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Directors Report of Chordia Food Products Ltd.

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 32nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March, 2014 are briefly given below: -

2013-2014 2012-2013 (Rs.) (Rs.)

Sales & Other Income 35,32,00,093 32,06,12,119

Profit before Depreciation 4,18,04,300 3,97,40,572 & Interest

Less:- Depreciation 88,86,886 91,03,591 Interest/Finance cost 94,66,449 88,20,424

Profit before exceptional Item 2,34,50,965 2,18,16,557

Add: Extra Ordinary Item of Income - 99,99,920

Profit before Tax 2,34,50,965 3,18,16,477

Less: Provision for Taxation 68,50,000 75,00,000

Profit after Taxation 1,66,00,965 2,43,16,477

for the Year

2. REVIEW OF OPERATIONS

During the year under Report the Sales of the Company were Rs. 3,504.78 Lacs as compared to the Sales of Rs. 3,175.96 Lacs of the previous year. The operating Profit for the Year was Rs. 234.50 Lacs as compared to the operating Profit of Rs. 218.16 Lacs of the previous year. The profit during the Year was under pressure due to increased raw material costs and higher employee & financial overheads.

3. BUSINESS PLANS AND FUTURE OUTLOOK

The Company has decided to expand its activities which were stagnant for past few years. The Company plans to widen its production base, product mix and marketing strategies. For the purpose the Company will deal with some of the other Units of the Promoter- Director group which are already engaged in the Food Industry. With this scenario the Directors are confident that the Company will perform better in the years to come.

4. DIVIDEND

To strengthen the long term Capital needs of the Company, the Directors do not recommend any Dividend on the Equity Shares of the Company for the Financial Year ended 31st March, 2014.

5. AUDITORS

The present Auditors M/s Sunil Shah, Chartered Accountants will retire at the conclusion of the forth coming Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and fix their remuneration.

6. COST AUDITORS

As per the Central Government Order dated 24th January, 2012 the Company is required to get its Cost Accounting Records, in respect of each of its Financial Years commencing on or after 1st April, 2012, audited by a Cost Auditor.

The Board of Directors of the Company has appointed Mrs. Varsha S. Limaye, Cost Accountant as the Cost Auditor of the Company for the Year ended as on 31st March, 2014.

The Cost Audit Report for the Year ended 31st March, 2014 will be submitted to the Central Government in due course.

7. COMPLIANCE CERTIFICATE

Pursuant the provisions of Sub Section (1) of Section 383A of the Companies Act, 1956 with regard to issue of Compliance Certificate, the necessary Compliance Certificate obtained from Shekhar Ghatpande & Co., Practicing Company Secretaries is attached herewith.

8. DIRECTORS

Dr. Pravin Hukmichand Chordia, Director [DIN: 00389777] retires by rotation and has informed his unwillingness to be reappointed as the Director of the Company, due to his other business and professional commitments.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term upto five consecutive years and shall not be liable to retire by rotation, during that period. Necessary resolutions for the appointment of Mr. Mahendra Sajjanlal Mehta and Mr. Vijaykumar Chandulal Kankaliya have been recommended for your approval. Mr. Ajay Dhondopant Pohekar another Independent Director has informed his unwillingness to be appointed as an Independent Director of the Company, due to his other business and professional commitments.

9. PERSONNEL

Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels for the continued growth and prosperity of the Company. Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) The Company''s operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

b) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Research and Development Center whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

c) Particulars relating to Foreign Exchange Earnings and outgo appear in the Notes forming part of the Annual Accounts.

11. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Ltd., [Formerly known as Bombay Stock Exchange Ltd.] and the Directors confirm that the necessary listing Fee of the Stock Exchange for the year 2014-2015 has been paid by the Company.

12. DEMATERIALIZATION OF SHARES

As reported earlier the Equity Shares of the Company are dematerialized with effect from 21st June, 2001 and the ISIN No. allotted to the Company is INE975C01011.

