Mar 31, 2015
Dear Members,
The Directors are pleased to have this opportunity to report on
Company's progress during the year financial year 2014-15 and to submit
the 30th Annual Report & Audited Balance Sheet as on 31st March, 2015
and Profit & Loss Account for the period ended on 31st March, 2015.
FINANCIAL RESULTS
(Rs. In Lacs)
Standalone
2014-2015 2013-2014
Turnover/ Income from operations 4860.60 10280.64
Other Income 12.78 34.61
Profit/fLoss) before tax, finance cost 58.60 359.32
& depreciation
Finance Cost 41.36 66.82
Depreciation 26.67 17.59
Exceptional items (income) 2.40
Profit/fLoss) before tax (9.43) 272.51
Provision for Taxation - 87.00
Tax Adjustments for earlier years 7.31 (1.80)
Deferred Tax (3.91) (.038)
Profit/fLoss) After Tax (12.83) 187.35
Surplus brought forward from Previous Year 725.98 584.88
Profit available for appropriation 712.89 772.23
Appropriations:
Proposed Dividend - 36.84
Tax on Proposed Dividend - 6.28
Transfer to General reserve - 3.00
Surplus carried to Balance Sheet 712.89 725.97
Consolidated
2014-2015 2013-2014*
Turnover/ Income from operations 7164.30 3
Other Income 15.11 -
Profit/fLoss) before tax, finance cost 112.59 -
& depreciation
Finance Cost 76.45 -
Depreciation 38.18 -
Exceptional items (income) - -
Profit/fLoss) before tax (2.04) -
Provision for Taxation 4.25 -
Tax Adjustments for earlier years 7.23 -
Deferred Tax (5.96) -
Profit/fLoss) After Tax (7.56) -
Surplus brought forward from Previous Year 779.06 -
Profit available for appropriation 769.49 -
Appropriations:
Proposed Dividend - -
Tax on Proposed Dividend - -
Transfer to General reserve - -
Surplus carried to Balance Sheet 769.49 -
* Alsan Rubber & Chemicals Private Limited (ARCPL) became subsidiary on
30th July, 2014, Therefore Consolidated figures are not applicable for
2013-14
DIVIDEND
Keeping in view of the loss incurred during the current financial year
and future working capital requirements of the Company, the Board has
not recommended any dividend for the financial year ending on 31st
March 2015.
TRANSFER TO RESERVE
Your Directors have proposed not to transfer any sum to the General
Reserve.
COMPANY'S PERFORMANCE
During the year, the performance of the Company during the year was
depressing and the turnover during the year was at Rs. 4860.60 Lacs as
against Rs. 10280.64 Lacs in the previous year indicating a decline of
about 53% over the last year. The year under review resulted in Loss of
Rs. 12.83 Lacs as compared to Net Profit of Rs. 187.35 Lacs during the
previous year. The management is optimistic on the performance of the
Company in future and a detailed discussion is provided under
Management discussion and analysis report.
HUMAN RESOURCE DEVELOPMENT
Human Resource is not only an integral part of any organisation but
also strive its success and growth. The Company believes that human
resources are the key resources and integral part the organisation and
endeavours to create a culture of openness and empowerment amongst its
employees and provide good carrier development.
Your Company believes in trust transparency & teamwork to improve
employees productivity at all levels and is committed to the welfare of
the employees and their families by putting review and reward system in
place.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There is no material changes noted and observed by the Board of the
Company which have occurred between the close of the financial year on
March 31,2015 to which the financial statement relates and the date of
this report.
SUBSIDIARY AND ASSOCIATES COMPANIES
The Company has only one wholly owned subsidiary of the Company namely
M/s. Alsan Rubber & Chemicals Private Limited (CIN:
U52100DL1995PTC068763) [ARCPL] which became subsidiary on 30th July,
2014. ARCPL is mainly engaged in the business of trading of rubbers.
During the year under review, ARCPL registered revenue from operations
of Rs. 2303.70 lacs as compared to a revenue of Rs.1438.37 Lacs in
financial year 2013-14.The net profit for the year under review has
been significantly lower at Rs.7.39 lacs as against Rs.46.43 lacs for
the previous year. ARCPL continues to supply its entire supply/ to the
Company.
A report on the performance and financial position of the Company's
aforesaid subsidiary is annexed in the prescribed Form AOC-1 to this
Report as ÂAnnexure -I'
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) they 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 of the
Company for that period;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 and 152 of the
Companies Act, 2013 and Rules made there under as amended from time to
time and clause 49 of the Listing Agreement, the Company has
recommended appointment of Mr.Jagdish Jhunjhunwala as the Independent
Director of the company as stipulated in item No. 4 of the Notice of
the ensuing 30* Annual general meeting of the Company.
Further in accordance with the provisions of section 161 of the
Companies Act, 2013 and Rules made there under as amended from time to
time, the Company has proposed appointment of Mrs. Sheetal Jain as a
Director of the company on recommendation received from member in
writing as stipulated in item No. 5 of the Notice of the ensuing 30th
Annual general meeting of the Company.
