To,
The Members,
Chordia Food Products Limited
The Directors have pleasure in presenting the 41st
Annual Report together with the Audited Statement of Accounts of the Company for the
Financial Year ended 31st March, 2023.
1. A] HIGHLIGHTS OF EVENTS OCCURRED DURING THE FINANCIAL YEAR
UNDER REPORT: a) During the Financial Year under Report, the Hon'ble National
Company Law Tribunal, Mumbai Bench approved the Scheme of Demerger vide its Order dated 1st
July, 2022 for Demerger of Food Division of Chordia Food Products Limited [CFPL/Company]
into Aveer Foods Limited [AFL]. Accordingly, the Food Business of the Company was demerged
into the AFL w.e.f. 20th July, 2022. b) AFL was a 100% Subsidiary of the
Company. AFL ceased to be the subsidiary of the Company w.e.f. 20th
July, 2022. c) Pursuant to the Scheme of Demerger, the then shareholders as appearing in
the Register of Members on Record Date i.e. 4th August, 2022 of the
Company were allotted 1 (One) Equity share of
10/- each fully paid up in AFL for every 1 (One) Equity Share of
10/- each fully paid up held in the Company. The said Equity Shares were allotted by AFL
on 4th August, 2022.
In case any of the shareholder of the Company has not received credit
to his/her Demat Account, they are requested to directly contact with the Officials of
Aveer Foods Limited.
B] HIGHLIGHTS OF EVENTS OCCURRED AFTER THE CLOSE OF FY 2022-2023 TILL
THE DATE OF THIS 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 is 71.82% and that of RHC Group is Nil.
b) Pursuant to Clause 9.12 of the Scheme of Demerger duly approved by Hon'ble NCLT,
Mumbai Bench vide its Order dated 1st July, 2022 the shareholders
reclassified of RHC Group are to be from Promoter/
Promoter Group category to Public Category. Additionally, Dr. Pravin
Chordia, the member of Promoter/Promoter Group has voluntarily applied to the Company vide
his Intimation letter dated 14th August, 2023 for reclassification from
Promoter/
Promoter Group category shareholder to Public Category shareholder.
Accordingly, necessary
Resolution for reclassification of Promoters of RHC
Group and Dr. Pravin Chordia, from Promoter/ Promoter Group category
shareholders to Public Category shareholders is recommended for your approval.
2. FINANCIAL RESULTS
As informed above, Aveer Foods Limited ceased to be the 100% Subsidiary
Company of the Company w.e.f. 20th July,
2022 as an effect of Demerger of Food Division of Chordia
Food Products Limited into Aveer Foods Limited. The Scheme of
Arrangement between Chordia Food Products Ltd (Demerged Company) and Aveer Foods Ltd
(Resulting Company) for the Demerger of the Food Division (Demerged Undertaking) of the
Demerged Company into the Resulting
Company has received the final approval from the Hon'ble
National Company Law Tribunal (NCLT) vide order dated 1st
July, 2022, and the Scheme has become effective from the date of filing
the Form INC-28 with the ROC i.e., on 20th July 2022. The appointed date
for the said scheme of demerger was 1st April, 2020. The Company has
given effect to the aforesaid demerger in accordance with the accounting treatment
prescribed in the Scheme and relevant accounting standards.
The previous year figures as given below and in the Financial
Statements are from the Restated Financial Statements, drawn from the
relevant Accounting Standards and hence, will differ from the figures mentioned in the
previous year's
Annual Report.
The Standalone Financial Results for the Financial Year ended 31st
March, 2023 are briefly given below: -
( in Lakhs)
Particulars |
2022-2023 |
2021-2022 |
Revenue from Operations & Other Income |
288.79 |
261.44 |
Profit before Depreciation & Interest |
130.04 |
106.79 |
Less:- Depreciation |
88.79 |
88.71 |
Interest/Finance cost |
15.78 |
22.03 |
Profit before exceptional Item |
25.47 |
(3.95) |
Profit before Tax |
25.47 |
(3.95) |
Current Tax |
16.78 |
- |
Deferred Tax |
(10.39) |
- |
Total Tax Expenses |
6.39 |
- |
Profit after Taxation for the Year |
19.08 |
(3.95) |
3. COMPANY'S AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION
& ANALYSIS REPORT
Financial and Present Performance
As informed earlier, with the Demerger coming into effect, the main
focus of the Company is on the Food Infrastructure Business. Accordingly, the Revenue form
Operations and
Profit earned by the Company during the Financial Year
2022-2023 is from providing Food Infrastructure Services. During the
Financial Year under review, the Revenue from Operations of the Company was 285.78 Lakh,
as against 261.44 Lakh of the previous Financial Year which consists of the income from
Food Infrastructure Business.
