To
The Members
Chandra Prabhu International Ltd.
Your Directors are pleased to have this opportunity to report on Company's progress
during the year financial year 2022-23 and to submit the 38thAnnual Report
& Audited Financial Statements (Standalone) comprised of Balance Sheet as on 31st
March, 2023 and Profit & Loss Account for the period ended on 31st
March, 2023.
FINANCIAL RESULTS
Amount in Lacs
Particulars |
Standalone |
|
2022-23 |
2021-22 |
Turnover/ Income from operations |
73020.33 |
72568.83 |
Other Income |
86.57 |
20.32 |
Profit/(Loss) before tax, finance cost & depreciation |
1224.16 |
2804.59 |
Finance Cost |
118.55 |
62.65 |
Depreciation |
28.83 |
20.03 |
Exceptional items ( income) |
0.00 |
0.00 |
Profit/(Loss) before tax |
1076.78 |
2721.91 |
Current Tax |
292.96 |
702.96 |
Tax Adjustments for earlier years |
0.00 |
0.00 |
Deferred Tax |
(16.90) |
(3.45) |
MAT Credit Entitlement |
- |
- |
Other Adjustments |
- |
- |
Profit/(Loss) After Tax |
800.72 |
2022.40 |
Add/(Less):Other Comprehensive Income (net of taxes) |
(0.17) |
(0.95) |
Total Comprehensive Income/ (Expenses) for the year |
800.55 |
2021.45 |
DIVIDEND
Keeping in view the overall financial position of the Company, the Board has
recommended as Final Dividend of Rs. 0.20 per equity share (10% of the Face Value of Rs.
2/- each) for the financial year ending on March 31, 2023 subject to approval of the
shareholder in the ensuing Annual General Meeting. Dividend on equity shares, if approved
by the members would involve a cash outflow of Rs. 7.396 Lacs.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS)
from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.
The Register of Members and Share Transfer Books of the Company will remain closed from
Tuesday, September 19, 2023 to Monday, September 25, 2023 (both days inclusive) for the
purpose of payment of dividend for the financial year ended March 31, 2023.
TRANSFER TO RESERVE
As per Standalone financials, the net movement in the reserves of the Company for FY
2023 is as follows:
Particulars |
As at 31.03.2023 |
General Reserves |
|
Opening Balance |
3,989,291 |
Retained Earnings |
|
Opening Balance |
349,793,448 |
Add: Surplus in Statement of Profit & Loss |
80,076,349 |
Add/(Less)::Gratuity Exp related to OCI adjusted as per Ind AS |
(23,632) |
Add/(Less): Deferred Tax impact related to exp of OCI |
5,948 |
Total |
429,852,113 |
Less : Final Dividend Paid |
5,547,000 |
Other Equity |
424,305,113 |
General Reserves |
3,989,291 |
Retained Earnings |
424,305,113 |
Total Other Reserves |
428,294,404 |
COMPANY'S PERFORMANCE
During the year, under review the performance of the Company has registered tremendous
growth and the turnover during the year was Rs. 73020.33 lakhs as against 72568.83
lakhs in the previous year indicating a increment of about 62.22 % over the last year.
The year under review resulted in Profit after Tax (PAT) attributable to shareholders of Rs.
800.72 lakhs which was mainly reduced due to continuous fluctuation of coal market
as compared to Profit of Rs. 2022.40 lakhs during the previous year. The management
is optimistic on the performance of the Company in future to maintain the growth
momentum and a detailed discussion is provided under Management discussion and analysis
report.
HUMAN RESOURCE DEVELOPMENT
Human Resource is not only an integral part of any organisation but also strive its
success and growth. The Company believes that human resources are the key resources and
integral part of the organisation and endeavours to create a culture of openness and
empowerment amongst its employees and provide good carrier development.
Your Company believes in trust transparency & teamwork to improve employees
productivity at all levels and is committed to the welfare of the employees and their
families by putting review and reward system in place.
This year we strengthen our focus on Company processes and systems. We inducted bright
talent in our organization. We uplifted the infrastructure and enhanced the employee
experience by introducing a professionally managed cafeteria service to cater healthy and
hygienic food.