In accordance with the Companies Act, 2013, Mr. Prakash Goyal,
Independent Director of the Company retires by rotation at the ensuing
annual general Meeting and being eligible offers himself for
re-appointment.
All independent directors have given declaration that they meets the
criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
In due compliance with the requirement of Section 203 of Companies Act,
2013 read with Rule 8 of Companies (Registration offices and fees)
Rules, 2014, Key Managerial Persons (KMP) of the company was duly
constituted /appointed. The board in their meeting held on August 31,
2015 appointed Mr. Nitesh Singh as Compliance Office of the Company as
part of KMP. Further Mr. Amar Singh was appointed as Chief Financial
Officer (CFO) w.e.f. March 1,2015 by the Board in their meeting held on
March 19, 2015.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company, during the period under review
met During the Financial year ended March 31, 2015, the Board met 10
(Ten ) times on 26th May, 2014, 10th June, 2014, 26th June 2014,30th
July 2014,11th August, 2014, 4th September, 2014,12th November, 2014,
29th December, 2014, 5th February, 201 5and 19th March 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 and Clause 49 of the Listing agreement.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
revised Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
INTERNAL CONTROL SYSTEMS
The Company's internal control systems are audited by B. Rattan and
Associates. The Internal Auditor independently evaluates the adequacy
of internal controls and reviews major transactions. The Internal
Auditor reports directly to the Audit Committee to ensure complete
independence.
BOARD COMMITTEES
Detailed composition of the mandatory Board Committees viz. Audit
Committee, Nomination and Remuneration Committee, Stakeholder
Relationship Committee, Risk Management Committee and no. of meetings
held during the year under review and other related details are set out
in the Corporate Governance Report which forms a part of this Report.
AUDIT COMMITTEE
The role, terms of reference, authority and powers of the Audit
Committee are in conformity with Section 177 of the Companies Act,
2013. The details of which are given in the Corporate Governance
Report. The Committee met periodically during the year and had
discussions with the auditors on internal control systems and internal
audit report.
STATUTORY AUDITORS & THEIR REPORT
M/s. J.P.S. & Company, Chartered Accountants (Firm registration
No.004086N), the existing auditors of the Company retire at the
conclusion of this Annual General Meeting and being eligible, offer
themselves for re-appointment. The retiring auditors have furnished a
certificate of their eligibility for re-appointment under Section 139
(1) of the Companies Act, 2013 and Companies (Audit and Auditors)
Rules, 2014. The same was discussed in the Audit Committee meeting.
Your directors recommend their re-appointment. The Company has received
audit report from M/s J.P.S. & Company, Chartered Accountants
SECRETARIAL AUDITORS & THEIR REPORT:
In terms of Section 204 of the Companies Act, 2013 and Rules framed
thereunder and on the recommendation of the Audit Committee, the Board
of Directors of the Company have appointed M/s.KKS & Associates,
Company Secretaries as the Secretarial Auditor of the Company for the
financial year 2014-2015. The Company has received consent from M/s.KKS
& Associates, Company Secretaries, for their appointment.
The Board of Directors on a voluntary basis appointed M/s KKS &
Associates, Company Secretaries as the Secretarial Auditor of the
Company in relation to the financial year 2014-15. The Secretarial
Audit for financial year 2014-15 was conducted on voluntary basis and
the report is available on the Company's website. Any member interested
in hard copy of the Secretarial Audit Report may inspect the same at
the Registered Office of the Company or write to the Company Secretary
for a copy. Secretarial audit report as provided by M/s KKS &
Associates, Company Secretaries, is also annexed as Annexure-IV to this
Report in prescribed Form MR-3.
QUALIFICATIONS IN AUDIT REPORTS
There is no qualification, disclaimer, reservation or adverse remark or
disclaimer made either by the statutory auditors in his report and by
the company secretary in practice (Secretarial Auditor) in his
secretarial audit report.
FUTURE PROSPECTS
In the past the Company has improved significantly its overall
performance with the existing trading portfolio of synthetic rubber and
Coal, However the current financial year was not very good. The company
shall endeavor to capitalize further.
The Company is also planning to enter into business execution of all
kinds of infrastructure projects in future. On successful
implementation of future projects and on the strength of its existing
product portfolio, operational efficiency and enhanced network, the
management, on overall basis, expects a robust growth and enhanced
market share. The Board expects that the Company will continue to
improve its overall performance and excel to enhance the profitability
of the Company, in the present economic scenario and huge potential
demand of these products in the Indian market, via its strategy
competency, operational efficiencies and new line of activity on its
successful implementation.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with Section 129(3) of the Companies Act 2013 and Clause
32 of the Listing Agreement entered into with the Stock Exchanges, the
consolidated Financial Statements of the Company, including the
financial detail of the subsidiary Company of the Company, forms part of
this Annual Report .The Consolidated Financial Statements have been
prepared in accordance with the Accounting Standards issued by the
Institute of Chartered Accountants of India.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee(RMC). The details
of this Committee and its terms of reference are set out in the
Corporate Governance Report, which forms part of this Report.