The Company has earned a Profit after Tax of 19.08 Lakh as against
the Loss of 3.95 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. With the Demerger, the Company intends to focus on the maximum
utilization of these Infrastructure 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 Ratio, along with
detailed explanation thereof has been given in Note No. 29 under the head Financial
Ratio' of the Financial Statements for FY 2022-2023.
5. TRANSFER TO RESERVES
Profit The Board has decided to retain the entire amount for the
Financial Year 2022-2023 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 31st March 2023.
7. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to
management discussion and analysis, describing the Company's objectives, notification
projections, estimates and expectations may constitute notification "forward looking
statements" 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)
A. During the financial year under report, following are the changes in
the Directors/KMPs.
1) Mr. Hukmichand Chordia, the Founder Promoter and the Chairman of the
Company ceased to be the Chairman/ Director of the Company on 3rd June,
2022 due to his sad demise. The Company puts on record its gratitude for his priceless
contribution towards the establishment and growth of the Business as the Founder Promoter
of the Company. His contributions are the foundation on which the Company stands strong
today and shall forever be grateful for his contributions.
2) Mr. Pradeep Chordia, was re-appointed as the Chairman & Managing
Director of the Company for a further term of 3 (Three) years w.e.f. 1st
October, 2022 till 30th September, 2025 in the Annual General Meeting
held on 28th September, 2022.
3) Mr. Vijaykumar Chandulal Kankaliya and Dr. Ajitkumar Harichand
Mandlecha resigned as the Independent Directors of the Company w.e.f. 20th
July, 2022.
4) Mr. Bapu Ramchandra Gavhane resigned as the Whole Time Director
& CFO of the Company w.e.f. 20th July, 2022.
5) Mrs. Tejashree Wagholikar resigned as the Company
Secretary & Compliance Officer of the Company with effect from 20th
July, 2022.
6) Mrs. Pinal Minesh Shah was appointed as Additional Woman Independent
Director and Mr. Sanjog Jain was appointed as an Additional Director of the Company on 20th
July, 2022 and their term of appointment were regularized in the Annual General Meeting
held on 28th September, 2022.
7) Mrs. Nanda Babar was appointed as Chief Financial Officer (CFO) of
the Company w.e.f. 20th July, 2022. On her resignation as CFO, Mrs.
Rupali Darwatkar was appointed as CFO w.e.f. 25th April, 2023.
8) Mrs. Asha Abhijeet Korde was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 20th July, 2022.
9) Accordingly, all the Committees of the Board of Directors formed
under Companies Act, 2013 and SEBI (Listing Obligations & Disclosures Requirements)
Regulations, 2015 are reconstituted w.e.f. 20th July, 2022.
10) Mrs. Zalak Neil Shah was re-appointed as a Woman Independent
Director of the Company for a further period of 5 years w.e.f. 28th
September, 2022 to 27th September, 2027 in the Extra Ordinary General
Meeting held on 26th December, 2022.
9. PUBLIC DEPOSITS
During the Financial Year 2022-2023, 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 dated 22nd
January, 2019 read with further 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 2022-2023 as well as for
the Financial Year 2023-2024 have been paid to BSE Limited, where your Company's
Shares are listed.
12. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND
ASSOCIATE COMPANIES
Aveer Foods Limited was the 100% Subsidiary Company of the Company.
Pursuant to the Scheme of Arrangement between Chordia Food Products Limited and Aveer
Foods Limited which was approved by the Hon'ble National Company Law Tribunal, Mumbai
Bench (NCLT) vide its Order dated 1st July, 2022, the said relationship
of Holding and Subsidiary Company ceased to be operative w.e.f. 20th July,
2022.
Thus, as on date there is no Holding, Subsidiary or Joint Venture
Company of the Company.
13. EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 134 read with Section 92(3) 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 20222023 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,
2023 was 4,02,82,520/- comprising of 40,28,252 Equity Shares of 10/- each. The Company
does not have any shares with 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 2022-2023, Ten (10) Board Meetings, Five (5)
Audit Committee meetings, Three (3) Nomination and Remuneration Committee meetings, Two
(2) Stakeholders Relationship Committee meetings and Two (2) General Meetings 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 2023. 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, 2023 the applicable
Accounting Standards have been followed and there were no material departures; b)
Accounting Policies as mentioned in PartB 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, 2023 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 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 2022-2023.