COMPANY'S AFFAIRS
Chandra Prabhu International Ltd. is a well known name engaged mainly, in the business
of trading of Coal, Synthetic Rubber and Chemicals for last many years. Further, during
the year, the Company has also started the trading of metal scrap. Over the years Chandra
Prabhu International Ltd. has built a formidable reputation of being a completely
professionally managed Company where customer satisfaction is of paramount consideration.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
Except as disclosed elsewhere in this Annual Report, there have been no material
changes and commitments which can affect the financial position of the Company between the
closing of the financial year of the Company i.e. 31st March, 2023 till the
date of this report.
However, the Company has shifted its Corporate Office from 522, Fifth Floor, DLF
Galleria Commercial Complex, DLF City Phase IV, Gurugram, Haryana to 1512, Fifteen Floor,
DLF Galleria Commercial Complex, DLF City Phase IV, Gurugram, Haryana w.e.f. 25th
April, 2022.
As required under Section 134(3) of the Act, the Board of Directors informs the members
that during the financial year, there have been no material changes, except as disclosed
elsewhere in the Annual Report.
CHANGE IN THE NATURE OF THE BUSINESS
During the period under review, there is no change in the nature of the business of the
Company.
SUBSIDIARY AND ASSOCIATES COMPANIES
There is no subsidiary, associate or joint venture of the Company.
Therefore, Pursuant to provisions of section 129(3), details regarding
subsidiaries/associates in the prescribed Form AOC-1 are not required to be
attached.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls (IFCs) and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of IFCs over
financial reporting by the Statutory Auditors and the reviews performed by management and
the relevant Board Committees, including the Audit Committee of Directors, the Board is of
the opinion that the Company's IFCs were adequate and effective during FY23.
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
i) in the preparation of the annual accounts, the applicable Indian accounting
standards had been followed along with proper explanation relating to material departures;
ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Company's internal financial controls were adequate and effective during the
financial year 2022-23.
DIRECTORS & KEY MANAGERIAL PERSONNEL
DIRECTORS
In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and
Rules made there under as amended from time to time and Regulation 17 of the SEBI (LODR)
Regulations 2015,the board of directors shall have an optimum combination of executive and
non-executive directors with at least one woman director .The Company has Mr. Gajraj Jain
(Managing Director), Mr. Tilak Raj Goyal, Mr. Jitendra Kumar Mishra & Mr. Punit Jain
as independent director along with Mrs. Hemlata Jain as Woman Director & Mr. Pradeep
Kumar Goyal as Non Executive Non Independent Director of the company.
CHANGE IN DIRECTORS INCLUDING INDEPENDENT DIRECTOR
During the F.Y under review, Mr. Punit Jain as Additional Director (Non -Executive
Independent) & Mr. Pradeep Kumar Goyal as Additional Director (Non Executive Non
Independent) of the Company were appointed by the Board dated September 01, 2022 whose
appointment is being approved by the shareholders in the 37thAGM for the period
of 5 years w.e.f 01st September, 2022.
In accordance with the requirements of the Act and the Company's Articles of
Association, Mr.Pradeep Kumar Goyal (DIN: 03568525), retires by rotation and is
eligible for re-appointment Members' approval is being sought at the ensuing AGM for his
re-appointment.
During the year under review, the Non-Executive Directors (NEDs) of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
commission, as applicable, received by them.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they
are not aware of any circumstances or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based
upon the declarations received from the Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence as mentioned under section 149(6) of
the Act and Regulation 16(1) (b) of the Listing Regulations and that they are independent
of the management. The Company has received declarations from all the Directors confirming
that they are not disqualified/ debarred from being appointed/ reappointed as Director.
During the year under review, there were no changes in the KMP of the Company except
the Inclusion of the name of Mr. Atul Jain, as Chief Operating Officer (COO) in the
management team as Senior Management (KMP) of the Company for the period of 5 years w.e.f.
25 th July 2023 on the recommendation of Nomination and Remuneration Committee.
For the purpose of expansion of the business entity, on the recommendation of Audit and
Nomination & Remuneration Committee, the board vide Resolution passed on September 01,
2022 has appointed Mr Akash Jain as Chief Executive Officer (CEO), Key Managerial Personnel
of the Company w.e.f 1st September, 2022.