The Company has a Business Risk Management framework to identify risks
and strive to create transparency, minimize adverse impact on the
Business and enhance the Company's competitive advantage.
Pursuant to the aforesaid business risk framework, the Company has
already identified the business risk and action plan for mitigation of
the same is already in place. The business risk and its mitigation have
been dealt with the Management Discussion and Analysis section of this
Report.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Clause 49 of the
Listing Agreement entered into with the Stock Exchanges, the Board has
adopted vigil mechanism in the form of Whistle Blower Policy, to deal
with instances of fraud or mismanagement, if any .The Policy can be
accessed at the website of the company.
RELATED PARTY TRANSACTIONS
The Company has developed a Related Party Transactions policy for
purpose of identification and monitoring of such transactions. The
policy on Related Party Transactions approved by the Board is uploaded
on the Company's website.
All Related Party Transactions are placed before the Audit Committee
and also the Board/Members for their approval, wherever necessary. The
related party transactions entered during the financial year were on an
arm's length basis and were in the ordinary course of business except
the contracts/arrangements or transactions entered into by the Company
with the related parties referred to in sub -section (1) of Section 188
of the Companies Act, 2013 dining the course of business but which were
not at arm's length basis .The details of the same are annexed herewith
as " Annexure-H " in the prescribed Form AOC-2.
There were no materially significant related party transactions during
the financial year except with wholly owned subsidiary as mentioned in
AOC-2.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON EXECUTIVE DIRECTORS
AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS
All pecuniary relationship or transactions of the non executive
directors vis-a-vis The company, alongwith criteria for such payments
and disclosures on the remuneration of directors alongwith their
shareholding are disclosed Form MGT-9, which forms a part of this
Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
There are no relationships between directors inter se except Mr. Akash
Jain, Managing Director and Mrs. Sheetal Jain, director who is wife of
Mr. Akash Jain, Managing Director.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs.
36,980,000/-. During the year under review, the Company has not issued
any shares with differential voting rights nor granted stock options
nor sweat equity. As on March 31, 2015, No other director holds any
share in the Company except Mr. Akash Jain, Managing Director who holds
3,45,000 Equity shares of the Company and Mrs. Sheetal Jain .Director
who holds 1,90,002 Equity shares of the Company .
E-VOTING
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and Administration) Rules,
2014 and Clause 35B of the Listing Agreement. The above Rule 20 of the
Companies (Management and Administration) Rules, 2014 have been amended
on 19thMarch, 2015 to introduce a new concept of e-voting i.e. E-Voting
at general meeting through an electronic voting system. To comply with
the requirements of new Companies Act, 2013 and to ensure good
governance for its members, your Company has provided e-voting facility
for its last year general meetings to enable its members to participate
in the voting electronically. The instruction(s) for e-voting for
ensuing Annual General Meeting is also provided with notice to
shareholders of this Annual Report.
EXTRACT OF ANNUAL RETURN
As required under Section 92 (3) read with Rule 12 of Companies
(Management & Administration), Rules, 2014, the extract of the Annual
Return in the prescribed form MGT- 9 is annexed herewith as "
Annexure-III".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in respect to Conservation of Energy technology absorption,
foreign exchange earnings and outgo , pursuant to Rule 8 of the
Companies (Accounts) Rules, 2014 is as follows:-
a. Conservation of energy N. A
b. Technology Absorption N.A. (Rs.)
c. Foreign Exchange Earnings Current Year NIL
Previous Year NIL
d. Foreign Exchange Earning &
Outgo
1. Foreign Exchange Earning NIL
2. Foreign Exchange Outgo
i) Foreign Traveling Expenses Current Year Rs. NIL
Previous Year Rs. NIL
ii) GIF Value of Imports Current Year Rs. 1896 (Lacs)
Previous Year Rs. 2255 (Lacs)
PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT, 2013
Your company does not have any employee, whose particulars are required
to be given under the provision of Section 134 of The Companies Act,
2013 read with the Companies (Accounts) Rules, 2014.
PUBLIC DEPOSITS
During the year the Company has not received any Deposits from public,
covered under Chapter V of the Companies Act, 2013. PARTICULARS OF
LOANS, GUARANTEES OR INVESTMENTS
In terms of Section 134 (3) (g), towards inclusion of the details of
particulars of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 & Rules made
thereunder in this report, the same are given in the notes to the
Financial Statements.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with the provisions of the of the Sexual Harassment of
Women at the Workplace (prevention, Prohibition & Redressed) Act, 2013
no employees (permanent, contractual, temporary, trainees) are covered
under this policy till the date of this report.