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 was appointed as
the Statutory Auditor of the Company, for a period of 5 (Five) Years i.e. up to 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 31st March, 2027. He has
certified that he is eligible disqualified for appointment and not for appointment
under the provisions of the Companies Act, 2013 and the Chartered Accountants Act, 1949
and the rules and regulations made thereunder. He has further certified that there are no
proceeding pending against him with respect to professional matter of conduct. He has also
undergone Peer Review under the Regulations of Institute of Chartered Accountants of India
and has been allotted Peer Review Certificate No.: 015422.
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.: 1503/2021 to conduct the Secretarial Audit of your Company for the FY
2022-2023. Ghatpande & Ghatpande Associates were appointed as Secretarial Auditors of
the Company for 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. Non-compliance with
provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading)
Regulations, 2015 in connection with the compliance with installation of designated
Structured Digital Database (SDD) Software. Accordingly, the Company had received a Show
Cause Notice from BSE Ltd.
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/Advance 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 Equity Shares made by the
Company as on 31st March, 2023 (including Investments made in the
previous years) in quoted and unquoted Shares are as under:-
Name of Entity |
Amount as |
Amount as |
|
at 31st March, |
at 31st March, |
|
2023 (Amt. in |
2022 (Amt. in |
|
Lakhs) |
Lakhs) |
Unquoted |
|
|
1,000 Shares of Rupee Co- |
0.50 |
0.50 |
op. Bank Ltd. of 50/- each |
|
|
TOTAL |
0.50 |
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.
The details of material changes and commitments between the date of the
balance sheet and the date of this Report have already been described in Point No. 1[B]
above. Apart from the aforesaid changes, there have been no other 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-POLICY.pdf.
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.
During the Financial Year under Report, as informed earlier, the Scheme
of Arrangement for Demerger between Company and Aveer Foods Limited has been approved by
the Hon'ble National Company Law Tribunal, Mumbai Bench vide its Order dated 1st
July, 2022. The said Order has been made effective from 20th July, 2022.
Accordingly, the Food Division [Demerged Undertaking] of Chordia Food Products Limited
[Demerged Company] has been Demerged into Aveer Foods Limited [Resulting Company] and the
Food Infra Division and Other Food Business of the Company shall continue in the Company
i.e. Chordia Food Products Limited.
Apart from that there is no change in the nature of Business of the
Company during the financial year under Report.
28. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED
OR HAVE RESIGNED DURING THE YEAR
The details of Directors or Key Managerial Personnel who were appointed
or have resigned during the financial year have been detailed in Point No. 8 above.
29. DIRECTORS PROPOSED TO BE RE-APPOINTED 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 Non-
Executive 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.
30. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee under Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been mentioned in the Corporate Governance Report
annexed to this Report.
During the Financial Year under Report, in consideration of the
approval of Scheme of Arrangement for Demerger between Company and Aveer Foods Limited by
the Hon'ble National Company Law Tribunal, Mumbai Bench vide its Order dated 1st
July, 2022, the Company has reconstituted the Audit Committee due to the change in the
constitution of the Board of Directors of the Company w.e.f. 20th July,
2022. Accordingly, the present constitution of the Audit Committee is as below:
1) Ms. Zalak Shah- Chairperson |
2) Ms. Pinal Shah - Member |
3) Mr. Pradeep Chordia-Member |
31. 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.
32. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS
During the Financial Year under Report, Hon'ble National Company
Law Tribunal, Mumbai Bench has approved the Scheme of Arrangement between Chordia Food
Products Limited [Demerged Company/CFPL] and Aveer Foods Limited [Resulting Company] and
their respective Shareholders, vide its Order dated 1st July, 2022,
where the Food Division of CFPL got demerged into Aveer Foods Limited with Appointed Date
as 1st April, 2020. The said
Order has been made effective from 20th July, 2022.
Apart from the above, the Company has not received any
significant/material orders from any Regulator, Court & Tribunals impacting the going
concern status of your Company and its operations in future.
>33. CASH FLOW
The Cash Flow Statement for the Financial Year ended 31st
March, 2023 is attached to the Financial Statements.