Further, Mr. Gajraj Jain, Chairman cum Managing Director of the Company whose tenure
expired on 16th April, 2023 was re- appointed by the Members by way of Ordinary
Resolution in the 37th AGM held on 30th September, 2022 the further
period of 3 years commencing from April 17, 2023 upto April 16, 2026.
As on 31st March, 2023, Mr. Gajraj Jain, Chairman Cum Managing Director, Mr. Akash
Jain, Chief Executive Officer (CEO), Mr. Amar Singh Chief Financial Officer, Mr. Atul Jain
Chief operating officers (COO) & Ms. Komal, Company Secretary and Compliance Officer
are the Key Managerial Personnel as per the provision of Section(s) 2(51), 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
DECLARATION GIVEN BY AN INDEPENDENT DIRECTOR(S) UNDER SECTION 149(6) OF THE COMPANIES
ACT, 2013
Pursuant to the provision of Section 149(7) of the Act read with Regulation 25(8) of
the Listing Regulation, the Company has received a declaration from each of the
Independent Director that they meets the criteria of independence as provided under
section 149(6) of the Act & SEBI (LODR) Regulations, 2015 and there has been no change
in the circumstances which may affect their status as independent director during the
year.
All the Independent Directors of the Company have complied with the requirement
pertaining to the inclusion of their names in the data bank of independent directors
maintained by Indian Institute of Corporate Affairs and they meet the requirements of
proficiency self-assessment test.
In the opinion of Board of Directors of the Company, Independent Directors on the Board
of Company hold highest standards of integrity and are highly qualified, recognised and is
doyen of the industry. There is an optimum mix of expertise (including financial
expertise), leadership and professionalism.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company, met 7 (Seven) times during the Financial year
ended March 31, 2023, i.e. on 25th April, 2022, 25th May, 2022,03rd August,
2022,1st September,
2022,31st October, 2022, 29th December, 2022 and 1 7th January, 2023
respectively. The intervening gap between the Meetings was within the period p r e s c r i
b e d u n d e r t h e Companies Act, 2013 and Regulation 17(2) of the Listing obligations
& Disclosure Requirements of SEBI.
The details and attendance of meetings of the board, its committees and the annual
general meeting are mentioned
in the Corporate Governance Report, which forms part of this Report.
MEETING OF INDEPENDENT DIRECTORS
During the financial year 2022-23, the meeting of Independent Director was held on
lT'January 2023, to review the performance of Non Independent Director. The Independent
Directors reviewed the performance of non-independent directors and the Board as a whole,
the performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 (SEBI Listing
Regulations).
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and no executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
The NRC reviewed the performance of individual directors on the basis of criteria such
as the contribution of the individual director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Corporate Governance and Management Discussion and Analysis Report as
stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
integral part of this Annual Report along with the required Certificate from Practicing
Company Secretary regarding compliance of the conditions of Corporate Governance.
In compliance with Corporate Governance requirements as per the SEBI Listing
Regulations, your Company has formulated and implemented a Code of Conduct for all Board
members and senior management personnel of the Company, who have affirmed the compliance
thereto.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING
The Institute of Company Secretaries of India has currently mandated compliance with
the Secretarial Standards on board meetings and general meetings. During the year under
review, the Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings and General Meetings.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance
report, which forms part of the directors' report.
The board on recommendation of Nomination and Remuneration Committee approved
Remuneration Policy for Director, KMP and Senior Management Employee are also available at
the website of the company i.e. www.cpil.com.
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our
culture. While we need to accept a level of risk in achieving our goals, sound risk
management helps us to make the most of each business opportunity, and enables us to be
resilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressing
them in ways that manage uncertainties, minimize potential hazards, and maximize
opportunities for the good of all our stakeholders including shareholders, customers,
suppliers, regulators and employees. Risks can be broadly classified as Strategic,
Operational, Financial, and Legal/Regulatory.
In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015,the Company has adopted risk management policy, approved by Board of
Directors and established a risk management framework to identify, mitigate and control
the risk and threatens of risk.
INTERNAL CONTROL SYSTEMS
The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor as appointed by the company monitors and evaluates the efficacy
and adequacy of internal control systems in the Company. Based on the report of internal
auditor, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Audit Committee of the Board of Directors are periodically apprised of the
internal audit findings and corrective actions are taken accordingly. Significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. For more details, refer to the 'internal control systems and its
adequacy' section in Management's Discussion and Analysis Report, which forms part of this
Annual Report.
Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination
and Remuneration Committee, Stakeholder Relationship Committee& Corporate Social
Responsibility (CSR) are as under:
AUDIT COMMITTEE
The role, terms of reference, authority and powers of the Audit Committee are in
conformity with Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee met
periodically during the year and had discussions with the auditors on internal control
systems and internal audit report.
NOMINATION & REMUNERATION COMMITTEE
The role, terms of reference, authority and powers of the Nomination & Remuneration
Committee are in conformity with Section 178 of the Companies Act, 2013 read with
Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulations,
2015.
STAKEHOLDER RELATIONSHIP COMMITTEE
The role, terms of reference, authority and powers of the Stakeholder Relationship
Committee are in conformity with Section 178 of the Companies Act, 2013 read with
Regulation 20 of SEBI (Listing Obligation & Disclosure Requirements) Regulations,
2015.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (W.E.F 25/06/2021)
The role, terms of reference, authority and powers of the Corporate Social
Responsibility Committee are in conformity with Section 135 of the Companies Act, 2013.
The details regarding all the above said committees are given in the Corporate
Governance Report which forms a part of this Report.
STATUTORY AND BRANCH AUDITORS
Since the terms of M/s Mittal Garg Gupta & Co. Chartered Accountants was going to
expire in the 37th AGM of the Company. M/s Mittal Garg Gupta & Co. was
appointed as the Statutory Auditor of the Company for the period of 5 years from 32nd
AGM to 37 th AGM of the Company held in the Year 2022 as on 30 th
Sept 2022. Further, M/s Mittal Garg Gupta & Co. Chartered Accountants was eligible for
re-appointment but the auditor gives his unwillingness to be reappointed.
Therefore, Pursuant to the provisions of Sections 139, 142 and other applicable
provisions, if any, of the Act (including any statutory modification or re-enactment
thereof for the time being in force) and the Companies (Audit and Auditors)Rules, 2014, as
amended from time to time and on the recommendation of Audit Committee, the board of
directors at their meeting held on August 03, 2022 appointed M/s J P S & CO. Chartered
Accountants (FRN: 004086N) as Statutory Auditors of the Company whose appointment was
approved by the shareholder in the 37thAGM for a term of five years to hold
office from the conclusion of the 37th AGM till the conclusion of the 42nd
AGM in 2027.
The Company has in its Notice convening AGM sought approval from the Members for
passing a resolution regarding authorizing the Board to appoint Branch Auditors of any
Branch office of the Company, whether existing or which may be opened/acquired, outside
India, to act as Branch Auditors.
STATUTORY AUDITOR'S REPORT
The standalone financial statements of the Company have been prepared in accordance
with Ind-AS notified under Section 133 of the Act. The Notes to the financial statements
referred in the Auditors Report are self-explanatory.
There are no qualifications or reservations or adverse remarks or disclaimers given by
Statutory Auditors' of the Company and therefore do not call for any comments under
Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the
financial statements in this Annual Report.
SECRETARIAL AUDITORS & THEIR REPORT:
In terms of Section 204 of the Companies Act, 2013 and Rules framed there under and on
the recommendation of the Audit Committee, the Board of Directors of the Company have
appointed M/s. KKS & Associates, Company Secretaries as the Secretarial Auditor
of the Company for the financial year 2022-2023. The Company has received consent from
M/s. KKS & Associates, Company Secretaries, for their appointment. The Secretarial
Audit Report confirms that the Company has complied with the provisions of the Act, Rules,
Regulations and Guidelines and that there were no deviations or non-compliances. Further,
his secretarial audit report is annexed as Annexure-II to this Report in prescribed Form MR-3.
The Secretarial Audit Report does not contain any qualifications, reservations, adverse
remarks or disclaimers.
Further, the Board of Directors in their meeting held on Tuesday, 30th May,
2023 re-appointed M/s. KKS & Associates, Company Secretaries, as Secretarial Auditors,
to undertake the audit of the secretarial records for the Financial Year 202324.
Further, in pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended vide SEBI Circular No. CIR/CFD/CMD1/27/2019
dated February 08, 2019 the Annual Secretarial Compliance Report for the Financial Year
ended on March 31, 2023 as issued by M/s. KKS & Associates, Company Secretaries is
also available at BSE India.com and on the website of the Company i.e www.cpil.com.