COMPLIANCE WITH THE LISTING AGREEMENT
The company's equity shares continue to be listed on the Stock
Exchange, Mumbai (BSE) which has nationwide trading terminals. The
company has paid the Annual Listing Fees to BSE for the Financial Year
2015-2016.
ACKNOWLEDGEMENT
Your Directors place on record their warm appreciation of the
assistance and cooperation extended by various Government Departments,
Authorities, and Business Partners etc. Your Directors also place on
record their deep appreciation of the support provided by the Bankers
associated with the company.
Your company's employees are instrumental to your company achieving
higher business goals. Your directors place on record their deep
admiration of the commitment and contribution of your company's
employees. Your support as shareholders is greatly valued. Your
directors thank you and look forward to your continuance support.
For and on behalf of the board of directors
Akash Jain Prakash Goyal
New Delhi Managing Director Director
August 31,2015 DIN: 00049303 DIN: 02598736
Corporate Identification Number (CIN): L51909DL1984PLC019441
Registered Office:
14, Rani Jhansi Road, New Delhi-110055
Phone: 91-11-2351656, Fax : 91-11-23553698
Email: [email protected]; Website: www.cpil.com
Mar 31, 2014
To the Members of Chandra Prabhu International Ltd.
The Directors are pleased to have this opportunity to report on
Company''s progress during the year financial year 2013-14 and to
submit the 29th Annual Report & Audited Balance Sheet as on 31st March,
2014 and Profit & Loss Account for the period ended on 31st March,
2014.
FINANCIAL RESULTS
(Rs.In Lacs)
2013-2014 2012-2013
Turnover/ Income from operations 10280.64 8780.40
Other Income 34.61 55.62
Profit/(Loss) before tax, interest & 320.67 276.42
depreciation
Interest 32.97 40.81
Depreciation 17.59 10.37
Exceptional items ( income) 2.40 43.20
Profit/(Loss) before tax 272.51 268.45
Provision for Taxation 87.00 78.00
Tax Adjustments for earlier years 1.80 2.82
Deferred Tax (.038) (0.23)
Profit/(Loss) After Tax 187.35 187.86
Surplus brought forward from Previous Year 584.88 443.29
Profit available for appropriation 772.23 631.15
Appropriations: _ _
Proposed Dividend 36.84 36.98
Tax on Proposed Dividend 6.28 6.28
Transfer to General reserve 3.00 3.00
Surplus carried to Balance Sheet 725.97 584.88
OVERALL PERFORMANCE
During the year, the performance of the Company continued it growth
traditionally. The turnover during the year was at Rs. 10280.64 Lacs as
against Rs. 8780.40 Lacs in the previous year indicating a growth of
17% over the last year. The year under review resulted in Net Profit
of Rs. 187.35 Lacs as compared to Net Profit of Rs. 187.86 Lacs during
the previous year. The management is optimistic on the performance of
the Company in future and a detailed discussion is provided under
Management discussion and analysis report.
DIVIDEND
The Board has recommended a final dividend of Rs. 1/- per equity share
[@ 10% on face value of Rs 10/- per equity share] to be appropriated
from the profits for the 2013-14 subject to the approval of
shareholders at the ensuing general meeting. The dividend shall be paid
in compliance with applicable regulations.
CORPORATE GOVERNANCE
Your company has complied with the mandatory provisions of clause 49,
relating to Corporate Governance, of the Listing Agreement with the
Stock Exchanges. A comprehensive report on Corporate Governance forming
part of the Directors'' Report and the certificate from the
company''s statutory auditors confirming the compliance of conditions
on corporate governance is included in the Annual Report.
FUTURE PROSPECTS
The Company has improved significantly its overall performance in the
past with the existing trading portfolio of synthetic rubber and Coal.
Turnover in coal has sustained the growth momentum as in the past and
rubber has registered tremendous growth during the year and the company
shall endeavor to capitalize further.
The management, on overall basis, expects a robust growth and enhanced
market share on the strength of its existing product portfolio,
operational efficiency and enhanced network alongwith the successful
implementation of trade in minerals in future. The Board expects that
the Company will continue to improve its overall performance and excel
to enhance the profitability of the Company, in the present economic
scenario and huge potential demand of these products in the Indian
market, via its strategy competency, operational efficiencies.
SUBSIDIARIES
The Company has acquired shares of M/s. Alsan Rubber & Chemicals
Private Limited (CIN: U52100DL1995PTC068763) on 30th July, 2014 and it
has become wholly owned subsidiary of the Company. M/s. Alsan Rubber &
Chemicals Private Limited is mainly engaged in the business of trading
of rubbers.
DIRECTORS
In accordance with the provisions of Section 149 and 152 of the
Companies Act, 2013 and Rules made thereunder as amended from time to
time, the Company has recommended appointments of Independent Directors
as stipulated in item Nos. 4 to 6 of the Notice of the ensuing 29th
Annual general meeting of the Company. In view of all other directors
being recommended for approval of the appointment as Independent
directors except Mr. Akash Jain, Managing Director, therefore there is
no director liable to retire by rotation for ensuing AGM.