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. 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 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: 14th
August, 2023 [DIN: 00389681]
ANNEXURE -I
(FORM MR-3)
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
Chordia Food Products Limited,
Plot No 399/400 S. No. 398 Sangvi, Shirwal, Dist. Satara 412801
We have conducted the Secretarial Audit of the compliances of
applicable statutory provisions and the adherence to good Corporate Practices by Chordia
Food Products Limited (hereinafter called the Company'). Secretarial Audit was
conducted in accordance with the ICSI Auditing Standards [CSAS-1 to CSAS-4] issued by the
Institute of Company Secretaries of India and made applicable w.e.f. 1st
April, 2021 and in a manner that provided us a reasonable basis for evaluating the
corporate conducts /statutory compliances and expressing our opinion thereon.
Based our limited of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and opinions sought by
the Company and which are relied upon by us and also the information provided by the
Company, its officers, agents and authorized representatives during the
conduct of Secretarial Audit, We hereby report that in our opinion, the Company has,
during the Audit Period covering the Financial Year ended on 31st March,
2023 (Audit Period) complied with the statutory provisions listed hereunder and also that
the Company has established and maintained proper Board-processes and compliance-mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter:
We report that the maintenance of proper and updated Books, Papers,
Minute Book, filing of Forms and Returns with applicable regulatory authorities and
maintaining other records is the responsibility of the management and of the Company. Our
responsibility is to verify the contents of the Documents produced before us, make
objective evaluation of the contents, in respect of compliance and report thereon.
We have examined on test check basis (Excluding the Books of Accounts
whether maintained Physically or Electronically) the
Registers, Books, Papers, Minutes Book, Forms and Returns filed and
other records maintained by the Company and produced before us for the Audit Period i.e.
Financial Year ended as on 31st March, 2023 as per the provisions
of:-(i) The Companies Act, 2013 (the Act) and the Rules made there under; (ii) The
Securities Contracts (Regulation) Act, 1956 (SCRA') and the Rules made there
under; (iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there
under; (iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there
under to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment (ODI)
and External Commercial Borrowings (ECB); (*) (v) The following Regulations and Guidelines
prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI
Act'): a) The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (*)
d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; (*) e) The Securities and Exchange Board of
India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (*) f) The
Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 and dealing with client; g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021; (*) h) The Securities and Exchange Board
of India (Buyback of Securities) Regulations, 2018 (*) i) The Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
(*) There were no events/ actions occurred during the Financial Year
under the report which attracts the provisions of these Act/ Regulations/Guidelines, hence
the same were not applicable.
(vi) At the starting of the Financial Year 2022-2023, the Company was
engaged in the business of Manufacturing of Processed Food Products and providing of Food
Infra, facilities. Pursuant to approval of the Scheme of Arrangement for Demerger of
"Food Division" of Chordia Food Products Limited [Demerged Company] into Aveer
Foods Limited [Resulting Company] by Hon'ble National Company Law Tribunal, Mumbai
Bench vide its Order dated 1st July, 2022 the Food Division of the
Company is demerged in Aveer Foods Limited and hence, the Company is left only with the
business of providing Food infra facilities and other Food business.
We were informed that the following Acts and Regulations were
specifically applicable to the Company for its Food Business. There are no specific Acts
applicable to the Company for its Food Infra Business. We have relied on the
Representation made by the Company and its Officers in respect of Systems and mechanism
formed / followed by the Company for the compliance of the same.
Food Safety and Standards Act, 2006,
Food Safety and Standards Rules, 2011
Food Safety and Standards (Packaging and Labeling) Regulations,
2011; and
Legal Metrology Act, 2009.
We have also examined compliances with the applicable clauses of the
following and have to report that: -
(i) Secretarial Standards with regard to Meeting of the Board of
Directors [SS-1], General Meetings [SS-2], Dividends[SS-3] (Not applicable to the Company
since the Company has not declared and paid any Dividend during the Audit Period) and
Report of the Board of Directors [SS-4] issued by the Institute of Company Secretaries of
India, have been complied with.
(ii) We have checked the compliance with the provisions of The Listing
Agreement entered into by the Company with BSE Ltd., [Bombay Stock Exchange]. The Company
has complied with the provisions of Corporate Governance specified in Regulation 15(2) of
SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015. We are of the
view that the Company has complied with the Secretarial functions and Board processes to
comply with the applicable provisions.
