To the Members,
The Directors are pleased to present their 26th Report along with the audited accounts
of the Company for the year ended 31st March, 2017.
Financial Performance
The Company's financial performance for the year ended 31st March, 2017 is summarized
below:
| Particulars |
2016-17 |
2015-16 |
| Total Revenue |
8,78,210 |
7,41,595 |
| Profit / (Loss) before Tax |
(1,10,557) |
(4,43,053) |
| Profit / (Loss) after Tax |
(91,845) |
(3,06,150) |
Performance Overview
During the year under review, the Company has no operational activity except that the
Company earned an income of Rs. 8,78,210/- (as consultancy fee) against an income of Rs.
7,41,595 during the previous year. In view of the prevalent circumstances, market scenario
and lack of adequate resources, the Company is presently unable to undertake any business
activity. However, your Directors are looking forward for an opportune time and other
option including re-structuring in the interest of the shareholders. Nevertheless, your
Board is leaving no stone unturned only for the benefit of the shareholders.
During the year under review, there has been no change in the nature of business of the
Company.
Further, no material changes and commitments have occurred between the end of the
financial year and the date of the report affecting the financial
There has been no significant business operations in the Company for last many years.
The trading in the shares of the Company is also suspended at BSE for last many years. As
no revival plan could be worked out for the Company, the Board of Directors at its meeting
held on 1st December 2017 approved the proposal to wind up the affairs of Chokhani Global
Express Limited (the ‘Company'), by way of voluntary liquidation in accordance with
the provision of section 59 and other applicable provisions of the Insolvency and
Bankruptcy Code, 2016 read with the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017 and the provisions of the Companies Act, 2013 as
may be applicable in this regard.
Subsidiaries and Associates
Company doesn't have any Subsidiaries or Associates Company.
Material Subsidiaries
Pursuant to Regulation 24 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company is require to
formulate a policy for determining material subsidiaries but the same Clause is not
applicable on Company as Company doesn't have any Subsidiary Company.
Management Discussion and Analysis
A separate chapter on Management Discussion and Analysis is given in this Annual
Report.
Dividend
Considering the facts and prevailing circumstances, your directors have not recommended
any dividend for the financial year 2016-17.
Reserves
In the above disclosure, General reserves are negative and equity has been eroded.
Public Deposits
During the F.Y. 2016-17, your Company has not accepted any deposits within the meaning
of Sections 73 and 76 Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 and as such no amount of principal or interest was outstanding as on date of
the Balance Sheet.
Corporate Governance
A separate report on Corporate Governance along with the General Shareholders
Information, as prescribed under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is annexed as a part of the
Annual Report along with the Auditor's Governance. Certificate
Extract of Annual Return
The details forming part of the extract of the Annual Return in the 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
A" to this report.
Particulars of loans, guarantees or investments
The Net Worth of the Company is zero and Company has not given any loans or guarantee
or investment under the provision of section 186 of the Companies Act, 2013.
Meetings of the Board and Committees
The details in respect to the number of Board and Committees meetings of your Company
are set out in the Corporate Governance Report which forms part of this Report.
Audit Committee
Pursuant to the provisions of Section 177 of Companies Act, 2013, the Audit Committee
of the Company consisting of requisite number of Directors, Mr. Aditya Tulshan as
Chairman, Mr. Jagdish Prasad Chokhani and Mr. Shiv Kumar Mandelia as members. However Mr.
Aditya Tulshan Resigned from his office of directorship w.e.f- 24.05.2017 and Mr. Vinesh
Bansal has been appointed in his place.
Board of Directors of the Company has duly accepted the recommendations of Audit
Committee during financial year 2016-17.
Vigil Mechanism
The Company has established a Vigil Mechanism / Whistle Blower Policy. The purpose of
this mechanism is to provide a framework to report concerns about unethical behavior,
actual or suspected fraud or violation of the Company's code of conduct or ethics policy
and provide adequate safeguards against victimization of the person availing this
mechanism. This Policy has been appropriately communicated within the organization and is
effectively operational. The policy provides mechanism whereby whistle blower may send
protected disclosures directly to the Chairman of Audit Committee or Ethics Officer.