The Members who have not yet availed Demat Facility are requested to avail the same immediately.

13. CORPORATE GOVERNANCE

In compliance with the requirement of Clause 49 of the listing Agreement with Stock Exchange, a separate report on Corporate Governance along with Auditors'' Certification on its compliance has been provided.

Report on Management Discussion and Analysis is provided in separate section and forms part of this Annual Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:-

a) That while preparing the Annual Accounts for the year ended 31st March 2014, the applicable accounting standards had been followed along with proper explanations relating to material departures.

b) 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 financial year and of the Profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

15. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Company''s Bankers viz. Corporation Bank, its valued Customers, Distributors, Suppliers, etc.

The Directors are also thankful to the officials of the Government of India, Government of Maharashtra and Tamil Nadu, Andhra Pradesh Local Authorities for their continued help and timely assistance extended to the Company.

For and behalf of the Board of Directors

Place : Pune Hukmichand S. Chordia Date :9th August, 2014 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

The financial results for the year ended 31st March, 2010 are briefly given below:-

2009-2010 2008-2009

(Rs.) (Rs)

Turnover 34,46,31,677 32,71,38,173

Gross Profit 4,10,77,388 3,68,33,872

Less:- Depreciation 82,35,000 81,42,580

Interest 64,39,226 73,22,497

Profit before Tax 2,64,03,163 2,13,68,795 Less: Provision for Taxation 84,25,000 51,50,000

Profit after Taxation 1,79,78,163 1,62,18,795 Add: Balance in Profit & Loss

Account of Previous Year 7,09,80,958 5,67,62,163

Amount available

for appropriation 8,89,59,121 7,29,80,958

2. DIVIDEND

Considering the future business plans and upcoming expansion and modernization programmes and heavy marketing expenditure envisaged by the Company in the years to come, there is a need to plough back the funds of the Company in the business itself.

Considering the same, the Directors do not recommend any Dividend on the Equity Shares of the Company for the Financial Year ended 31sl March, 2010.

3. REVIEW OF OPERATIONS

During the year under Report the Sales of the Company were Rs. 3446.32 Lacs as compared to the Sales of Rs.3271.38 Lacs of the previous year. The Profit after Tax was Rs. 179.78 Lacs as compared to the Profit after Tax of Rs. 162.19 Lacs of the previous year.

4. AWARDS/ACHIEVEMENTS

Your Company has been awarded CorpExcel - National mSME Excellence Awards- 2008 under Medium Enterprises category conducted by Corporation Bank - the Bankers of the Company. The said Award was presented to the Company at the benign hands of Mr. Pranab Mukherjee Honble Union Finance Minister Government of India on 30th December, 2009 at New Delhi, and also in the presence of Mr. Namo Narain Meena - Minister of State for Finance.

Recently Mr. Hukmichand Chordia - Chairman of your Company has been honoured by an Award for Excellence in Trade - 2010 (Adarsh Vyapari Puraskar) on Pune City and Pune District level by The Pune Merchants Chamber. He will receive the said Award in the presence of Mr. R. R. Patil Honble Home Minister and Mr. Ramesh Bagawe - Minister of State - Home Ministry, Government of Maharashtra on 12th August, 2010.

5. SUBSIDIARY COMPANY

As members are aware, during the previous Financial Year, the Company subscribed to/ acquired 24,99,980 Equity Shares of Rs. 10/- each amounting to Rs. 2,49,99,800/- in Western Agri Food Park Private Limited a SPV for execution of a Project of setting up of Mega Food Park, with the financial subsidy of Ministry of Food Processing, Government of India.

However some SPV Members communicated their inability to subscribe for their individual Equity Share to SPV in the near future, due to the then market and economic conditions. Hence the SPV Company could not go ahead with the Project, without there being the required Capital contribution from the SPV Members, as per the conditions of the Ministry of Food Processing, Government of India.

