companies Act 2000 the directors confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (ii) Appropriate accounting policies have been selected and applied Consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the said period.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

11. Statutory Disclosures

None of the directors of your company is disqualified as per the Provisions of Section 274 (1) (g) of the Companies Act, 1956. Your directors have made necessary disclosures as required under various provisions of the Act and clause 49 of the Listing Agreement.

The information given under Section 217 (1) (e) of the Companies Act, 1956 to be read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as amended is enclosed as Annexure A.

None of the employees of your company is drawing remuneration exceeding the limits laid down under provisions of Section 217(2A) of the Companies Act, 1956 to be read with Companies (Particulars of Employees) Rules, 1975 as amended.

12. Corporate Governance

Chaman Lai Setia Exports Ltd has rooted itself in Values,Nurtured by ethics, transparency and Corporate Governance, Your Company is all set to branch out further and grow stronger. It is these values and guidelines that will give a firm foundation for the future growth.

The Company has implemented the new requirements of code of corporate governance as required by Clause 49 of the listing Agreement and the required particulars on part of this Annual report.

13. Dematerialisation of Shares

The Company has agreements with both National Securities Depository Ltd and Central Depository Services Ltd. whereby the Shareholders have an option to dematerialise their shares with either of the depositories. Now the companys shares are traded compulsorily in dematform under ISIN code INE419D01018.

14. Social Objectives

Company is not only a Profit Oriented Unit, but also meeting its Commitment & Responsibility towards the society by undertaking the following measures:

a) Development of new technique whereby rice could be made Pesticide Residue Free.

b) Development of low cost water filters for poor segment of the society. The Company has named the new invention afterthe name of its Brand as Begum Water Filter.

c) Project for tackling problem of wastewater logging and treatment of sanitary discharge in villages is under process.

d) Development of diabetic rice for diabetic patients.

e) Zero Energy cool chamber development of more cost effective more users friendly cooling system at a very nominal cost.

15. Listing of Shares

The share of the Company are listed on Mumbai Stock Exchange Limited and listing fees has been paid timely.

16. Pollution Free Environment: - Companys Slogan

The company has been successful in its effort of using of waste water from sella plant for Plantation. Company continued its expedition of free distribution of Neem & Jamun Plants for plantation & medical cure Neem can be used also as bio-pesticide for curing infestation. The Company is trying hard to stabilize rice bran for human consumption.

17. Future Expansion

Keeping in view the increase in demand of rice, scarcity of food grains worldwide the company has installed Ultra Modern Machinery at its Karnal Unit .The commercial production has started and will expand in future.

Appreciation

The Board of directors thanks companys customers, public in general, shareholders, bankers and suppliers. The Board also places on record its appreciation of the services rendered by staff at all levels and look forward to their valued co-operation and contribution in meeting the future challenges.

FOR & ON BEHALF OF BOARD

CHAMAN LAL SETIA Chairman

Place: Amritsar Date: 20-08-10

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X