Risk Management
As per the requirement of Regulation 17 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the company should
lay down the procedures to inform Board members about the risk assessment and minimization
procedures and the Board was responsible for framing, implementing and monitoring the risk
management plan for the company. The Company has developed and implemented a Risk
Management Policy to identify and mitigate key risks that may threaten the existence of
the Company.
However it is to be noted that company's courier business has been suspended since
1998.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to
financial statements. Such system has been designed to provide for :
• Adoption of accounting policies in applicable accounting standards.
• Proper recording of transactions with checks and reporting mechanism.
• Compliance with applicable statutes, management policies and procedures.
The management of your Company periodically reviews the financial performance against
the approved plans across various parameters and takes necessary action, wherever
necessary. However trading of the Company has been suspended since 1998 but the Company
has to incur continuous expenses while income is less which is arrived on rendering
consultancy services.
MATERIAL TRANSACTION
There has been no significant business operations in the Company for last many years.
The trading in the shares of the Company is also suspended at BSE for last many years. As
no revival plan could be worked out for the Company, the Board of Directors at its meeting
held on 1st December, 2017 approved the proposal to wind up the affairs of Chokhani Global
Express Limited (the ‘Company'), by way of voluntary liquidation in accordance with
the provision of section 59 and other applicable provisions of the Insolvency and
Bankruptcy Code, 2016 read with the Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017 and the provisions of the Companies Act, 2013 as
may be applicable in this regard.
The Board of Directors having made full enquiry into the affairs of the Company have
formed an opinion that the Company will be able to pay-off its debts in full from the
proceeds of the assets to be sold in the voluntary liquidation. In this regard, the
directors have made a declaration of solvency duly verified by an affidavit. The record of
business operations including annual return, records, documents, report etc. as prepared
under section 134 and the audited financial statements for financial yearwith ended 31st
March, 2017 and the also the audited financial statement for the period from 1st April,
2017 to 20th November 2017 have been duly approved and taken into consideration by the
Board of Directors at the time of considering the proposal of voluntary liquidation of the
Company
Liquidation, if failed in restructuring
There was no fraud by the Company during the financial year 2016-17, which has been
noticed (or) reported during the course of our Audit by the Auditors under section 12 of
section 143 of Companies Act, 2013.
FRAUD REPORTED BY AUDITOR
There were no fraud by the Company during the financial year 2016-17, which has been
noticed (or) reported during the course of our Audit by the Auditors under section 12 of
section 143 of Companies Act, 2013.
Declaration of Independence
Your Company has received declaration from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules made thereunder as well as
Regulation 25 & 26 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The details of the familiarization programme for the Independent Directors have been
uploaded on the website of the Company and may be accessed through the link:
http://www.cge.co.in/ CGEL/Policy/Familiarisation_Programme%20
for%20Independent%20Directors.pdf
Details material orders of Significant passed by the Regulators or Courts or Tribunals
impacting going concern status and Company's operation in future
No significant and material order was passed by Regulators or Courts or Tribunals
during the year under review impacting the going concern status of your Company. However
Management of the Company has decided to go for voluntary winding up of the company
subject to approval of shareholders of the Company.
Directors and Key Managerial Personnel Appointments
During the financial year 2016-17 no appointments were made in the company as the
company was having the optimum combination of the board of directors. However Mr. Vinesh
Bansal appointed as an independent director in the Board meeting to be held on 16th May
2017.
In accordance with the provisions of Sections 149, 152 and other applicable provisions,
if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 Mrs. Rekha Suresh Goenka, Director is liable to retire by rotation
at the forthcoming Annual General Meeting.
Resignations
During the financial year 2016-17 no directors and key managerial personal resigned
however Mr. Aditya Tulshan has been resigned w.e.f 24.05.2017.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c), the Directors hereby state and confirm
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis; and
(e) the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of Companies Act, 2013 and Regulation 17 Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried out the annual evaluation of its own performance and that of its
Directors individually. The evaluation criteria as laid down by the Nomination &
Remuneration Committee included various aspects of the functioning of Board such as
composition, process & procedures including adequate & timely information,
attendance, delegation of responsibilities, decision-making; that : roles &
responsibilities including monitoring, benchmarking, feedback; stakeholder relationship
and committees.
