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Directors Report of Chordia Food Products Ltd.
Mar 31, 2025
The Directors have pleasure in presenting the 43rd Annual Report together with the Audited Financial Statements of the Company for
the Financial Year ended 31st March, 2025.
1. FINANCIAL RESULTS
The Financial Results for the Financial Year ended 31st March, 2025 are briefly given below: -
(Amount in '' lakhs)
|
Particulars |
2024-2025 |
2023-2024 |
|
Revenue from Operations & Other Income |
315.11 |
323.03 |
|
Profit before Depreciation & Interest |
166.76 |
193.29 |
|
Less:- Depreciation |
88.73 |
84.47 |
|
Interest/Finance cost |
4.73 |
6.23 |
|
Profit before exceptional Item |
73.30 |
102.59 |
|
Profit before Tax |
73.30 |
102.59 |
|
Current Tax |
29.71 |
34.60 |
|
Deferred Tax |
(10.83) |
(11.76) |
|
Total Tax Expenses |
18.88 |
22.84 |
|
Profit after Taxation for the Year |
54.42 |
79.75 |
2. HIGHLIGHTS OF THE MAJOR EVENTS OCCURRED
DURING THE FINANCIAL YEAR UNDER REPORT
There were no major events that occurred during the
Financial Year under Report.
3. COMPANY''S AFFAIRS, PERFORMANCE AND
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Financial and Present Performance
During the Financial Year under review, the Revenue from
Operations of the Company was '' 314.73 Lakhs, as against
'' 322.73 Lakhs of the previous Financial Year which consists
of the income from Food Infrastructure Business.
The Company has earned a Profit after Tax of '' 54.42
Lakhs as against the Profit of '' 79.75 Lakhs in the previous
Financial Year.
Management Discussion and Analysis:
(a) Industry Structure, Developments, Opportunities
and Outlook :
The Company is having good Food Infrastructure
facilities which the Company can provide to the nearby
Food Industries. The Company intends to focus on the
maximum utilization of these Infrastructural facilities.
With the optimum use of the same, the Company would
be able to perform better in the years to come.
(b) Internal Control Systems and its Adequacy
The Company has adequate Internal Control Systems
to ensure operational efficiency, accuracy and
promptness in financial reporting and compliance of
various laws and regulations.
The internal control system is supported by the internal
audit process. An Internal Auditor has been appointed
for this purpose.
The Audit Committee of the Board reviews the Internal
Audit Reports and the adequacy and effectiveness of
internal controls periodically.
(c) Risks and concerns
The Company has formulated various policies and
procedures to face the risks and challenges affecting
the Business of the Company. The Company has a
Risk Management Policy in place and is being reviewed
regularly. Various risks such as financial risk arising out
of the operations, increased competition in the sectors/
areas of the Company, business conditions in the
markets and other risks have been identified and taken
into account while formulating policies.
The Directors get themselves trained and educated on
various risks factors. Periodic reviews are also being
taken to improve the same.
(d) Material developments in Human Resources /
Industrial Relations front, including number of
people employed
The main business of the Company is the revenue from
Cold Storage and Lease Rental Income. The Human
Resources requirement of the Company is very less.
The number of employees of the Company as on 31s*
March, 2025 is 17.
(e) Key financial ratios:
Details of significant changes, in Key Financial Ratios,
along with detailed explanation thereof has been given
in Note No. 35 under the head ''Financial Ratio'' of the
Financial Statements for FY 2024-2025.
4. TRANSFER TO RESERVES
The Board has decided to retain the entire amount of Profit
for the Financial Year 2024-2025 and not to transfer any
amount to General Reserve.
5. 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 2025.
6. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate
to management discussion and analysis, describing
the Company''s objectives, projections, estimates and
expectations, if any, may constitute âforward looking
statementsâ within the meaning of applicable laws and
regulations. Actual Results might differ materially from those
either expressed or implied.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMPs)
Appointment of Directors:
During the Financial Year under Report, Mr. Ravindra
Bhaskar Thatte [DIN: 03575000] was appointed as an
Additional Director of the Company in the Independent
Category by the Board of Directors w.e.f. 13th August, 2024.
The Shareholders of the Company in the Annual General
Meeting held on 23rd September, 2024 have resolved to
appoint him as the Independent Director of the Company,
not liable to retire by rotation, to hold office for a term of up
to 5 (Five) consecutive years form the date of his original
appointment by the Board of Directors i.e. for a period from
13th August, 2024 to 30th September, 2028.
Re-Appointment of Directors at the ensuing Annual
General Meeting
Mr. Sanjog Jain [DIN: 08339905], retires by rotation at the
ensuing Annual General Meeting and being eligible, offers
himself for re-appointment as a Director of the Company.
The necessary resolution for his reappointment as the
Director of the Company is proposed for the approval of the
Members in the ensuing Annual General Meeting.
Cessation:
During the financial year under Report there were no
Directors who have resigned/ceased to act as Directors of
the Company.
Other than that, there were no changes in the Directors of
the Company during the Financial Year under Report.
Changes in Key Managerial Personnel:
During the Financial Year under Report, there were no
changes in the KMP of the Company.
During the Current Financial Year i.e. 2025-2026, Mrs.
Asha Abhijit Korde resigned as the Company Secretary
and Compliance Officer of the Company w.e.f. 17th June,
2025. Thereafter, Mr. Vipul Ravindra Gujar was appointed
as the Company Secretary and Compliance Officer of the
Company w.e.f. 17th June, 2025.
8. PUBLIC DEPOSITS
During the Financial Year 2024-2025, your Company has
not accepted any deposit within the meaning of Sections 73
and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.
The Central Government Ministry of Corporate Affairs vide
notification dated 22nd January, 2019 read with further
notification dated 30th April, 2019 required the Companies
to file return of Deposits or Particulars of Transactions not
considered as Deposit. The Company has complied with the
said notification.
9. LISTING FEES
The Annual Listing Fees for the Financial Year 2024-2025
have been paid to BSE Limited, where your Company''s
Shares are listed.
10. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND
ASSOCIATE COMPANIES
As on 31st March, 2025 the Company does not have any
Holding Company, Subsidiary Company and Associate
Company.
11. ANNUAL RETURN
Pursuant to provisions of Section 134 read with Section 92
of the Companies Act, 2013, as amended; copies of Annual
Returns filed with the MCA are available at the website of
the Company viz. www.chordiafoods.com and the Annual
Return for the Financial Year 2024-2025 is available on the
website of the Company and the same will be uploaded on
MCA after the conclusion of AGM.
12. CHANGE IN SHARE CAPITAL OF THE COMPANY
The Paid-up Equity Share Capital of the Company as on 31s*
March, 2025 was '' 4,02,82,520/- comprising of 40,28,252
Equity Shares of '' 10/- each. The Company does not have
any shares with differential Voting Rights or Stock Options
or Sweat Equity Shares.
During the Financial Year under Report, there were no
changes in the Authorised Share Capital and Issued,
Subscribed & Paid-up Share Capital of the Company.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
AND GENERAL MEETING
During the Financial Year 2024-2025, Seven (7) Board
Meetings, Five (5) Audit Committee Meetings, One (1)
Nomination and Remuneration Committee meeting, Five (5)
Stakeholders Relationship Committee meetings and One
(1) General Meeting were convened and held. In addition
to that, One (1) separate Independent Directors meeting
was convened and held. The meeting of Independent
Directors was held on 31 st March, 2025. The details of the
said Meetings held are given in the Corporate Governance
Report.
The intervening gap between the Meetings was within
the period prescribed under Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
14. DIRECTOR''S RESPONSIBILITY STATEMENT
Directors'' Responsibility Statement prepared pursuant to the
provisions of Section 134(5) of the Companies Act, 2013, is
furnished below as required under Section 134(3)(c).
Directors state that:-
a) In the preparation of the Annual Accounts for the
Financial Year ended 31st March, 2025 the applicable
Accounting Standards have been followed and there
were no material departures;
b) Accounting Policies as mentioned in Part-B to the
Financial Accounts have been selected and applied
consistently. Further judgments and estimates have
been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at 31st March, 2025 and of the Profit of the
Company for the Financial Year ended on that date;
c) Proper and sufficient care has been taken 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 Annual Financial Statements have been prepared
on a going concern basis;
e) Proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively; and
f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place and were
adequate and operating effectively.
15. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given Declarations under
Section 149(7) of the Companies Act, 2013, that they
meet the criteria of Independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
16. AUDITORS AND AUDITORS'' REPORT
A. Statutory Auditors:
In the Annual General Meeting held on 28th September,
2022, Mr. Sunil Shah, Chartered Accountant, having
membership No. 037483 and Peer Review Certificate
No.: 015422 was appointed as the Statutory Auditor of
the Company, for a period of 5 (Five) Years i.e. upto
the conclusion of the Annual General Meeting of the
Company to be held in the year 2027 for the adoption of
Accounts for the FY ended 31 st March, 2027.
The Auditors Report to the Shareholders for the
Financial Year under review does not contain any
qualification, adverse remarks or disclaimers on the
Financial Statements of the Company.
No frauds have been reported by the Auditors under
Section 143(12) of the Companies Act, 2013 requiring
disclosure in Board''s Report.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Company has
appointed Ghatpande & Ghatpande Associates,
Practising Company Secretaries having FRN No:
P2019MH0772200 and Peer Review No.: 4537/2023
to conduct the Secretarial Audit of the Company for
the Financial Year 2024-2025.
The Secretarial Audit Report is annexed herewith as
Annexure- I to this Report.
No Qualifications, adverse remarks or disclaimers are
contained in the Secretarial Audit Report.
Pursuant to the amended SEBI LODR Regulations,
2015 which came into force w.e.f. 13th December, 2024
and on the recommendation of the Audit Committee, the
Board of Directors of the Company has recommended
the appointment of M/s. Ghatpande & Ghatpande
Associates, Practising Company Secretaries (having
FRN: P2019MH077200 and Peer Review No.
4537/2023) as the Secretarial Auditors of the Company
for a term of 5 (Five) consecutive years commencing
from 1st April, 2025 to hold office up to 31s* March, 2030.
Necessary Resolution for the said appointment is
proposed at Item No. 4 of the Notice convening the
Annual General Meeting.
C. Internal Auditor:
Mr. Nisarg Shah, Chartered Accountant was appointed
as an Internal Auditor of the Company as per the
provisions of Section 138 of the Companies Act, 2013
for the Financial Year 2024-2025.
He has conducted Internal Audits periodically and
submitted his reports to the Audit Committee. His
Reports have been reviewed by the Statutory Auditors
and the Audit Committee.
D. Cost Audit:
For the Financial Year under report the appointment
of Cost Auditor and obtaining their Report was not
applicable to the Company.
17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186
The Details of Loans, Guarantees and Investments
under Section 186 of the Companies Act, 2013 read with
Companies (Meeting of Board and its Powers) Rules, 2014
are as follows:
a) The Loans and Advances given by the Company
pursuant to the provisions of Section 185 & 186 of the
Companies Act, are well within the limits prescribed
therefor.
b) There are no Guarantees given by Company in
accordance with Section 186 of the Companies Act,
2013 read with Rules issued there under.
c) Details of Investments in Shares made by the Company
as on 31st March, 2025 (including Investments made in
the previous years) in quoted and unquoted Shares are
as under:-
|
(Amt. in '' Lakhs) |
|||
|
Sr. No. |
Name of Entity |
Amount as |
Amount as |
|
A |
Quoted |
NIL |
NIL |
|
B |
Unquoted |
||
|
1 |
1,000 Shares of |
0.50 |
0.50 |
|
2 |
17,310 Shares of |
17.31 |
17.31 |
|
TOTAL: |
17.81 |
17.81 |
|
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED IN SUB SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 134 of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules
2014, the Particulars of Contracts or Arrangements entered
into by the Company with Related Parties have been done
at Arm''s Length and are in the ordinary course of business.
The Policy on Related Party Transactions is available at the
website of the Company and the link for the same is https://
chordiafoods.com/wp-content/uploads/2021/04/RELATED-
PARTY-TRANSACTIONS-POLICY.pdf
The Particulars of the transactions so entered with Related
Parties have been provided in Form No. AOC - 2 attached
herewith as Annexure II.
19. MATERIAL CHANGES AND COMMITMENTS BETWEEN
THE DATE OF THE BALANCE SHEET AND THE DATE
OF REPORT AND SIGNIFICANT/MATERIAL ORDERS
PASSED BY THE REGULATORS.
Changes in KMPs
As reported earlier, during the Current Financial Year
i.e. 2025-2026, Mrs. Asha Abhijit Korde resigned as the
Company Secretary and Compliance Officer of the Company
w.e.f. 17th June, 2025. Thereafter, Mr. Vipul Ravindra Gujar
was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f. 17th June, 2025.
Reclassification of Promoter/Promoter Group
Shareholders
As you are aware there were two groups of Promoters viz.,
PHC Group and RHC Group earlier to the Demerger of Food
Division of the Company into Aveer Foods Limited. On the
said Demerger, RHC Group shareholders transferred their
entire stake in the Company to PHC Group shareholders and
as such, they were not holding any shares in the Company.
Pursuant to the Order of Hon''ble NCLT, RHC Group was
reclassified from Promoter/Promoter Group Category to
Public Category. On an application made to BSE Ltd., BSE
has approved the said reclassification of RHC Group in
Public category vide its Approval Letter No. LIST/COMP/
HN/341/2025-26 dated 23rd July, 2025.
Accordingly, PHC Group shareholders are the only Promoter/
Promoter Group shareholders of the Company along with
Dr. Pravin Chordia, the brother of Mr. Pradeep Chordia.
Other than that, there have been no material changes and
commitments affecting the financial position of the Company
and there were no significant/material Orders passed by the
regulators.
20. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is as follows
A. Conservation of Energy and Technology Absorption
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 business of providing services in connection with
Food Infrastructure facilities.
B. Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings and Outgo during the Financial
Year was '' Nil.
21. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and
Remuneration Committee framed the policy for selection and
appointment of Directors, KMP''s and Senior Management
Personnel and their remuneration. The same is available on
Company''s website on the link https://chordiafoods.com/wp-
content/uploads/2021/04/REMUNERATION-POLICYpdf
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy)
Rules, 2014 in respect of CSR activities are not applicable
to the Company. The Company voluntarily also has not
undertaken any CSR activity.
23. BOARD EVALUATION
Pursuant to the provisions of the Section 134 (3) (p) of the
Companies Act, 2013, Rules there under and Regulation
17 (10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 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 and Remuneration and
other statutory committees. Performance evaluation has
been carried out as per the Nomination and Remuneration
Policy available on the Website of the Company.
24. CHANGE IN THE NATURE OF BUSINESS, IF ANY.
There is no change in the nature of Business of the Company
during the financial year under Report.
25. COMPOSITION OF COMMITTEES
The Company has constituted Audit Committee, Nomination
and Remuneration Committee and Stakeholders
Relationship Committee under the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The same are
duly constituted and the details of the same are given in the
Corporate Governance Report annexed to this Report.
26. PARTICULARS OF EMPLOYEES
Particulars of Employees and information pursuant to
Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure III.
27. CASH FLOW
The Cash Flow Statement for the Financial Year ended 31st
March, 2025 is attached to the Financial Statements.
28. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]
The Company at present is engaged in the Business of
providing Infrastructure facilities mainly for Food Industry.
The Company is committed to doing business in a
responsible and sustainable manner with the highest
standards of integrity. The Company is focused on achieving
the ESG causes with initiatives like responsible usage of
energy & water, control of pollution, effective plastic and
paper waste management, protection of human rights and
employee''s rights, engagement with the stakeholders, and
social welfare.
The Company in its course of Business undertakes the
best Corporate Practices and strongly believes in complete
transparency to its stakeholders.
29. CORPORATE GOVERNANCE
At present the Company is not fulfilling the two criteria''s of
Equity Share Capital and Net Worth after Demerger of Food
Division into Aveer Foods Limited and as such, the Corporate
Governance provisions are actually not applicable to the
Company. However, as per second proviso to Regulation
15(2)(a) of the LODR, the Companies to which the provisions
of Corporate Governance were applicable shall continue to
remain applicable for a period of three consecutive financial
years. Accordingly, the Corporate Governance Report is
furnished and is attached as Annexure IV.