We further Report that:-
(i) During the Financial Year under Report, Hon'ble National
Company Law Tribunal, Mumbai Bench has approved the Scheme of Arrangement between Chordia
Food Products Limited [Demerged Company] and Aveer Foods Limited [Resulting Company] and
their respective Shareholders, vide its Order dated 1st July, 2022,
where the Food Division of CFPL got demerged into Aveer Foods Limited with Appointed Date
as 1st April, 2020 and Effective Date as 20th July,
2022.
(ii) Aveer Foods Limited (AFL) was a 100% Subsidiary of the Company.
AFL ceased to be the subsidiary of the Company w.e.f. 20th July, 2022
and accordingly, the Investment made in AFL has been cancelled and extinguished w.e.f. 20th
July, 2022.
(iii) Upon coming into of this Scheme and in consideration of Demerger
of Food Division' (Demerged undertaking) of the
Company, Aveer Foods Limited allotted 40,28,252 Equity Shares of 10/-
each to the Shareholders of the Company whose name appeared in the register of members of
the Company as on the Record Date i.e. on 4th August, 2022. The said
Equity Shares were allotted in the ratio of 1 (One) Equity Share for every 1 (One) Equity
Share held in the Company. The said allotment was completed by the Board of Directors of
Aveer Foods Limited in its meeting held on 4th August, 2022.
(iv) During the Financial Year under Report, Mr. Hukmichand Chordia the
Chairman & Promoter of the Company ceased to be a Director of the Company on 3rd
June, 2022 due to his death. Dr. Ajitkumar Harichand Mandlecha and Mr. Vijaykumar
Chandulal Kankaliya resigned as the Independent Directors of the Company w.e.f. 20th
July, 2022. Mr. Bapu Ramchandra Gavhane resigned as the Director & CFO of the Company
w.e.f. 20th July, 2022.
(v) During the Financial Year under Report, Ms. Pinal Minesh Shah and
Mr. Sanjog Jain were appointed as the Additional Directors of the Company w.e.f. 20th
July, 2022 and in the Annual General Meeting held on 28th September,
2022 their term of Directorship was regularized.
(vi) During the Financial Year under Report, in consideration of the
approval of the Scheme of Demerger, the Company had reconstituted its existing Committees
of Board of Directors due to the change in the constitution of the Board of Directors of
the Company w.e.f. 20th July, 2022.
(vii) During the Financial Year under Report, Mrs. Tejashree Wagholikar
resigned as the Company Secretary & Compliance Officer of the Company. Mrs. Nanda
Babar was appointed as the Chief Financial Officer and Mrs. Asha Abhijeet Korde was
appointed as the Company Secretary and Compliance Officer of the Company.
(viii) During the Financial Year under Report, Mrs. Zalak Neil Shah was
re-appointed as a Woman Independent Director of the Company for a further period of 5
(Five) Years w.e.f. 28th September, 2022 to 27th
September, 2027 in the Extra Ordinary General Meeting held on 26th
December, 2022.
(ix) During the current Financial Year i.e. 2023-2024, Mrs. Nanda Babar
resigned as Chief Financial Officer (CFO) w.e.f. 24th April, 2023 and
Ms. Rupali Shankar Darwatkar was appointed as Chief Financial Officer (CFO) of the Company
w.e.f. 25th April, 2023.
(x) During the Current Financial Year i.e. 2023-2024, the total 1,866
Equity Shares held by the Promoter Shareholders viz. Mrs. Kamalabai Hukmichand Chordia and
Mr. Hukmichand Chordia (933 Equity Shares each) were transmitted in favor of Mr. Pradeep
Hukmichand Chordia.
(xi) During the Current Financial Year i.e. 2023-2024, 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 effect for Inter-Se transfer of
Shares amongst two Group of Promoters viz., RHC Group and PHC Group were effected.
(xii) During the Current Financial Year i.e. 2023-2024, pursuant to
Clause 9.12 of the Scheme of Demerger duly approved by Hon'ble NCLT, Mumbai Bench
vide its Order dated 1st July, 2022 the shareholders of RHC Group are to
be reclassified from Promoter/Promoter Group category to Public Category. As informed to
us, the Company is taking necessary steps in this connection.