INTERNAL AUDITOR
In terms of Section 138 of the Companies Act, 2013 and Rules framed there under and on
the recommendation of the Audit Committee, the board of Directors had appointed M/s Baj
& Company, Chartered Accountant as an Internal Auditor of the Company for the F.Y
2022-23.
Further, the board of directors in their board meeting held on Tuesday, 30th
May, 2023 re-appointed M/s Baj& Company, Chartered Accountant as an Internal Auditor
of the Company for the F.Y 2023-24. He will perform all the duties of internal auditor and
conduct the Audit of the Company for FY 2023-24.
QUALIFICATIONS IN AUDIT REPORTS
There is no qualification, disclaimer, reservation or adverse remark or disclaimer made
either by the statutory auditors in his report and by the company secretary in practice
(Secretarial Auditor) in his secretarial audit report.
FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, there was no frauds reported by statutory auditors to
Audit Committee and/or board under sub-section (12) of section 143 of the Companies Act,
2013.
DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD
The Company is not required to maintain the cost record as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
FUTURE PROSPECTS
The Company has improved tremendously from its last year performance and is optimistic
to improve its overall performance with the existing trading portfolio of synthetic
rubber, Coal, and agro products. And the company shall endeavor to capitalize further its
trading portfolio.
Further, during the F.Y 2022-23, in order to enhancing the business & to capture
new business opportunities, the Company has also added the business of trading of metal
scrap along with the other existing trading portfolio.
The Company's has also entered into business of all kinds of infrastructure projects
and is progressing steadily. Further, management of the company is evaluating various
suitable prospects. On successful implementation of future projects and on the strength of
its existing product portfolio, operational efficiency and enhanced network, the
management, on overall basis, expects a robust growth and enhanced market share. The Board
expects that the Company will continue to improve its overall performance and excel to
enhance the profitability of the Company, in the present economic scenario and huge
potential demand of these products in the Indian market, via its strategy competency,
operational efficiencies and new line of activity on its successful implementation.
CONSOLIDATED FINANCIAL STATEMENT
The Company has no subsidiary & associate Company. Therefore, in accordance with
Section 129(3) of the Companies Act 2013 and Regulation 34(2) of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the provision regarding consolidated
Financial Statements is not applicable.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Board has adopted vigil mechanism in the form of Whistle Blower
Policy for the Directors and Employees of the Company to deal with instances of fraud or
mismanagement, if any.The Vigil Mechanism ensures standards of professionalism, honesty,
integrity and ethical behaviour. The Company had adopted a Code of conduct for Directors
and Senior Management Executives (the Code), which lays down the principles
and standards that should govern their actions. The Policy regarding the same can be
accessed at the website of the company. All Senior Management personnel have affirmed
compliance with the CPIL Code of Conduct. The CEO & Managing Director has also
confirmed and certified the same. The certification is at the end of the Report on
Corporate Governance.
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors
and employees to report to the management instances of unethical behaviour, actual or
suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil
Mechanism provides a mechanism for employees of the Company to approach the Chairman of
the Audit Committee of Directors of the Company for redressal. No person has been denied
access to the Chairman of the Audit Committee of Directors.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a Policy on Related Party Transactions, Material Related Party Transactions and
the same is available on the website of the company at www.cpil.com. All Related
Party Transactions are placed before the Audit Committee and also the Board/Members for
their approval, wherever necessary. An omnibus approval from the Audit Committee is
obtained for the related party transactions. The related party transactions including
under sub section (1) of Section 188 of the Companies Act, 2013 entered during the
financial year were on an arm's length basis and were in the ordinary course of business.
The details of the same are annexed herewith as Annexure-I in the
prescribed Form AOC-2 & also in Note 36 to the Standalone Financial Statements of the
Company.
Further, there were no transactions which were material (considering the materiality
thresholds prescribed under the Companies Act and Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.There were no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large.
CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee has been entrusted with the prime responsibility of recommending to
the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the
amount of expenditure to be incurred and monitoring the implementation of the framework of
the CSR Policy. The CSR policy of the Company has been provided on the Company's website
at www.cpil.com. The Annual Report on CSR activities having a brief overview of the
projects undertaken, as required under the Companies (Corporate Social Responsibility
Policy)Rules, 2014 has been annexed as Annexure-III of this Report.