A Certificate of the CEO/Managing Director and CFO of
the Company in terms of Listing Regulations, inter-alia,
confirming the correctness of the Financial Statements and
Cash Flow Statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee,
are a part of this Annual Report.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
During the Financial Year under Report the Company has
in place Anti-sexual Harassment Policy and also complied
with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and constituted an ''Internal Complaints Committee'' to ensure
protection against sexual harassment of women at workplace
and for the prevention and redressal of complaints of sexual
harassment at all the administrative units and offices. During
the Financial Year under Report, there was no instance of
Sexual Harassment of Women at Workplace. The same is
detailed in the table below:
|
Number of complaints filed during F.Y 2024-2025 |
NIL |
|
Number of complaints disposed of during F.Y. 2024- |
NIL |
|
2025 |
|
|
Number of complaints pending for more than 90 |
NA |
|
days |
31. COMPLIANCE WITH THE PROVISIONS OF THE
MATERNITY BENEFIT ACT, 1961
The Board of Directors of the Company do hereby confirm
and declare that the Company is in compliance with the
provisions of the Maternity Benefit Act, 1961, and that the
maternity leave benefits, workplace facilities and related
provisions are duly followed.
32. SECRETARIAL STANDARDS
During the Financial Year under Report, the Company has
complied with all applicable mandatory Secretarial Standards
issued by Institute of Company Secretaries of India, and
approved by the Central Government u/s 118(10) of the
Companies Act, 2013.
33. STATEMENT REGARDING INDEPENDENT DIRECTORS
The Board of Directors is of the opinion that the Independent
Directors including the Independent Director appointed during
the financial year holds the highest standards of integrity
and possess necessary expertise and experience including
proficiency in the field in which the Company operates.
34. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 [IBC]
There is no application made by the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC]
nor there are any proceeding pending under IBC.
35. DETAILS OF VALUATION DONE BY THE COMPANY
IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES
(ACCOUNTS) RULES, 2014
This Clause is Not Applicable to the Company.
36. DEMATERIALISATION OF EQUITY SHARES
The Company has obtained ISIN from both NSDL and
CDSL Depositories and the same is INE975C01011. As
on 31st March, 2025 the shareholders holding 37,60,021
Equity Shares i.e. 93.34% of the Capital have already
Dematerialized their shareholding. The shareholders who
still hold shares in physical form are once again requested
to get their shares dematerialized. Meanwhile, as per SEBI
Circular No. SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/73 dated
20th April, 2018 the Shareholders holding Shares in Physical
Form are required to submit their copies of PAN Card and
Bank Account details to the Registrar & Share Transfer
Agents - Satellite Corporate Services Private Limited at the
earliest. Please note that no transfer of Shares is allowed in
Physical Form.
37. APPRECIATION
Your Directors wish to place on record their sincere
appreciation of the continued support from the Company''s
Shareholders, Bankers, valued Customers, Distributors and
Suppliers of the Company.
The Directors are also thankful to the officials of the
Government of India, State Governments, Local Authorities
for their continued help and timely assistance extended to
the Company.
By Order of the Board of Directors
For Chordia Food Products Limited
Pradeep Chordia
Place: - Pune Chairman & Managing Director
Date: 14th August, 2025 [DIN: 00389681]
Mar 31, 2024
The Directors have pleasure in presenting the 42nd Annual Report
together with the Audited Statement of Accounts of the Company
for the Financial Year ended 31st March, 2024.
1. HIGHLIGHTS OF THE MAJOR EVENTS OCCURRED
DURING THE FINANCIAL YEAR UNDER REPORT:
a) Pursuant to Clause 9.10 of the Scheme of Demerger
duly approved by Hon''ble NCLT, Mumbai Bench
vide its Order dated 1st July, 2022 the entire holding
of shareholders of Mr. Rajkumar Chordia family
(RHC Group) as mentioned in the said clause was
required to be transferred to the shareholders of
PHC Group. Accordingly, RHC Group transferred
their shares to Mr. Pradeep Chordia Family (PHC
Group) as an Inter Se Transfer amongst Promoters.
Post Inter-se transfer of shares in the Company, the
holding of the Promoters of PHC Group became
71.82% and that of RHC Group became Nil.
b) The Company has made an application to BSE Ltd.,
for Reclassification of RHC Group Shareholders
from Promoter/Promoter Group Category to Public
Category pursuant to Clause 9.12 of the Scheme
of Demerger duly approved by Hon''ble NCLT,
Mumbai Bench vide its Order dated 1 st July, 2022.
The said application is still under the consideration
of BSE Ltd.
c) Dr. Pravin Chordia, the member of Promoter/
Promoter Group has voluntarily applied to the
Company for his reclassification from Promoter/
Promoter Group category shareholder to Public
Category shareholder as he is not holding any
substantial shares and is not involved in the day to
day Business Affairs of the Company. Accordingly,
the Company has made an application to BSE
Ltd., for Reclassification of Dr. Pravin Chordia
from Promoter/Promoter Group Category to Public
Category. The said application is still under the
consideration of BSE Ltd.
d) The total 1,866 Equity Shares held by the deceased
Promoter Shareholders viz. Late Mrs. Kamalabai
Hukmichand Chordia and Late Mr. Hukmichand
Chordia (933 Equity Shares each) were transmitted
in favor of Mr. Pradeep Hukmichand Chordia.
2. FINANCIAL RESULTS
The Standalone Financial Results for the Financial Year ended 31st March, 2024 are briefly given below: -
('' in Lakhs)
|
Particulars |
2023-2024 |
2022-2023 |
|
Revenue from Operations & Other Income |
323.03 |
288.79 |
|
Profit before Depreciation & Interest |
193.29 |
130.04 |
|
Less:- Depreciation |
84.47 |
88.79 |
|
Interest/Finance cost |
6.23 |
15.78 |
|
Profit before exceptional Item |
102.59 |
25.47 |
|
Profit before Tax |
102.59 |
25.47 |
|
Current Tax |
34.60 |
16.78 |
|
Deferred Tax |
(11.76) |
(10.39) |
|
Total Tax Expenses |
22.84 |
6.39 |
|
Profit after Taxation for the Year |
79.75 |
19.08 |
3. COMPANY''S AFFAIRS, PERFORMANCE AND
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Financial and Present Performance
During the Financial Year under review, the Revenue from
Operations of the Company was ''. 322.73 Lakhs, as against
'' 285.78 Lakh of the previous Financial Year which consists
of the income from Food Infrastructure Business.
The Company has earned a Profit after Tax of '' 79.75 Lakh
as against the Profit of '' 19.08 Lakh in the previous Financial
Year.
Industry Structure, Development, Opportunities and
Outlook
The Company is having good Food Infrastructure facilities
which the Company can provide to the nearby Food
Industries. The Company intends to focus on the maximum
utilization of these Infrastructural facilities. With the optimum
use of the same, the Company would be able to perform
better in the years to come.
4. KEY FINANCIAL RATIOS:
Details of significant changes, in Key Financial Ratios,
along with detailed explanation thereof has been given in
Note No. 34 under the head ''Financial Ratio'' of the Financial
Statements for FY 2023-2024.
5. TRANSFER TO RESERVES
The Board has decided to retain the entire amount of Profit
for the Financial Year 2023-2024 and not to transfer any
amount to General Reserve.
6. 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 31s*
March 2024.
7. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate
to management discussion and analysis, describing
the Company''s objectives, projections, estimates and
expectations, if any, may constitute âforward looking
statementsâ within the meaning of applicable laws and
regulations. Actual Results might differ materially from those
either expressed or implied.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMPs)
During the financial year under report, Mrs. Nanda Babar
resigned as Chief Financial Officer (CFO) of the Company
w.e.f. 25th April, 2023 and Ms. Rupali Darwatkar who was
appointed in her place as CFO also resigned as CFO
w.e.f. 4th October, 2023. Thereafter, Mrs. Sharvari Sandesh
Kadam was appointed as CFO of the Company w.e.f. 4th
October, 2023.
There were no changes in the Directors of the Company
during the Financial Year under Report. During the current
Financial Year i.e. 2024-2025, Mr. Ravindra Bhaskar Thatte
was appointed as an Additional Director of the Company in
the Independent Category by the Board of Directors w.e.f.