AUDITORS
M/s. J.P.S. & Company, Chartered Accountants, Statutory Auditors of the
company hold office until the conclusion of the ensuing Annual General
Meeting (AGM) and being eligible offer themselves for re-appointment.
They have confirmed that their appointment, if made, would be within
the prescribed limits.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules framed thereunder, it is proposed to appoint M/s. J.P.S.
& Company, Chartered Accountants, as statutory auditors of the Company
from the conclusion of the forthcoming AGM till the conclusion of the
Thirty Second Annual General Meeting to be held in the year 2017,
subject to ratification of their appointment at every AGM.
Yours Directors recommend reappointment of M/s. J.P.S. & Company,
Chartered Accountants, as Auditors of the company at the ensuing Annual
General Meeting.
The notes to the accounts referred to in the Auditor''s Report and the
observations made in the Report under Companies (Auditor''s Report)
Order, 2003 are self-explanatory and therefore do not call for any
further comments.
DIRECTORS RESPONSIBILITY STATEMENT
The information required to be furnished in terms of section 134(5) of
the Companies Act, 2013 erstwhile Section 217(2AA) of the Companies
Act, 1956 are set out hereunder:
Your Directors confirmed:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had 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 or loss of the company for that period;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) that the directors had prepared the annual accounts on a going
concern basis.
The Company''s Internal Auditor has conducted periodic audits to
provide reasonable assurance that the Company''s established policies
and procedures have been followed.
PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT, 2013
Your company does not have any employee, whose particulars are required
to be given under the provision of Section 134 of The Companies Act,
2013 (erstwhile section 217 (2A) of the Companies Act, 1956) read with
the Companies (Accounts) Rules, 2014.
PUBLIC DEPOSITS
The Company has not accepted any fixed deposits from public till date
within the meaning of Section 73 of the Companies Act, 2013(erstwhile
Sec 58A of the Companies Act, 1956) and rules made there under.
COMPLIANCE WITH THE LISTING AGREEMENT
The company''s equity shares continue to be listed on the Stock
Exchange, Mumbai (BSE) which has nationwide trading terminals. The
company has paid the Annual Listing Fees to BSE for the Financial Year
2014-2015.
COMPLIANCE CERTIFICATE (383A)
The Company has obtained Compliance Certificate as required under the
provisions of the Section 383A of the Companies Act, 1956 from Company
Secretary in whole time Practice and the Compliance Certificate form
part of this Annual report.
ACKNOWLEDGEMENT
Your Directors place on record their warm appreciation of the
assistance and cooperation extended by various Government Departments,
Authorities, Business Partners etc. Your Directors also place on record
their deep appreciation of the support provided by the Bankers
associated with the company.
Your company''s employees are instrumental to your company achieving
higher business goals. Your directors place on record their deep
admiration of the commitment and contribution of your company''s
employees. Your support as shareholders is greatly valued. Your
directors thank you and look forward to your continuance support.
for and on behalf of the board of directors
Akash Jain Prakash Goyal
New Delhi Managing Director Director
September 04, 2014 DIN: 00049303 DIN : 02598736
Corporate Identification Number
(CIN): L51909DL1984PLC019441
Registered Office:
14, Rani Jhansi Road, New Delhi-110055
Phone: 91-11-2351656,
Fax :91-11-23553698
Email: [email protected];
Website: www.cpil.com
Mar 31, 2013
To the Members of Chandra Prabhu International Ltd.
The Directors are pleased to have this opportunity to report on
Company''s pmyress ouriny Ihrj /oar 2012 2013 to submit lha 2Blh
Annual Report & Audited balance Sheet as on 31c March, 2013 and Proiit
& Loss Account for the perioc ended on 31st March, 2013
FINANCIAL RESULTS
(Rs.In Lacs)
2012-2013 2011-2012
Turnover/ Income
from operations
Other Income 5.62 35-55
ProWlLoss} before tax,
interest & depreciation 231.88
Interest 40.81 39.00
Depreciation 10.37 10.01
vceptional Items [Income) 43.20
Profit/[Loss) before Tax 265.45 33.83
Provision for Taxation 76,00 7.00
Tax Adjustments for earlier years 2,3 3.691
Deferred Tax (0,23) 39.15
After Tax 111.43
Surplus brought forv and
from Previous Year 443.29 377.84
Profit available for
appropriation 631.15 435,50
Appropriations:
Proposed Dividend 36.93 36.96
Tax on Proposed Dividend 6.28 5.99
Transler to Genera! reserve 3.00
Surplus carried to Balance Sheet 504.88 443.29
OVERALL PERFORMANCE
During the year, the pc-rlormance of the Company was satisfactory. The
turnover during the year was at Rs. 873D.40 Lacs as against Hs, 7009.G5
Lacs in the previous year. The year under review resulted in Net Prof."