The performance of individual Directors including the Chairman was evaluated on various
parameters such as knowledge & experience, interest of stakeholders, time devoted etc.
The evaluation process has been explained in the Corporate Governance Report of the Annual
Report. The evaluation of Independent Directors was based on aspects like participation in
& contribution to the Board decisions, knowledge & experience and judgment.
The Company recognizes and embraces the importance of diversity in the Board in its
success. We believe that a truly diverse Board will leverage difference in thought,
perspective, knowledge, skill, regional and industry experience, culture and geographical
background, age, ethnicity which will help us retain our competitive advantage.
COMPANIES CEASED OR BECOME SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE DURING THE YEAR
No Company is either ceased or become subsidiaries, joint ventures or associate Company
during the financial year 2016-17.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act,
2013, read with the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014, is given below. However, as per the provision of Section 136 of the Companies
Act, 2013, the Report and the Accounts are being sent to all members of the Company.
There is no remuneration paid to any Director or Managing Director of the company for
the financial year 2016-17 due to the prevailing condition of the Company, but only
Company Secretary is getting remuneration who was appointed on 1st February 2016. Thus
there is no relevance to disclose remuneration for making any comparison as per the
requirement of the provision of the Act and Rules made there under.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the Board on the recommendation
of the Nomination & Remuneration Committee is annexed with this Report as Annexure
"B"
Corporate Social Responsibility
Since Company's Business has been suspended since 1998, thus corporate social
responsibility (CSR) provision is not applicable to the company.
Internal Complaints Committee (Anti-Sexual Harassment Policy)
During the period under review, no complaints were received by the Internal Complaints
Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual
Harassment of Women at Workplace.
Related party transactions
Board has accorded its approval for entering into any related party transactions which
are in the ordinary course of business and at arm's length basis. The Company has
formulated a policy on Related Party Transactions on website of the Company and can be
accessed through the mentioned link http://www.cge.co.in/CGEL/
Policy/Related%20Party%20Policy.pdf.
Related party transactions (Form AOC- 2) pursuant to Section 134 (3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as entered
by the Company during financial year 2016-17 is annexed herewith as ‘Annexure C' to
this Report. Which states that only salary to KMP and sitting fee are paid during the
financial year 2016-17.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information as required by Section 134(3)(m) read with relevant rules of the Companies
Act, 2013, is set out as under :
Conservation of Energy
There is no operation of the company except consultancy services provided thus there is
no conservation of energy.
Technology absorption, adoption & innovation
N.A. (in view of (A) above)
| Foreign Exchange Earnings & outgo |
|
|
|
Current Year |
Previous Year |
|
(2016-17) |
(2015-16) |
| Earnings |
Nil |
Nil |
| Outgo |
Nil |
Nil |
Auditor and Auditor's Report
Statutory Auditors
M/s B.K. Shroff & Co., Chartered were appointed as Statutory Auditors Company in
the 25th Annual General of the Company to hold office till conclusion of 28th AGM. As
required under 33 of SEBI (LODR), 2015 & 2013, the Auditors have also confirmed they
hold a valid certificate issued by the Peer Review of the Institute of Accountants of
India.
The observations of the Auditors in the Report are explained, wherever necessary, in
the appropriate Notes to the Accounts.
Secretarial Auditor
IIn accordance with 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 Mr. Sapna Garg, ACS, Company Secretary in Practice and proprietor of
M/S Sapna Garg & Associates., Company Secretaries to conduct the Secretarial Audit of
your Company. The Secretarial Audit Report is annexed herewith as ‘Annexure D' to
this Report. The Secretarial Audit Report does not contain any qualifications,
reservations or adverse remark.
Acknowledgements
The Board hereby places on record its sincere appreciation for the continued assistance
and support extended to the Company by its collaborators, customers, bankers, vendors,
Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our
valued Shareholders
|
On behalf of the Board of Directors |
| Place: New Delhi |
|
| Dated : 01/12/2017 |
|
|
Jagdish Prasad Chokhani |
|
Chairman |
|
DIN : 00304040 |
|