13th August, 2024. Necessary Resolution for the ratification
of his appointment is recommended for your approval.
9. PUBLIC DEPOSITS
During the Financial Year 2023-2024, your Company has
not accepted any deposit within the meaning of Sections 73
and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.
The Central Government Ministry of Corporate Affairs vide
notification dated 22nd January, 2019 read with further
notification dated 30th April, 2019 required the Companies
to file return of Deposits or Particulars of Transactions not
considered as Deposit. The Company has complied with the
said notification.
10. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Company has adequate Internal Control Systems to
ensure operational efficiency, accuracy and promptness
in financial reporting and compliance of various laws and
regulations.
The internal control system is supported by the internal audit
process. An Internal Auditor has been appointed for this
purpose.
The Audit Committee of the Board reviews the Internal
Audit Report and the adequacy and effectiveness of internal
controls periodically.
11. LISTING FEES
The Annual Listing Fees for the Financial Year 2023-2024
as well as for the Financial Year 2024-2025 have been paid
to BSE Limited, where your Company''s Shares are listed.
12. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND
ASSOCIATE COMPANIES
As on 31st March, 2024 the Company does not have any
Holding Company, Subsidiary Company and Associate
Company.
13. ANNUAL RETURN
Pursuant to provisions of Section 134 read with Section 92
of the Companies Act, 2013, as amended; copies of Annual
Returns filed with the MCA are available at the website of
the Company viz. www.chordiafoods.com and the Annual
Return for the Financial Year 2023-2024 will be uploaded at
the website of the Company after filing the same with MCA.
14. CHANGE IN SHARE CAPITAL OF THE COMPANY
The Paid-up Equity Share Capital of the Company as on 31st
March, 2024 was '' 4,02,82,520/- comprising of 40,28,252
Equity Shares of '' 10/- each. The Company does not have
any shares with differential Voting Rights or Stock Options
or Sweat Equity Shares.
During the Financial Year under Report, there were no
changes in the Authorised Share Capital and Issued,
Subscribed & Paid-up Share Capital of the Company.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
AND GENERAL MEETING
During the Financial Year 2023-2024, Seven (7) Board
Meetings, Four (4) Audit Committee Meetings, Two (2)
Nomination and Remuneration Committee meetings, Seven
(7) Stakeholders Relationship Committee meetings and One
(1) General Meeting were convened and held. In addition
to that, One (1) separate Independent Directors meeting
was convened and held. The meeting of Independent
Directors was held on 30th March 2024. The details of the
said Meetings held are given in the Corporate Governance
Report.
The intervening gap between the Meetings was within
the period prescribed under Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
16. DIRECTOR''S RESPONSIBILITY STATEMENT
Directors'' Responsibility Statement prepared pursuant to the
provisions of Section 134(5) of the Companies Act, 2013, is
furnished below as required under Section 134(3)(c).
Directors state that:-
a) In the preparation of the Annual Accounts for the
Financial Year ended 31st March, 2024 the applicable
Accounting Standards have been followed and there
were no material departures;
b) Accounting Policies as mentioned in Part-B to the
Financial Accounts have been selected and applied
consistently. Further judgments and estimates have
been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at 31st March, 2024 and of the Profit of
the Company for the Financial Year ended on that date;
c) Proper and sufficient care has been taken 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 Annual Financial Statements have been prepared
on a going concern basis;
e) Proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively; and
f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place and were
adequate and operating effectively.
17. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given Declarations under
Section 149(7) of the Companies Act, 2013, that they
meet the criteria of Independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
18. AUDITORS AND AUDITORS'' REPORT
A. Internal Auditor:
Mr. Nisarg Shah, Chartered Accountant was appointed
as an Internal Auditor of the Company as per the
provisions of Section 138 of the Companies Act, 2013
for the Financial Year 2023-2024.
He has conducted Internal Audits periodically and
submitted his reports to the Audit Committee. His
Reports have been reviewed by the Statutory Auditors
and the Audit Committee.
B. Statutory Auditors:
In the Annual General Meeting held on 28th September,
2022, Mr. Sunil Shah, Chartered Accountant, having
membership No. 037483 and Peer Review Certificate
No.: 015422 was appointed as the Statutory Auditor of
the Company, for a period of 5 (Five) Years i.e. upto
the conclusion of the Annual General Meeting of the
Company to be held in the year 2027 for the adoption of
Accounts for the FY ended 31 st March, 2027.
The Auditors Report to the Shareholders for the
Financial Year under review does not contain any
qualification, adverse remarks or disclaimers on the
Financial Statements of the Company.
No frauds have been reported by the Auditors under
Section 143(12) of the Companies Act, 2013 requiring
disclosure in Board''s Report.
C. Secretarial Audit:
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Company has
appointed Ghatpande & Ghatpande Associates,
Practicing Company Secretaries having FRN No:
P2019MH0772200 and Peer Review No.: 4537/2023
to conduct the Secretarial Audit of your Company for
the FY 2023-2024.
The Secretarial Audit Report is annexed herewith as
Annexure- I to this Report which is qualified by the
Secretarial Auditors on following point: -
i. As per the provisions of Regulation 3(5) and/or
Reg. 3(6) of SEBI (Prohibition of Insider Trading)
Regulations, 2015 the Company was required to
install a designated Structured Digital Database
(SDD) Software to capture Unpublished Price
Sensitive Information (UPSI). The Company
installed the said Software on 19th June, 2023 and
till that time, BSE put the remark on BSE Portal
as the Company being the ''SDD Non-Compliant''.
However, the Company has complied with the
same and BSE has removed the said remark from
its Portal during the FY 2023-2024.
The Company has since complied with the same and the
particulars of compliance have been informed to BSE
Ltd., and there is no continuing default in the matter.
D. Cost Audit:
For the Financial Year under report the appointment
of Cost Auditor and obtaining their Report was not
applicable to the Company.
19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186
The Details of Loans, Guarantees and Investments
under Section 186 of the Companies Act, 2013 read with
Companies (Meeting of Board and its Powers) Rules, 2014
are as follows:
a) During the Financial Year under report the Company
has not given any Loan or any Advances in the nature
of Loans to any of the Bodies Corporate under Section
186 of the Act.
b) There are no Guarantees given by Company in
accordance with Section 186 of the Companies Act,
2013 read with Rules issued there under.
c) Details of Investments in Shares made by the Company
as on 31s* March, 2024 (including Investments made in
the previous years) in quoted and unquoted Shares are
as under:-
|
(Amt. in '' Lakhs) |
||
|
Name of Entity |
Amount as |
Amount as |
|
A Quoted |
NIL |
NIL |
|
B Unquoted |
||
|
1 1,000 Shares of |
0.50 |
0.50 |
|
2 17,310 Shares of |
17.31 |
|
|
TOTAL: |
17.81 |
0.50 |
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED IN SUB SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 134 of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules
2014, the Particulars of contracts of Arrangements entered
into by the Company with Related Parties have been done
at Arm''s Length and are in the ordinary course of business.
The Policy on Related Party Transactions is available at the
website of the Company and the link for the same is ''https://
chordiafoods.com/wp-content/uploads/2021/04/RELATED-
PARTY-TRANSACTIONS-POLICY.pdf
The Particulars of the transactions so entered with Related
Parties have been provided in Form No. AOC - 2 attached
herewith as Annexure II.
21. MATERIAL CHANGES AND COMMITMENTS BETWEEN
THE DATE OF THE BALANCE SHEET AND THE DATE
OF REPORT AND SIGNIFICANT/MATERIAL ORDERS
PASSED BY THE REGULATORS.
There have been no material changes and commitments
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 this report.
22. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information on Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is as follows
A. Conservation of Energy and Technology Absorption:
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 business of providing services in connection with
Food Infrastructure facilities.
B. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings and Outgo during the Financial
Year was '' Nil
23. RISK MANAGEMENT POLICY
The Company has formulated various policies and
procedures to face the risks and challenges affecting
the Business of the Company. The Company has a
Risk Management Policy in place and is being reviewed
regularly. Various risks such as financial risk arising out of
the operations, increased competition in the sectors/areas
of the Company, business conditions in the markets and
other risks have been identified and taken into account while
formulating policies. The Directors get themselves trained
and educated on various risks factors. Periodic reviews are
also being taken to improve the same.
24. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and
Remuneration Committee framed the policy for selection and
appointment of Directors, KMP''s and Senior Management
Personnel and their remuneration. The same is available on
Company''s website on the link https://chordiafoods.com/wp-
content/uploads/2021/04/REMUNERATION-POLICYpdf.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy)
Rules, 2014 in respect of CSR activities are not applicable
to the Company. The Company voluntarily also has not
undertaken any CSR activity.
26. BOARD EVALUATION
Pursuant to the provisions of the Section 134 (3) (p) of the
Companies Act, 2013, Rules there under and Regulation
17 (10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 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 and Remuneration and
other statutory committees. Performance evaluation has
been carried out as per the Nomination and Remuneration
Policy available on the Website of the Company.
27. CHANGE IN THE NATURE OF BUSINESS, IF ANY.
There is no change in the nature of Business of the Company
during the financial year under Report.
28. DIRECTORS PROPOSED TO BE RE-APPOINTED AT
THE ENSUING ANNUAL GENERAL MEETING
Mr. Pradeep Chordia [DIN: 00389681], retires by rotation
at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment as a Director of the
Company.
The necessary resolution for his reappointment as the
Director of the Company is proposed for the approval of the
Members in the ensuing Annual General Meeting.
29. COMPOSITION OF COMMITTEES
The Company has constituted Audit Committee, Nomination
and Remuneration Committee and Stakeholders
Relationship Committee under the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The same are
duly constituted and the details of the same are given in the
Corporate Governance Report annexed to this Report.
30. PARTICULARS OF EMPLOYEES
Particulars of Employees and information pursuant to
Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure III.
31. SIGNIFICANT ORDERS PASSED BY REGULATORS,
COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY''S OPERATIONS
There are no significant and material orders passed by
the Regulators or Courts or Tribunals impacting the going
concern status and Company''s operations in future.
32. CASH FLOW
The Cash Flow Statement for the Financial Year ended 31st
March, 2024 is attached to the Financial Statements.
33. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]
The Company at present is engaged in the Business of
providing Infrastructure facilities mainly for Food Industry.
The Company is committed to doing business in a
responsible and sustainable manner with the highest
standards of integrity. The Company is focused on achieving
the ESG causes with initiatives like responsible usage of
energy & water, control of pollution, effective plastic and
paper waste management, protection of human rights and
employee''s rights, engagement with the stakeholders, and
social welfare.
The Company in its course of Business undertakes the
best Corporate practices and strongly believes in complete
transparency to its stakeholders.
34. CORPORATE GOVERNANCE
In terms of Regulation 34(3) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, a separate
report on Corporate Governance is provided together
with a Certificate from the Secretarial Auditors of the
Company regarding compliance of conditions of Corporate
Governance as stipulated under Listing Regulations. The
same is attached herewith as Annexure - IV. A Certificate
of the CEO/Managing Director and CFO of the Company
in terms of Listing Regulations, inter-alia, confirming the
correctness of the Financial Statements and Cash Flow
Statements, adequacy of the internal control measures and
reporting of matters to the Audit Committee, are part of this
Annual Report.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
During the Financial Year under Report the Company has
in place Anti-sexual Harassment Policy and also complied
with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and constituted an ''Internal Complaints Committee'' to ensure
protection against sexual harassment of women at workplace
and for the prevention and redressal of complaints of sexual
harassment at all the administrative units and offices. During
the Financial Year under Report, there was no instance of
Sexual Harassment of Women at Workplace.
36. SECRETARIAL STANDARDS
During the Financial Year under Report, the Company
has complied with all applicable mandatory Secretarial
Standards issued by Institute of Company Secretaries of
India, and approved by the Central Government u/s 118(10)
of the Companies Act, 2013.
37. STATEMENT REGARDING INDEPENDENT DIRECTORS
The Board of Directors is of the opinion that the Independent
Directors including the Independent Director appointed during
the financial year holds the highest standards of integrity
and possess necessary expertise and experience including
proficiency in the field in which the Company operates.
38. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
There is no application made by the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC]
nor there are any proceeding pending under IBC.
39. DETAILS OF VALUATION DONE BY THE COMPANY
IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES
(ACCOUNTS) RULES, 2014
This Clause is Not Applicable to the Company.
40. DEMATERIALISATION OF EQUITY SHARES
As per SEBI Circular No. SEBI/HO/MIRSD/DOP1/
CIR/P/2018/73 dated 20th April, 2018 the Shareholders
holding Shares in Physical Form are required to submit
their copies of PAN Card and Bank Account details. The
Shareholders holding the Shares in Physical Form are
requested if not already done, to forward the same to the
Registrar & Share Transfer Agents - Satellite Corporate
Services Private Limited at the earliest. Please note that no
transfer of Shares is allowed in Physical Form.
41. APPRECIATION
Your Directors wish to place on record their sincere
appreciation of the continued support from the Company''s
Shareholders, Bankers, valued Customers, Distributors and
Suppliers of the Company.
The Directors are also thankful to the officials of the
Government of India, State Governments, Local Authorities
for their continued help and timely assistance extended to
the Company.
By Order of the Board of Directors
For Chordia Food Products Limited
Pradeep Chordia
Place: - Pune Chairman & Managing Director
Date: 13th August, 2024 [DIN: 00389681]
Mar 31, 2018
To,
The Members,
The Directors have pleasure in presenting the 36th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2018.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March, 2018 are briefly given below:-
|
Particulars |
2017-18 (Rs.) |
2016-2017 (Rs.) |
|
Sales & Other Income |
46,57,11,080 |
51,94,23,465 |
|
Profit before Depreciation & Interest |
3,36,96,696 |
1,96,62,693 |
|
Less:- Depreciation |
1,36,84,000 |
1,28,95,000 |
|
Interest/Finance cost |
1,04,33,619 |
1,39,90,830 |
|
Profit before exceptional Item |
95,79,077 |
(72,23,137) |
|
Add; Exceptional Items |
- |
- |
|
Add: Extra Ordinary Item of Income |
- |
- |
|
Profit before Tax |
95,79,077 |
(72,23,137) |
|
Less: Provision for Taxation |
22,70,000 |
- |
|
Profit after Taxation for the Year |
73,09,077 |
(72,23,137) |
2. COMPANYâS AFFAIRS PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Financial and Present Performance
During the year under review the Revenue from Operations of the Company was Rs. 4657.11 lakh as against Rs. 5194.23 lakh of the previous year. The Company has earned a profit of Rs. 73.09 lakh, after carrying depreciation, interest and tax as against the loss ofRs. 72.23 lakh of the previous year.
Industry Structure, Development, Opportunities and Outlook
The Company is mainly engaged in the food processing Industry which is showing remarkable growth. The Governments both Central and State are focusing on development of preservation of Agro Products and the main thrust is for processing of more and more agro cultivation.
The main revenue of the Company is from Products like Pickles and Ketchups. The said products are not the staple items in the Indian food habits and thus are low growth oriented.
The Company is diversifying their activities by coming out with some unique instant food items which are non seasonal in nature, which would contribute to the better performance.
Recently during the current yearthe Company has introduced few more unique food items i.e. Date and Tamarind Chutney, Delhi Chat, Green Chutney, Panipuri Chutney, Samosa Chutney, Tamarind Chutney, Bhel Puri Chutney and new advanced variety of ketchups i.e Pravin Tomato Ketchup, Pravin NONG Ketchup, Pravin Hot & Sweet Ketchup. The said products are highly qualitative and the Directors are confident that it would be well accepted in the market.
With the long standing in the food industry and having its own Research and Development department and the full fledged Laboratory and Quality Control force in place, your Directors are confident that the Company can develop further new food products.
3. TRANSFER TO RESERVES
Your Company has not proposed to transfer any amount to the General Reserve. An Amount of ^73,09,077 /-is proposed to be retained in the Statement of Profit and Loss Account.
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 31** March 2018.
5. COMPOSITE SCHEME OF ARRANGEMENT OF AMALGAMATION AND DE-MERGER:
The Composite Scheme of Arrangement between Chordia Food Park and Properties Limited(De-merged Company) Pravin Foods Private Limited (Transferor Company) and Chordia Food Products Limited (Transferee Company) and their respective shareholders under Section 230 to 232 of Companies Act, 2013 was sanctioned by Honâble National Company Law Tribunal Mumbai Bench in the final hearing held on 27th July, 2018. The Certified copy of order is awaited.