0'' Rs. 1B/.B6 Lacs as compared to Net Profit of Rs. 111.43 Lacs during
the previous year. Tie management is hopeful to improve the performance
of the Company in future and a detailed discussion is provide;! under
Management discussion and analysis report.
DIVIDEND
The Board has recommended a final dividend of Rs. 1/- per equity share
f@ 10% en face value of Us 10.''- per equity share] to be appropriated
from the profits for the financial year 2012-13 subject tc the approval
of share he Ida''s at !.-,e ensuing genera! meeting. The dividend shall
bo paid in compliance with applicable reguialions-
CORPORATE GOVERNANCE
Your company has complied with the mandatory provisions of clause 49,
relating to Corporate Governance, 0! the Listing Agreement with the
Stock Exchanges. A comprehensive Je-fjoit on Corporate Governance
forming pail of t''e Directors'' Report and the ccrtnlicate from the
company''s statutory auditors continuing Ihe compliance of conditions on
corporate governance is included in Ihe Annual Report.
FUTURE PROSPECTS
The Company has improved significantly its ove-;-:!l oarfnrmance in Ihe
past with the existing trading portfolio of synthetic rubber and Coal.
Turnover in coal has sur;!a,r,ed Ihe grewtn. memertum as in Ihe pasl
and rubher has registered tremendous growth during the year and the
company shall endeavor to capitalize further, The manage mer::, en
overall bass, cvpecls a roojst growth and enhanced market share on the
strength o; its Existing product portfolio, operational cfixiency and
enhanced network alongwith the successful implementation uf trade in
minerals in future. The Beard expects that the. Company will continje
to improve i''.s overdll performance and excel to enhance Ihe
profitability of the Company, in the present economic scenario and huge
potential demand of these product 5 ir the Indian marfcet, via its
strategy competency, operational efficiencies.
SUBSIDIARIES
The Company has no subsidiary at present. Willi a view to consolidate
and focus on one business operation ol the Company during the year
under review the Company has divested trout Wholly Owned Subsidiary
named Mis. V is hakan Overseas Limited (formerly known as Chandra
Prab^u Overseas United) w.e.f. 14 ''July. £012 which was non operational
Irom last many years.
Mis J.P.S. £ Company. Chartered Accountants, Auditors ot (he company
hold office until the conclusion of the ensuing Annual General Meeting
and being eligible ufler I hems elves lof re-appointment. Pursuant to
Section 224(1 B) ol the Companies Act 1956 they have confirmed that
their appointmenl, if made, would be within the prescribed limits.
Yours Directors recommend reappointment of Wtfs. J.P.S. 4 Company,
Chartered Accountants, as Auditors of the company at Ihe ensuing Annual
General Meeting.
The notes to the accounts referred to in the Auditor''s Report and the
observations made in the Hoport under Companies (Auditor''s Report)
Order, 2003 are self-explanatory and Iheiefore do not call tor any
further ccmmenls.
DIRECTORS RESPONSIBILITY STATEMENT
Ihe information required In be furnished in terms of section 217 (2AA)
of the Companies Act, 1356 are set out hereunder:
Your Directors confirmed:
i) that in the preparation ol the annual accounts, the applicable
accounting slandards had been followed along with proper explanation
relating to material departures:
ii) thai the directors had selected such accounting policies and
aoplied Ihem consistently and made judgments and estimates that are
reasonable and prudent so as to g^ve a true and fair view of the stale
of affairs of the company at the end of the financial year and of the
prolit or loss of the company lor lhat period; '' .
iii) that the difectors had taken proper and sufficient care lor the
maintenance of adequate accountmg records in accordance wi!h the
provisions of this Act for safeguarding the assets ol the company and
lor preventing arid detecting fraud and other irregularities;
iv) that the directors had prepared the annual accounts en a going
concern basis.
The Company''s Interna! Auditor has conducted periodic audits to provide
reasonable assurance that the Company''s established policies and
procedures have been followed.
RECTORS
accordance with the provisions of Companies Act, 19bS and Company''s
Articles ol Association, Mr. Prakash Goya! relire by rotation at the
ensuing Annual General Meeting and is eligible lor reappointment. The
Board recommends the reappointment ol Mr. Prakash Goya! and appo in)
merit of Mr. San jay Geel and Mr. Nishanl Goyal as Independent
Directors (hrough the nelice convening the 2rtni Annual General Meeting
of the Company.
Brief resume, pursuant to clause 49 ol the Listing Agreement of the
Directors proposed tn he appointed.'' reappointed at Ihc Annual General
Meeting, nature of their expertise in specific functional areas and
name companies in which they hold directorship included in the notes
the Notice convening the Annual General Meet rig.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Your Company does not have any employee, wnose particulars are required
to he g.von under [he provisiun o'' section 217 (2A) of (he Companies
Act. 195S read with the Companies (Particulars of Employees) Rules.