Therefore the SPV decided to withdrew from the Mega Food Park Project. As such the working of the SPV Company as of date is standstill.

The Statement pursuant to Section 212 of the Companies Act 1956 containing details of the said Subsidiary Company, forms part of this Annual Report.

6. ISSUE OF WARRANTS

As the Members of the Company are aware the Company had issued & allotted 24,00,000 Warrants at issue Price of Rs. 58.05/- per Warrant, with an Option to subscribe for one Equity Share of Rs. 10/- per Convertible Warrant.

All the Warrant holders did not exercise the option for subscription of Equity Shares. Hence the Company has forfeited the amount of Rs. 1.44 Crs. received from the Allottees as Warrant Application Money and has credited the same to the Capital Reserve Account.

7. AUDITORS

The present Auditors M/s Sunil Shah, Chartered Accountants will retire at the conclusion of the forth coming Annual General Meeting. They have expressed their willingness to continue for the current year. You are requested to reappoint them and fix their remuneration.

8. COMPLIANCE CERTIFICATE

Pursuant to the proviso to Sub-Section (1) of Section 383A of the companies Act, 1956 the Compliance Certificate issued by Shekhar Ghaptpande & Co. Company Secretaries is attached herewith.

9. DIRECTORS

Mr. Hiralal N. Lunkad, Director retires by rotation and being eligible offers himself for appointment.

Mr. Hukmichand Chordia was re-appointed as the Executive Chairman by the Shareholders of the Company in their Annual General Meeting held on 28th September, 2007 for a period of three years w.e.f. 1st August, 2007. Accordingly his term of appointment expired on 31st July, 2010. Mr. Hukmichand Chordia at present is running the age of 80 years, and has desired not to be re-appointed in any of the executive powers and post.

The Board of Directors, to get the benefit of his rich and varied experience in the Food Industry, has requested him to overall look after the Factory affairs of the Company at Shirwal and Kanchipuram, to which he has agreed. Necessary Resolution in this respect is recommended for your approval.

The Board of Directors in its Meeting held on 7th August, 2010 decided to revise the remuneration of Mr. Pradeep Chordia as the Managing Director of the Company. Necessary Resolution for the said revision is recommended for your approval.

10. PERSONNEL

Your Directors wish to place on record their appreciation of the contribution made by the Employees at all levels for the continued growth and prosperity of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) The Companys operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

B) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/operations. The Company has setup a Research and Development Center whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

C) Particulars relating to Foreign Exchange Earnings and outgo appear in the Notes forming part of the Annual Accounts.

12. DISCLOSURE UNDER SEBI CIRCULAR DATED 29th APRIL, 1988

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. and the Directors confirm that the necessary listing Fee of the Stock Exchange for the year 2010-2011 has been paid by the Company.

13. DEMATERIALISATION OF SHARES

As reported earlier the Equity Shares of the Company are dematerialized with effect from 21st June, 2001 and the ISIN No. allotted to the Company is INE975C01011.

The Members who have not yet availed Demat Facility are requested to avail the same immediately.

14. CORPORATE GOVERNANCE

The disclosure of Corporate Governance under Stock Exchange Listing Agreement is necessary for the Companies having paid up Share Capital of Rs.3/- Crores or more.

Since the paid up Share Capital of the Company is less than the said limit the disclosure under Corporate Governance is not applicable.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:-

a) that while preparing the Annual Accounts for the year ended 31st March 2010, the applicable accounting standers had been followed along with proper explanations relating to material departures.

b) 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 financial year and of the Profit of the Company for that year.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

16. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Companys Bankers viz. Corporation Bank, its valued Customers, Distributors, Suppliers, etc.

The Directors are also thankful to the officials of the Government of India, Government of Maharashtra and Tamil Nadu, Local Authorities for their continued help and timely assistance extended to the Company.

For Chordia Food Products Limited

Place : Pune Hukmichand S. Chordia

Date : 7th August, 2010 Chairman

 
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