The said Composite Scheme become operative retrospectively with effect from 1*â April, 2016. (The Appointed Date).
6. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to management discussion and analysis, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual Results might differ materially from those either expressed or implied.
7. DIRECTORS
In accordance with provisions of Section 152 of Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Bapu Gavhane [DIN: 00386217], retires by rotation at forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.
Necessary resolution for appointment of Mr. Bapu Gavhane as Director, is recommended for your approval.
Mr. Vijaykumar Kankaliya, Dr. Ajit Mandlecha, Mrs. Zalak Shah are the Independent Directors of the Company and are not liable to retire by rotation.
Mr. Pradeep Chordia was appointed as the Managing Director of the Company for a period up to 30,h September, 2019 and he is not liable to retire by rotation.
8. PUBLIC DEPOSITS
During the financial year 2017-2018, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.
10. LISTING FEES
The annual listing fee for the year 2017-2018 as well as for the year 2018-2019 have been paid to BSE Limited, where your Companyâs shares are listed.
11. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
Company does not have any Holding Company, Subsidiary Company and Associate Company.
12. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure I to this Report.
13. NUMBER OF MEETINGS OF THE BOARD
During the year Five (5) Board Meetings were convened and held, including one separate Meeting of Independent Directors on 31*â March, 2018. The details of the said Meetings held are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. DIRECTORâS RESPONSIBILITY STATEMENT
Directorsâ Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013, is furnished below as required under Section 134(3)(c).
Directors state that:-
a) In the preparation of the Annual Accounts for the year ended 31*â March, 2018 the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;
b) Accounting Policies as mentioned in Part-B to the Financial Accounts have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31*â March, 2018 and of the Profit of the Company for the year ended on that date;
c) Proper and sufficient care has been taken forthe 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 Annual Accounts have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
15. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under Section 149(7)of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act, 2013and Regulation 16(1)(b)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. AU DITORS AN D AU DITORSâ REPORT
a) Internal Auditor
The Internal Auditor, ShashankAmin, CharteredAccountants, Pune have conducted internal audits periodically and submitted their reports to the Audit Committee. Their Reports have been reviewed by the Statutory Auditors and the Audit Committee.
b) Statutory Auditor:
At the Companyâs 35®â Annual General Meeting (AGM) held on 27th September, 2017 M/s Bharat Shah, Chartered Accountants were appointed as the Companyâs Statutory Auditor from the conclusion of the 35th Annual General Meeting till the conclusion of 40th Annual General Meeting to be held in the year 2022 subject to ratification of appointment in every Annual General Meeting.
Meanwhile with reference to the notification No. S. O 1833 (E) dated 7th May, 2018 the provision for Ratification of Appointment of Statutory Auditors at every Annual General Meeting was dispensed with.
Accordingly in terms of section 139(1) of the Companies Act, 2013, the necessary Resolution for ratification of their appointment as the Statutory Auditors to hold office from the conclusion of forthcoming Annual General Meeting till the conclusion of their term of Appointment i.e up to the Annual General meeting to be held in the year 2022 is placed for your approval.
The Auditors Report to the Shareholders for the year under review does not contain any qualification.
No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Boardâs Report.
c) Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shekhar Ghatpande & Co., Practicing Company Secretaries having Membership No FCS: 1659 CP:782 to conduct the Secretarial Audit of your Company for the Financial Year 2017-2018. The Secretarial Audit Report is annexed herewith as Annexure - II to this Report. The Secretarial Audit Report does not contain any major qualification, reservation or adverse remark.
d) Cost Audit:
For the Financial Year under Report the appointment of Cost Auditor and obtaining of their Report was not applicable to the Company.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Details of Loan, Guarantee and Investment under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows:
a) The Company has not advanced any amount in the nature of Loan to any other entity, however earlier the Company has paid an advance towards the purchase of Cold Storage to Chordia Food Park & Properties Ltd., the undertaking of which has since been de-merged & amalgamated with the Company.
b) There are no Guarantees issued by Company in accordance with Section 186 of the Companies Act, 2013 read with Rules issued there under.
c) Details of Investments In Equity Shares made by the Company as on 31** March, 2018 (Including Investments made In the previous years) In quoted and unquoted Shares are as under: -
|
Name of Entity |
Amount as at 31 March, 2018 (Rs.) |
|
1. Unquoted |
|
|
(a) 1,000 Shares of Rupee Co-op. Bank Ltd. ofRs. 50/- each |
50,000/- |
|
TOTAL: |
50,000/- |
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, the Particulars of contracts of Arrangements entered into by the Company with Related Parties have been done at Armâs Length and are in the ordinary course of business and such the Provisions of Section 188 of the Companies Act, 2013 are not applicable for such transactions.
The Particulars of the transactions so entered in to with Related Parties have been provided in Form No. AOC -2 attached herewith as Annexure III.
As an abundant precaution the approval of Shareholders under Section 188 of the Companies Act, 2013 has also been recommended for your approval for the Financial Years 2019-2020 onwards.
19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT AND SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
As reported earlier the Company has received an Order on 27th July, 2018 from Honâble National Company Law Tribunal Mumbai Bench on Scheme of Arrangement between Chordia Food Park and Properties Limited(De-merged Company) Pravin Foods Private Limited (Transferor Company) and Chordia Food Products Limited (Transferee Company) and their respective shareholders under Section 230 to 232 of Companies Act, 2013. Under the said Scheme of Arrangement the entire business of Pravin Foods Private Limited and Undertaking relating to food business of Chordia Food Park and Properties Limited vest with the Company. The said Composite Scheme become operative retrospectively with effect from 1*1 April, 2016. (The Appointed Date) and the Directors are confident that with this Arrangement the revenue and profitability of the Company would improve.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy and Technology Absorption:
a) The Companyâs 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 Centre 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.
21. RISK MANAGEMENT POLICY
At present the Company has not formulated any Policy for Risk Management, however during the course of business the Management looks after and study the Business Risks involved.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.
23. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Rules there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and Remuneration and other statutory committees. Performance valuation has been carried out as per the Nomination and Remuneration Policy.
24. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business during the Financial Year under review.
25. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Directors appointed/ceased during the Year
There has been no change in Director/ Key Managerial personnel since last Annual Report.
26. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.
27. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration which attracts the disclosure of Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
28. CASHFLOW
ACash Flow Statement for the year ended 31** March, 2018 is attached to the Financial Statement.
29. CORPORATE GOVERNANCE
Pursuant to Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 report on the Corporate Governance is not applicable to the Company. However as a good Corporate Governance practice the Company furnishes the report on the Corporate Governance along with the certificate of compliance from Auditors, forms part of the Annual Report.
In compliance with requirement of disclosure as per the provisions of Section II of Schedule V of Companies Act, 2013 the Directors state that no additional remuneration other than mentioned under Extract of Annual Return i.e. MGT 9 has been paid to the working Directors of the Company. They have also not been paid in any other benefits.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
During the year under review, there were no cases filed pursuant to the aforesaid Act.
31. DEMATERIALISATION OF EQUITY SHARES
As per SEBI Circular No SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018 the Shareholders holding Shares in Physical Form are require to submit their copies of PAN Card and Bank Account Details. Hence the Circular as directed by SEBI requesting you to furnish your details and pro-forma for furnising the same is given separately.
You are requested to complete the same and forward to the Registrar & Transfer Agents - Satellite Corporate Services Private Limited at the earliest. Please note that no transfer of shares in Physical form is allowed after 5th December, 2018.
32. APPRECIATION
Your Directors wish to place on record their sincere appreciation of the continued support from the Companyâs Bankers viz. Corporation Bank, valued Customers, Distributors, Suppliers of the Company.
The Directors are also thankful to the officials of the Government of India, State Governments, Local Authorities for their continued help and timely assistance extended to the Company.