(xiii) The Company had received the correspondence from BSE Ltd., on 20th
May, 2022 imposing the fine of 1,80,000/- (plus GST) for Non-compliance with the
constitution of Nomination and Remuneration Committee. The Company had replied vide its
Letter dated 2nd June, 2022 and 10th June, 2022
informing that there was no non-compliance in the constitution of the Nomination and
Remuneration Committee, however the wrong reporting was done to BSE Ltd. in the Corporate
Governance Report for the Quarter ended 31st December, 2021. Since then,
there is no correspondence of BSE Ltd. on the subject and the Company has not paid any
fine. We also certify that there was no violation of the Company in constitution of the
Nomination and Remuneration Committee.
(xiv) Non-compliance with provisions of Reg. 3(5) and/or Reg. 3(6) of
SEBI (Prohibition of Insider Trading) Regulations, 2015. a) The Company was maintaining
the Unpublished Price Sensitive Information (UPSI) in the database maintained with
Chairman & Managing Director along with the copy to the Chairman of the Audit
Committee who happens to be an Independent Director. Company had maintained such UPSI
manually, considering the small size and scale of the Company. b) Recently on 19th
June, 2023 the Company has installed the designated SDD Software and as such, has complied
with the same as of date. c) However, as on 31st March, 2023 the period
for which this Report is prepared, the compliance for the same was not done by installing
the designated SDD Software and it was complied in a PDF File maintained with Chairman
& Managing Director. However, all the said data maintained in other than SDD format
has since been transferred to the designated SDD Software, and as on date the Company is
SDD compliant.
We further report that the compliance by the Company of applicable
Financial Laws, like Direct and Indirect Tax Laws, has not been reviewed in this Audit
since the same have been subject to review by Statutory Financial Auditor and other
Designated Professionals.
We further report that:-
(i) The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
During the Financial Year under Report, there was no change in the composition of the
Board of Directors of the Company. None of the Directors of the Company have been debarred
or disqualified from being appointed or continuing as the Directors of the Companies by
The Securities and Exchange Board of India [SEBI], Ministry of Corporate Affairs,
Government of India [MCA] or any such other statutory Authority. Out of the Independent
Directors, Mrs. Pinal Shah has so far not registered on the Independent
Director's Data Bank' introduced by the Indian Institute of Corporate Affairs.
(ii) Adequate notices were given to all Directors for convening the
Board Meetings, Agenda and detailed Notes on Agenda were generally sent at least seven
days in advance, and a system exists for seeking and obtaining further information and
clarifications on the Agenda items before the meeting and for meaningful participation at
the meeting.
(iii) Based on the representations made by the Company and its
Officers, we report that all the decisions in the Board / Committee Meetings were carried
unanimously as recorded in the Minutes of the meetings of Board of Directors or Committees
of the Board, as the case may be.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable Laws, Rules, Regulations and Guidelines.
We further report that during the Audit Period there is no event/action
having a major bearing on the Company's affairs, except for the approval of the
Scheme of Arrangement for Demerger of "Food Division" of Chordia Food Products
Limited [Demerged Company] into Aveer Foods Limited [Resulting Company].
|
For Ghatpande & Ghatpande Associates |
|
Company Secretaries |
|
Shekhar Ghatpande |
|
Partner |
|
FCS No. 1659/CP No. 782 |
|
FRN: P2019MH077200 |
Date: 14/08/2023 |
Peer Review No.: 1503/2021 |
Place: Pune |
UDIN: F001659E000805990 |
This Report is to be read with our letter of even date which is annexed
as Annexure A and Forms an integral part of this report.
Annexure A' to the Secretarial Audit Report of Chordia Food
Products Limited
To,
The Members
Chordia Food Products Limited, Plot No 399/400 S. No. 398 Sangvi,
Shirwal, Dist. Satara 412801
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial Record is the responsibility of the
Management of the Company. Our responsibility is to express an opinion on these
Secretarial Records based on our Audit.
2. We have followed the Audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial Records. The verification was done on test basis to ensure that correct facts
are reflected in Secretarial Records. We believe that the processes and practices,
followed by us provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
Financial Statements / Records and Books of Accounts of the
Company, since the same have been subject to review by Statutory
Financial Auditor and other Designated Professionals.
4. Wherever required, we have obtained the Management representation
about the compliance of Laws, Rules and Regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
Laws, Rules, Regulations, Standards is the responsibility of
Management. Our examination was limited to the verification of
procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
Management has conducted the affairs of the Company.
|
For Ghatpande & Ghatpande Associates |
|
Company Secretaries |
|
Shekhar Ghatpande |
|
Partner |
|
FCS No. 1659/CP No. 782 |
|
FRN: P2019MH077200 |
Date: 14/08/2023 |
Peer Review No.: 1503/2021 |
Place: Pune |
UDIN: F001659E000805990 |
ANNEXURE- II FORM NO. AOC -2
[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.]