The Company in terms of regulation 23 of the Listing Regulations submitted disclosures
of related party transactions on a consolidated basis, in the format specified in the
relevant accounting standards to the stock exchanges. The said disclosures can be accessed
on the website of the Company at www.cpil.com.
The Composition of CSR Committee and other details are the part of Corporate Governance
Report.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS (NED) AND
DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS
The NEDs have no pecuniary relationship except the sitting fees paid for the meeting of
board of Directors/Committee. The details regarding the remuneration of directors along
with their shareholding are disclosed in Corporate Governance Report which forming part of
this Annual Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
There is no relationship between directors except Mr. Gajraj Jain, Chairman Cum
Managing Director of the company who is the husband of Mrs. Hemlata Jain, Woman Director
of the Company.
Further, Mr. Akash Jain, CEO of the Company who is the son of Mr. Gajraj Jain &
Mrs. Hemlata Jain.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31,2023 was Rs. 36,980,000/-. During the
year under review, the Company has not issued any shares with differential voting rights
nor granted stock options nor sweat equity.
Further, during the F.Y 2022-23, Pursuant to the provision of Section 61(1)(d) of the
Companies Act, 2013 and other applicable rules & regulations, shareholder in their 37*
AGM held on 30th September, 2022 had approved the proposal regarding sub-
division/split of the shares and one equity share of face value of Rs. 10/- each has been
sub-divided into 5 equity share of face value of Rs. 2/- each w.e.f 30th November,
2022.
E-VOTING
The Company is providing e-voting facility to all members to enable them to cast their
votes electronically on all resolutions set forth in the Notice. This is pursuant to
section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations &
disclosure Requirements) Regulations, 2015 read with the Ministry of Corporate Affairs
General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th
April, 2020, 20/2020 dated 5th May, 2020, 02/2021 dated 13th
January, 2021, Circular No. 2/2022 dated May 5,
2022 and Circular No. 10/2022 dated 28th December, 2022('MCA
Circulars') and also the Circular dated 12th May, 2020, SEBI/HO/CFD/
CMD2/CIR/P/2021/11 dated 15 January, 2021, Circular No.
SEBI/HO/CFD/ CMD2/CIR/P/2022/62 dated May 13, 2022 and Circular No.
SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 issued by the Securities and
Exchange Board of India (SEBI Circular). The instruction(s) for remote
e-voting and e-voting during the AGM for ensuing Annual General
Meeting is also provided with notice to shareholders of this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 and 134 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return is available on the website
of the Company which can be accessed through www.cpil.com.
S. No Particulars |
Period to which it pertains |
Amount(in
lakhs) |
(i) Foreign Traveling Expenses |
Current Year |
0.77 |
|
Previous Year |
NIL |
(ii) CIF Value of Imports |
Current Year |
95.41 |
|
Previous Year |
NIL |
PARTICULARS EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE
5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There was no employee in receipt of remuneration in the limit as prescribed under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Therefore, the statement/ information required under section 197 read with Rule 5 is not
applicable.
PUBLIC DEPOSITS
During the year, the Company has not received any Deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the Balance Sheet under the purview of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014 and Chapter V of the Companies
Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
In terms of Section 134 (3) (g), towards inclusion of the details of particulars of
Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 & Rules made thereunder in this report, the same are given in the
notes to the Financial Statements.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors, designated persons & employee of
the Company. The Code prohibits the purchase or sale of Company shares by the Directors
and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. The Code of Conduct to regulate, monitor and report Insider trading is uploaded on
the Company's website: www.cpil.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in respect to Conservation of Energy technology absorption, foreign
exchange earnings and outgo, pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is
as follows:-
a. Conservation of energy |
NIL |
b. Technology Absorption |
NIL |
c. Foreign Exchange Earning & Outgo:- |
|
1. Foreign Exchange Earning in both Previous and current year |
NIL |
2. Foreign Exchange Outgo (Rs.) |
|
Pursuant to Section 124(5) of the Companies Act, 2013, Unpaid Dividend amount of the
company which remained unpaid or unclaimed for a period of seven years from the date of
such transfer has been transferred to the Investor Education and Protection Fund (IEPF)
established under sub-section (1) of section 125. Members are requested to ensure that
they claim the dividends before they are transferred to the said Fund. Member(s) who have
not encash their dividend warrants so far for any previous seven financial years are
requested to make their claims to the office of the Registrar and Share Transfer Agents
i.e M/s Alankit Assignment Ltd ,4E/2, Jhandewalan Extension , New Delhi-110055. During the
year under review, no amount was required to be transferred to the Investor Education and
Protection Fund by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company is committed for providing and promoting a safe and healthy work
environment for all its employees.