By Order of the Board of Directors
For Chordia Food Products Limited
Hukmichand S. Chordia
Place: - Pune Chairman
Date: 13th August, 2018 [DIN: 00389587]
Mar 31, 2016
DIRECTORSâ REPORT
To,
The Members,
The Directors have pleasure in presenting the 34th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2016.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March, 2016 are briefly given below:-
|
Particulars |
2015-2016 (Rs,) |
2014-2015 (Rs,) |
|
Sales & Other Income |
42,11,36,650 |
39,83,98,286 |
|
Profit before Depreciation & Interest |
3,38,75,811 |
3,61,82,938 |
|
Less: - Depreciation |
1,16,93,000 |
85,00,000 |
|
Interest/Finance cost |
1,45,05,016 |
1,04,26,662 |
|
Profit before exceptional Item |
76,77,795 |
1,72,56,276 |
|
Add; Exceptional Items |
â |
1,63,68,339 |
|
Add: Extra Ordinary Item of Income |
_ |
1,30,31,787 |
|
Profit before Tax |
76,77,795 |
4,66,56,402 |
|
Less: Provision for Taxation |
25,00,000 |
1,37,50,000 |
|
Profit after Taxation for the Year |
51,77,795 |
3,29,06,402 |
2. COMPANY''S AFFAIRS AND PERFORMANCE Financial Performance
During the year under review the Revenue from Operations of the Company was Rs, 4131.71 Lacs as against Rs, 3960.20 Lacs of the previous year. The export turnover of the Company during the year under report was Rs, Nil as against Rs,1.92 Lacs of the previous year. The Company has earned the Profit before Tax, before Exceptional & Extra Ordinary Items of Rs,76.78 Lacs as against the Profit of Rs, 172.56 Lacs of the previous year.
3. TRANSFER TO RESERVES
Your Company has not proposed to transfer any amount to the General Reserve. An amount of Rs, 51,77,795/ - is proposed to be retained in the Statement of Profit and Loss Account.
4. DIVIDEND
Considering the present sluggish business environment, slow down in the economy, and with a view to augment the long term resources and to plough back the earnings in the business itself, your Directors do not recommend any Dividend on the Shares of the Company.
5. MANAGEMENT DISCUSSION & ANALYSIS REPORT Introduction
The Indian Food Processing Industry is showing remarkable Growth. The packaged Food processing Sector is one of the largest Sectors in India. However having accepted these facts your Company could not achieve better performance mainly because of the peculiar product range the Company is having. The main revenue generation of the Company, at present is out of the Food Items like Pickles and Ketchups, which are traditional. These Food Products have its own limitations to contribute to the growth success.
Market Scenario and Challenges
Due to the changing environment, erratic atmosphere and weather conditions the agricultural sector has seen a setback over past couple of years. The procurement of quality raw material at a right time and right price has become a difficult task. The volatile input cost environment and sensitive competitive intensity the operative environment for the Company during the Year continued to be challenging. The performance of the Company if viewed in this context is reasonable.
As a result, the Company manufacturing Pickles and Ketchups is facing low growth orientation.
Competition
''Competition'' in Food Industry is very strong and tough, as it covers International Players as well as Players from Organized and Unorganized Sector. It is difficult to balance the marketing and pricing strategies, because of the product range and volumes the International Players are dumping in the market and the low prices that are offered by the Unorganized Sector.
The ever increasing prices and scarcity of quality Raw Material also matters the financial performance of the Company, as the Prices of the Products marketed by the Company are market driven and there is hardly any chance to fix the Prices on its own.
The Company has established a wide range of Distribution network in Maharashtra, Karnataka and Goa which approaches to the numerous grocery stores. However the Customers now adopting new means of purchasing like E - Commerce Platform, Online purchasing, Malls etc. the Company is finding it difficult to boost the demand for its Products in the Market by the present marketing strategies. The Company is focusing to tap new Products, new Markets and new means of marketing to meet the changing trends and preferences of the Customers.
Sustainability and Growth:
To match with the fast growing technical developments, the Company is also upgrading itself with new developed manufacturing techniques and is upgrading its manufacturing processes and production infrastructure. In the processed Food Industry, ''Packaging'' is also a vital part. The Company is giving utmost thrust and importance to the packaging whereby the shelf life of the products is improved as well it attracts the attention of the Customers.
During the Year the Company took the major steps for approaching the end Customers, by direct Advertisements through advertising in retail stores, outdoor campaigns and more appealing packaging.
The Company is also developing new Processed and Ready to eat Food items, and is giving emphasis on the market driven fast moving Food Products, to add to its present range of Products.
The Company gives utmost care on Waste Management, as lot of Bio based Waste is generated during the course of production. The Company is taking each and every step to be environmental friendly in its manufacturing processes and in compliance with the stricter norms introduced by the Food Safety Authority.
6. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual Results might differ materially from those either expressed or implied.
7. DIRECTORS
In accordance with provisions of Section 152 of Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Hukmichand S. Chordia [DIN: 00389587], retires by rotation at forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.
8. PUBLIC DEPOSITS
During the Financial Year 2015-2016, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
9. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.
10. LISTING FEES
The annual listing fee for the year 2015-2016 as well as for the year 2016-2017 have been paid to BSE Limited, where your Company''s shares are listed.
11. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
Company does not have any Holding Company, Subsidiary Company and Associate Company.
12. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure I to this Report.
13. NUMBER OF MEETINGS OF THE BOARD
During the year Eleven (11) Board Meetings were convened and held, including one separate Meeting of Independent Directors on 31st March, 2016. The details of the said Meetings held are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. DIRECTOR''S RESPONSIBILITY STATEMENT
Directors'' Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013, is furnished below as required under Section 134(3) (c).
Directors state that:-
a) In the preparation of the Annual Financial Statements for the year ended 31st March, 2016 the applicable Accounting Standards have been followed along with the proper explanation relating to material departures;
b) Accounting Policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the Profit of the Company for the year ended on that date;
c) Proper and sufficient care has been taken 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 Annual Financial Statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
15. DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. AUDITORS AND AUDITORS'' REPORT
a) Internal Auditor
The Internal Auditor, M/s. Shashank Amin, Chartered Accountants, Pune have conducted internal audits periodically and submitted their reports to the Audit Committee. Their Reports have been reviewed by the Statutory Auditors and the Audit Committee.
b) Statutory Auditor:
At the Company''s 33rd Annual General Meeting (AGM) held on 26th September, 2015, M/s Sunil Shah, Chartered Accountants, were appointed as the Company''s Statutory Auditor''s from the conclusion of the 33rd AGM till the conclusion of the 35th AGM to be held in the Year 2017.
In terms of Section 139(1) of the Companies Act, 2013, the necessary Resolution for ratification of their appointment as the Statutory Auditors to hold office from conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting, is placed for your approval.
The Auditors Report to the Shareholders for the year under review does not contain any qualification.
No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Board''s Report.
c) Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Shekhar Ghatpande & Co., Company Secretaries having Membership No FCS: 1659 CP:782 to conduct the Secretarial Audit of your Company for the Financial Year 2015-2016. The Secretarial Audit Report is annexed herewith as Annexure - II to this Report. The Secretarial Audit Report does not contain any major qualification, reservation or adverse remark.
d) Cost Audit:
For the Financial Year under Report the appointment of Cost Auditor and obtaining of their Report was not applicable to the Company.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Details of Loan, Guarantee and Investment under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows:
a) The Company has not advanced any amount in the nature of Loan to any other entity, however earlier the Company has paid an advance towards the purchase of Cold Storage to Chordia Food Park & Properties Ltd., the final conveyance of which is yet to be completed.
b) There are no Guarantees issued by Company in accordance with Section 186 of the Companies Act, 2013 read with Rules issued there under.
c) Details of Investments in Equity Shares made by the Company as on 31st March, 2016 (including Investments made in the previous years) in quoted and unquoted Shares are as under:-
|
Name of Entity |
Amount as at 31s1 March, 2016 (Rs,) |
|
1. Quoted |
|
|
(a) 10,000 Units of Rs, 10/ -each of Punjab National Bank |
1,00,000/- |
|
2. Unquoted |
|
|
(a) 1,000 Shares of Rupee Co-op. Bank Ltd. of Rs, 50/ -each |
50,000/- |
|
TOTAL: |
1,50,000/- |
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of Contracts or Arrangements entered into by the Company with Related Parties have, as far as possible been done at Arm''s Length and are in the ordinary course of business, and as such the provisions of Section 188 are not applicable for such transactions. However, as an abundant precaution and pursuant to the provisions of Clause 49 of the Listing Agreement, [Now as per SEBI [LODR] Regulations 2015 the Company has obtained the approval of the Shareholders of the Company, by way of blanket permission, to the said transactions for the period of four Financial Years w.e.f. 1st April, 2015, in their Annual General Meeting held on 26th September, 2015 by way of Special Resolution.