Form for Disclosure of particulars of contracts/arrangements entered
into by the Company with related parties referred to in Sub Section (1) of Section 188 of
the Companies Act, 2013 including certain Arm's length transactions under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at
Arm's length basis.
There were no contracts/ arrangements/transactions entered into during
the Financial Year under Report, which were not at Arm's length basis.
2. Details of contracts or arrangements or transactions at
Arm's length basis
( in lakhs)
Sr. No. Name (s) of the
related party |
Nature of Relationship |
Nature of contracts/
arrangements/ transaction |
Amount during the FY
2021-2022 |
1 Pravin Masalewale |
Partnership in which
Relatives of the Promoter Director is the Partner. |
Sales of Services |
168.42 |
2 Dhanyakumar & Co. |
Partnership in which
Relatives of the Promoter Director is the Partner. |
Sales of Services |
0.08 |
3 Adya Herbal |
Partnership in which relative
of Promoter Director is Partner |
Sales of Services |
0.18 |
4 Adya Herbal Private Limited |
Company in which the Promoter
Director is the Relative of the Promoter Director of the Company |
Sales of Services |
0.13 |
5 Aveer Foods Limited |
Company in which the Promoter
Director is the Relative of the Promoter Director of the Company |
Sales of Services |
116.97 |
6 Mrs. Pinal Shah |
Woman Independent Director |
Sitting fees |
0.16 |
7 Mr. Sanjog Jain |
Non-Executive Director |
Sitting fees |
0.12 |
8 Mr. Vijaykumar Kankaliya |
Independent Director |
Sitting fees |
0.09 |
9 Dr. Ajitkumar Mandlecha |
Independent Director |
Sitting fees |
0.09 |
10 Mrs. Zalak Shah |
Woman Independent Director |
Sitting fees |
0.25 |
Notes:
1) All the transactions are on the Arm's Length basis during the
normal course of business.
2) In consideration of approval of Scheme of Arrangement for Demerger
of Food Division (Demerged Undertaking) of the Company into Aveer Foods Limited, the
Company had sought fresh omnibus approval of the Shareholders in the Annual General
Meeting held on 28th September, 2022, in respect of the Related Party
Transaction for a period of 5 Years with effect from 1st August, 2022
i.e. up to 31st July, 2027, in supersession of the earlier Resolution
passed in the Annual General Meeting held on 28th September, 2018.
3) The Transactions entered into with these parties during FY 2022-2023
have been approved by Board of Directors and Audit Committee from time to time.
4) No amount is paid/received as Advance against these transactions.
ANNEXURE III
PARTICULARS OF EMPLOYEES AND INFORMATION
[Pursuant to the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of the Managerial
Personnel) Rules, 2014]
Sr. No. Information
required |
Input |
1. The Ratio of Remuneration
of each Director to the median remuneration of the employees of the Company for the
Financial Year. |
The Company has not paid any
Remuneration to the Chairman & Managing Director and hence not applicable. |
2. The percentage increase in
Remuneration of each Director, Chief Financial Officer, Company Secretary, or Manager if
any in the financial year. |
The Company has not paid any
Remuneration to the Chairman & Managing Director and that the Company after the
demerger, has recruited the fresh appointments of Chief Financial Officer and Company
Secretary during the Financial Year. Hence not applicable. |
3. The percentage increase in
the Median Remuneration of Employees in the Financial Year. |
The Company basically is the
infrastructure provider and hence requires low manpower of unskilled nature. Hence not
furnished. |
4. The number of Permanent Employees on the
roll of Company |
10 (Ten) |
5. Average percentile
increases already made in the salaries of employees other than the managerial personnel in
the last Financial Year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the Managerial Remuneration. |
Not Applicable as no
Managerial Remuneration has been paid. |
6. The Key Parameters for any
variable component of Remuneration availed by the Directors |
Not Applicable as no
Managerial Remuneration has been paid. |
7. Affirmation that the
Remuneration is as per the Remuneration Policy of the Company. |
Not Applicable as no
Managerial Remuneration has been paid. |
No employee of the Company was in receipt of remuneration aggregating
to 102/- Lakh or more per year or 8.50 Lakh or more per month when employed for a part
of the year and the particulars as required under Rule 5(2) of Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014.
|