1975. as amended up to date.
Information win respect lo Conservation Of Energy, Technology
Absorption & Foreign Exchange Earning And Outgo, pursuant to section
217 (1)(e) cl (he Companies Act, 1956 is as lollows:-
a. Conservation of energy N.A
Previous Year NIL.
d. Foreign Exchange Earning & Outgo
1. Foreign Exchange Earning NIL
2, Foreign Fxchangc Outgo
i) Foreign Traveling Expenses Current Year Rs. NIL
Previous Year Rs. 50,445
ii) GIF Value of Imparls Curreni Year Rs. 347R (Laos)
Previa us Year Rs. 1b83(Lacs)
PUBLIC DEPOSITS
The Company has not accepted any fixed deposes Irom public till dale
within the meaning ol Section 58A ut Ihe Companies Act, 1956 and rules
made there under.
COMPLIANCE WLTH THE LISTING AGREEMENT
Ihe company''s equity shares continue to be listed on the Stock
Exchange, Mumbai (BSE) which has nation wide trading terminals. The
company has paid the Annual Listing Fees lo BSE fo: [he Financial Year
2012-2Q13.
COMPLIANCE CERTIFICATE (383A)
Ine Company has obtained Compliance Certificate as required under the
provisions of Ihe Section 383A of the Companies Act, 1955 from
praclising Company Secretary M/s. KKS & Associates and ihe Compliance
Certificate form part of this Annual report.
ACKNOWLEDGEMENT
Your Directors place on record Iheir warm appreciation pf (he
assistance and cooperation extended by various Govemmenl^Deparlrnonts,
Aulhohties, Reserve Bank of Ino''ia, Business Partners etc. Your
Direolcrs also place on record their deep appreciation of the support
provided by the Bankers associated wilh Ihe company.
Your company''s employees are instrumental to your company achieving
higher busr.ess goals. Your directors place on record their deep
admiration of Ihn commitment and contribution of your company''s
employees. Your support as shareholders is greatfy valued. Your
directors thank you and look forward to your continuance support.
for and on behalf of the
board of directors of
CHANDRA PRABHU
INTERNATIONAL LIMITED
PLACE: MEW DELHI
AKASHJAIN
DATE: 27Th August, 2013 CHAIRMAN
Mar 31, 2010
Chandra Prabhu International Ltd. Your Directors are pleased to have
this opportunity to report on Companys progress during the year
2009-2010 and to submit the 25th Annual Report & Audited Balance Sheet
as on 31st march, 2010 and Profit & Loss Account for the period ended
on 31st March, 2010.
(Rs. in Lacs)
Financial Results 2009-10 2008-09
Turnover/Income from operations 3465.20 1298.99
Other Income 52.65 23.73
Profitf(Loss) before tax,
Interests depreciation 180.29 53.22
Interest 16.76 6.87
Depreciation 14.01 8.09
Profit/(Loss) before tax 149.52 38.26
Provision for Taxation 36.00 5.00
Provision for Fringe Benefit Tax Nil 1.50
Tax related to earlier years (FBT) Nil 0.06
Tax related to earlier years 0.56 0.50
Deferred Tax (1.37) (0.07)
Profit/(Loss) after tax 114.33 31.27
Surplus brought forward from
Previous Year 252.70 221.43
PROFIT AVAILABLE FOR
APPROPRIATION 367.02 252.70
Appropriations:
Proposed Dividend 36.98 NIL
Tax on Proposed Dividend 6.29 NIL
Transferto General reserve 3.00 NIL
Surplus carried to Balance Sheet 320.75 252.70
OVERALL PERFORMANCE
The year under review resulted in Net Profit of Rs. 114.33 Lacs as
compare to Net Profit of Rs. 31.27 Lacs during the previous year. The
company has outperformed during the year and the turnover during the
year increased by approx 167% at Rs. 3465.20 Lacs as against Rs.
1298.98 Lacs In the previous year. The management is hopeful to
maintain the momentum of growth in future also.
DIVIDEND
The Board has recommended a final dividend of Rs. 1/-per equity share
[@ 10% on face value of Rs 10/- per equity share] to be appropriated
from the profits for the 2009-10 subject to the approval of
shareholders at the ensuing general meeting. The dividend shall be paid
in compliance with applicable regulations.
CORPORATE GOVERNANCE
Your company has complied with the mandatory provisions of clause 49,
relating to Corporate Governance, of the Listing Agreement with the
Stock Exchanges. A comprehensive report on Corporate Governance forming
part of the Directors Report and the certificate from the companys
statutory auditors confirming the compliance of conditions on corporate
governance is included in the Annual Report.
FUTURE PROSPECTS
With the existing trading portfolio of synthetic rubber, Petrochemical
and Coal, the Company has improved significantly its overall
performance in the past. The Company had extended its product portfolio
to include minerals along with the existing products which will improve
performance of the company in future. Turnover in coal has sustained
the growth momentum as in the past and rubber has registered tremendous
growth during the year and the company shall endeavor to capitalize
further.