In accordance with the provisions of the Sexual Harassment of Women at the Workplace
(prevention, Prohibition & Redressal) Act, 2013 and the Rules framed there under for
prevention and redressal of complaints of sexual harassment at workplace, along with a
structured reporting and redressal mechanism. The Company has complied with provisions
relating to the constitution of Internal Complaints Committee under the said Act.
There were no complaints regarding sexual harassment by any women employees (permanent,
contractual, temporary, trainees) who are covered under this policy till the date of this
report.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF DIFFERENECE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from
Banks & Financial Institutions.
CORPORATE GOVERNANCE
A separate report on Corporate Governance containing General Shareholder's information,
along with the Certificate from Practicing Company Secretary regarding compliance of
conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed as annexure V
SIGNIFICANT MATERIAL ORDER PASSED BY REGULATORS OR COURT OR TRIBUNALS AGAINST THE
COMPANY
During the period under review, there was no significant and material order passed by
regulators or court or tribunals against the company impacting the going concern status
and Company's operations in future.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders request /
grievance at the minimum. Priority is accorded to address all the issues raised by the
shareholders and provide them a satisfactory reply at the earliest possible time. The
Shareholders' Grievance Committee of the Board meets periodically and reviews the status
of the Shareholders' Grievances. The shareholders of the Company continue to be traded in
electronic forum and dematerialization exists with both the depositories viz., National
Securities Depository Limited and Central Depository Services (India) Limited.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS)
REGULATIONS 2015
The company's equity shares continue to be listed on the Bombay Stock Exchange (BSE),
Mumbai which has nationwide trading terminals. The company has paid the Annual Listing
Fees to BSE for the Financial Year 2022-2023. All compliances with respect to the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 have been duly made by
the company.
ACKNOWLEDGEMENT
On behalf of the Directors of the Company, I would like to place on record our deep
appreciation to our shareholders, customers, business partners, vendors, bankers,
financial institutions and academic institutions for all the support rendered during the
year.
The Directors are thankful to the Government of India, the various ministries of the
State Governments, the Central and State Electricity Regulatory authorities, communities
in the neighborhood of our operations, local authorities in areas where we are operational
in India; as also partners, governments and stakeholders where the Company operates, for
all the support rendered during the year.
Finally, we appreciate and value the contributions made by all our employees and their
families for making the Company what it is. Your company's employees are instrumental to
your company achieving higher business goals. Your directors place on record their deep
admiration of the commitment and contribution of your company's employees. Your support as
shareholders is greatly valued. Your directors thank you and look forward to your
continuance support.
CAUTIONARY STATEMENT
The Annual Report including those which relate to the Directors' Report, Management
Discussion and Analysis Report may contain certain statements on the Company's intent,
expectations or forecasts that appear to be forward looking within the meaning of
applicable securities laws and regulations while actual outcomes may differ materially
from what is expressed herein. The Company bears no obligations to update any such forward
looking statement. Some of the factors that could affect the Company's performance could
be the demand and supply, changes in Government regulations, tax laws etc.
For and on behalf of the board of directors
Gajraj Jain
Chairman Cum Managing Director
DIN: 00049199
Pradeep Kumar Goyal Director DIN: 03568525
Corporate Identification Number (CIN): L51909DL1984PLC019441
Registered Office: 14, Rani Jhansi Road, New Delhi-110055 Phone: 011-23516567,
Fax: 91-11-23553698
Corporate Office: 1512, Fifteen Floor, DLF Galleria Commercial Complex, DLF City
Phase IV,
Gurugram, Haryana, 122009
Email: info@cpil.com, investor@cpil.com Phone: +91-124-44754936 Website: www.cpil.com
Date : July 25, 2023 Place : Gurugram
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