The particulars of the transactions so entered into with Related Parties have been provided in Form No. AOC-2 attached herewith as Annexure III and in Related Party disclosures as per AS-18 in Note No. 29 to the Financial Statements.
19. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT
There have been no material changes and commitments 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 this report.
20. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology
Absorption:
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.
B. Foreign Exchange Earnings and Outgo:
|
Sr. No. |
Particulars |
Amount in '' |
|
i |
Foreign Exchange earned in terms of actual inflows during the year |
Nil |
|
ii |
Foreign Exchange outgo during the year in terms of actual outflows |
Nil |
22. RISK MANAGEMENT POLICY
At present the Company has not formulated any Policy for Risk Management, however during the course of business the Management looks after and study the Business Risks involved.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.
24. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Rules there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and Remuneration and other statutory committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.
25. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business during the Financial Year under review.
26. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Directors appointed/ceased during the Year
|
Name of Director |
Designation |
Particulars of Change |
Term of appointment |
|
Ms. Gargi Sudhir Sharma |
Woman Independent Director |
Appointed as a Director of the Company on 8th May, 2015. |
Appointed till 25th September, 2020. |
|
Mr. Mahendra Sajjanlal Mehta |
Independent Director |
Ceased due to Death on 4th July, 2015 |
|
|
Mr. Bapu Ramchandra Gavhane (1) |
Additional Director |
Appointed as an Additional Director of the Company on 11th April, 2016 |
Up to ensuing Annual General Meeting |
|
Dr. Ajit Harichand Mandlecha (*) |
Additional Director |
Appointed as an Additional Director of the Company on 11th April, 2016 |
Up to ensuing Annual General Meeting |
(*) Appointed during the next Financial Year i.e. 2016-2017, but before the date of this Report.
Employees appointed/ceased as Key Managerial Personnel during the Year:
|
Name of the KMP |
Designation |
Particulars of Change |
|
Mr. Bapu Ramchandra Gavhane |
Chief Financial Officer (KMP) |
Appointed as a Chief Financial Officer of the Company on 5th January, 2016 |
|
Mr. Bapu Ramchandra Gavhane (*) |
Company Secretary |
Resigned on 22nd June, 2015 |
|
Ms. Tejashree Vinayak Bhalerao (*) |
Company Secretary |
Appointed on 22nd June, 2015 |
28. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.
29. PARTICULARS OF EMPLOYEES
Particulars of Employees and information pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personal) Rules 2014 is given in Annexure IV attached.
30. CASH FLOW
A Cash Flow Statement for the year ended 31st March, 2016 is attached to the Financial Statement.
31. CORPORATE GOVERNANCE
A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
During the year under review, there were no cases filed pursuant to the aforesaid Act.
33. 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, State Governments, Local Authorities for their continued help and timely assistance extended to the Company.
By Order of the Board of Directors
For Chordia Food Products Limited
Place: Pune Hukmichand S. Chordia
Date: 12th August, 2016 Chairman
[DIN: 00389587]
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, 2012
The Directors have pleasure in presenting the 30th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2012.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March, 2012 are briefly
given below :-
2011-2012 2010-2011
(Rs.) (Rs.)
Sales & Other Income 29,00,56,424 30,73,12,954
Profit before Depreciation
& Interest 4,20,88,901 4,24,08,562
Less:-Depreciation 93,28,746 87,98,819
Interest/Finance Cost 60,48,256 52,94,018
Profit before Tax 2,67,11,899 2,83,15,725
Less : Provision for Taxation 62,00,000 95,50,000
Profit after Taxation 2,05,11,899 1,87,65,725
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 31st
March, 2012.
3. REVIEW OF OPERATIONS
During the year under Report the Sales of the Company were Rs. 2887.22
Lacs as compared to the Sales of Rs. 3059.67 Lacs of the previous year.
The Profit after Tax was Rs. 205.12 Lacs as compared to the Profit
after Tax of Rs. 187.66 Lacs of the previous year.
4. SUBSIDIARY COMPANY
As members are aware, the Company had 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 as already reported in the Director's Report of the earlier
years, the SPV decided to withdraw 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.
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. COMPLIANCE CERTIFICATE
The Companies (Amendment) Act, 2000 has inserted a proviso to Sub
Section (1) of Section 383A of the Companies Act, 1956 with regard to
issue of Compliance Certificate. Accordingly the necessary Compliance
Certificate obtained from Shekhar Ghatpande & Co., Company Secretaries
is attached herewith.
7. DIRECTORS
Dr. Pravin H. Chordia, Director retires by rotation and being eligible
offers himself for reappointment.
8. 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.
9. 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.
10. DISCLOSURE UNDER SEBI CIRCULAR DATED 29Ã APRIL, 1988
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 2012-2013 has
been paid by the Company.
11. DEMATERIALISATION OF SHARES
As reported earlier the Equity Shares of the Company are dematerialised
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.
12. 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.
13. 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 31s1
March 2012, 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.
14. 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, 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 : 11th August, 2012 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
Mar 31, 2009
The Directors have pleasure in presenting the 27th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2009.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March, 2009 are briefly
given below:-
2008-2009 2007-2008
(Rs) (Rs.)
Turnover 32,71,38,173 29,81,08,643
Gross Profit 3,68,33,872 3,67,75,981
Less:- Depreciation 81,42,580 75,59,798
Interest 73,22,497 52.71,162
Profit before Tax 2,13,68,795 2,39,45,021
Less: Provision for Taxation 51,50,000 42,50,000
Profit after Taxation 1,62,18,795 1,96,95,021
Less: Prior Year adjustment - 94,79,052
Add: Balance in Profit & Loss
Account of Previous Year 5,67,62,163 5,37,76,274
Amount available
for appropriation 7,29,80,958 6,39,92,243
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 Diûidend on
the Equity Shares of the Company for the Financial Year ended 31s
March, 2009.
3. REVIEW OF OPERATIONS
During the year under Report the Sales of the Company were Rs. 3271.38
Lacs as compared to the Sales of Rs.2981.09 Lacs of the previous year.
The Profit After Tax was Rs. 162.19 Lacs as compared to the Profit
after Tax of Rs.196. 95 Lacs of the previous year.
4. SUBSIDIARY COMPANY
During the Financial Year under review, the Company subscribed to/
acquired 24,99,980 Equity Shares of Rs. 10/- each amounting to Rs.
2,49,99,800/- in Western Agree Food Park Private Limited a SPV
executing a Project of setting up of Mega Food Park, with the financial
subsidy of Ministry of Food Processing, Government of India.
The Statement pursuant to Section 212 of the Companies Act 1956
containing details of the said Subsidiary Company, forms part of this
Annual Report.
5. ISSUE OF WARRANTS
As the Members of the Company are aware the Company has issued &
allotted 24,00,000 Warrants at issue Price of Rs. 58.05/- per Warrant,
aggregating, to Rs. 13,93,20,000/- with an Option to subscribe for one
Equity Share of Rs.10/- per Convertible Warrant. All the allottees of
the Warrants still have not exercised their option to subscribe for the
Equity Shares.
6. 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 wiiiingness to continue for the current year. You are
requested to reappoint them and fix their remuneration.
7. 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. Secretaries is attached herewith.
8. DIRECTORS
Dr. Pravin Chordia, Director retires by rotation and being eligible
offers himself for reappointment.
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.
Infomation 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 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.
11, DISCLOSURE UNDER SEBI CIRCULAR DATED 29Ã 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 2009-2010 has been paid by the Company.
12. DEMATERIALISATION OF SHARES
As reported earlier the Equity Shares of the Company are
dernaterialized 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 immediate.
13. 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.
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 31"
March 2009, 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.
15. 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 DIC, WMDC and officials of the
Government of India, Government of Maharashtra and Tamil Nadu, Local
Authorities tor their continued help and timely assistance extended to
the Company.
For and behaif of the Board of Directors
Place : Pune Hukmichand S. Chordia
Date : 28th August, 2009 Executive Chairman
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