On an overall basis, we expect a robust growth and enhanced market
share on the strength of its existing product portfolio, operational
efficiency and enhanced network alongwith the successful implementation
of trade in minerals in future. The Board expects that the Company will
continue to improve its overall performance and excel to enhance the
profitability of the Company, in the present economic scenario and huge
potential demand of these products in the Indian market, via its
strategy competency, operational efficiencies.
SUBSIDIARIES
The Audited statements of accounts along with Directors Report of the
Companys wholly owned subsidiaries M/s Chandra Prabhu Overseas Ltd.
and South West Drilling & Infrastructure Ltd., for the financial year
ended 31 st March, 2010, is annexed pursuant to the provisions of
section 212 of the Companies Act, 1956.
AUDITORS
M/s. J.P.S. & Company, Chartered Accountants, Auditors of the company
hold office until the conclusion of the ensuing Annual General Meeting
and being eligible offer themselves for re-appointment. Pursuant to
Section 224(1B) of the Companies Act, 1956 they have confirmed that
their appointment, if made, would be within the prescribed limits.
Yours Directors recommend reappointment of M/s. J.P.S. & Company,
Chartered Accountants, as Auditors of the company at the ensuing Annual
General Meeting.
The notes to the accounts referred to in the Auditors Report and the
observations made in the Report under Companies (Auditors Report)
Order, 2003 are self-explanatory and therefore do not call for any
further comments.
DIRECTORS RESPONSIBILITY STATEMENT
The information required to be furnished in terms of section 217 (2AA)
of the Companies Act, 1956 are set out hereunder:
Your Directors confirmed:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had 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 or loss of the company for that period;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) that the directors had prepared the annual accounts on a going
concern basis.
The Companys Internal Auditor has conducted periodic audits to provide
reasonable assurance that the Companys established policies and
procedures have been followed.
DIRECTORS
In accordance with the provisions of Companies Act, 1956 and Companys
Articles of Association, Mr. Ved Prakash Goel and Mr. Sudhanshu Mishra
retire by rotation at the ensuing Annual General Meeting and are
eligible for reappointment. Your Directors recommend reappointment of
both Mr. Ved Prakash Goel and Mr. Sudhanshu Mishra on the Board.
Subject to approval of members at the ensuing Annual General Meeting,
your Directors have increased remuneration payable to Mr. Akash Jain,
Managing Director of the Company from existing Rs. 35,000 per month to
Rs. 75,000 per month, effective from September 01,2010.
Brief resume, pursuant to clause 49 of the Listing Agreement of the
Directors proposed to be appointed/reappointed at the Annual General
Meeting, nature of their expertise in specific functional areas and
name of companies in which they hold directorship included in the notes
to the Notice convening the Annual General Meeting.
CONSOLIDATED FINANCIAL STATEMENT
A Consolidated Financial Statements have been prepared by your company
in accordance with the requirements of the Accounting Standards issued
by the Institute of Chartered Accountants of India. The audited
Consolidated Financial Statements together with Auditors Report
thereon forms part of the Annual Report.
PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.
Your company does not have any employee, whose particulars are required
to be given under the provision of section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended up to date
Information with respect to Conservation Of Energy, Technology
Absorption & Foreign Exchange Earning And
Outgo, pursuant to section 217 (1)(e) of the Companies Act,
1956isasfollows:-
a. Conservation of energy Not Applicable
b. Technology Absorption Not Applicable (Rs. In Lacs)
c. Foreign Exchange Earnings CurrentYear NIL
Previous Year NIL
d. Foreign Exchange Outgo
(Rs. In Lacs)
i) Foreign Traveling Expenses Current Year Rs.0.52
Previous Year Rs. 1.09
ii)CIFValueoflmports Current Year Rs. 1112.59
Previous Year Rs. 185.98
PUBLIC DEPOSITS
The Company has not accepted any fixed deposits from public till date
within the meaning of Section 58A of the Companies Act, 1956 and rules
made there under.
COMPLIANCE WITH THE LISTING AGREEMENT
The companys equity shares continue to be listed on the Stock
Exchange, Mumbai (BSE) which has nation wide trading terminals. The
company has paid the Annual Listing Feesto BSE for the Financial
Year2010-2011.
ACKNOWLEDGEMENT
Your Directors place on record their warm appreciation of the
assistance and cooperation extended by various Government Departments,
Authorities, Reserve Bank of India, Business Partners etc. Your
Directors also place on record their deep appreciation of the support
provided by the Bankers associated with the company.
Your companys employees are instrumental to your company achieving
higher business goals. Your directors place on record their deep
admiration of the commitment and contribution of your companys
employees. Your support as shareholders is greatly valued. Your
directors thank you and look forward to your continuance support.
for and on behalf of
the Board of Directors
Place: New Delhi Akash Jain
4th September, 2010 Chairman
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