11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
In the FY 2022-23, there were no material changes have been occurred which may have
impact on financial position of the Company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES
ACT, 2013:
The Company has not given any loan, guarantees or made any investments exceeding sixty
per cent of its paid-up share capital, free reserves and securities premium account or one
hundred per cent of its free reserves and securities premium account, whichever is more,
as prescribed in Section 186 of the Companies Act, 2013.
13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
According to Section 134(5)(e) of the Companies Act, 2013, the term "Internal
Financial Control (IFC)" means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to the
company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. The company has a well-placed, proper and adequate
Internal Financial Control System which ensures that all the assets are safeguarded and
protected and that the transactions are authorized recorded and reported correctly. To
further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from the top management to executive level.
The compliance relating to Internal Financial controls have been duly certified by the
statutory auditors.
14. CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Corporate Social Responsibility are not applicable on the Company.
Therefore, Company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014.
15. CORPORATE GOVERNANCE:
Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence,
report on Corporate Governance is not annexed.
16. INFORMATION ABOUT REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information & Statement of Particulars of employees pursuant to Section 197 of
the Companies Act, 2013 and Rule 5(1) and 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure I".
17. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
18. 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 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 non-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.
20. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE
EARNING & OUTGO
The particulars as prescribed under subsection (3)(m) of Section 134 of the Companies
Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith as "Annexure
II"
21. COMMITTEES OF THE BOARD AND OTHER COMMITTEES:
Currently, the Board has following committees: Audit Committee and Nomination &
Remuneration Committee.
Audit Committees:
The Audit Committee of the Company is constituted/re-constituted in line with Section
177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and
provide effective supervision of the management's financial reporting process, to ensure
accurate and timely disclosures, with the highest level of transparency, integrity, and
quality of Financial Reporting.
During the Financial Year under review 01 (One) meetings of the Audit Committee
were convened and held on 15th December, 2022.
During the year, all recommendations of the audit committee were approved by the Board
of Directors.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of the Company is constituted/re- constituted
in line with the provisions of Regulation 19 of SEBI (Listing Obligations and Disclosure
requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013. The
Nomination and Remuneration Committee recommends the appointment of Directors and
remuneration of such Directors. The level and structure of appointment and remuneration of
all Key Managerial personnel and Senior Management Personnel of the Company, as per the
Remuneration Policy, is also overseen by this Committee.
During the Financial Year under review 01 (One) meetings of the Nomination and
Remuneration Committee were convened and held on 15th December, 2022.
22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment, Remuneration and determine Directors' Independence of Directors
which inter-alia requires that composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors, KMP and senior management employees and the
Directors appointed shall be of high integrity with relevant expertise and experience so
as to have diverse Board and the Policy also lays down the positive attributes/criteria
while recommending the candidature for the appointment as Director.
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at www.chplindustriesltd.com
23. RISK MANAGEMENT:
The Company is taking every care for minimizing the risk involved in the manufacturing
process of the unit, business of dealers and agents and Investment Business. Our Company
believes that managing helps in maximizing returns. Responsible staff is employed to take
every care to minimize the risk factor in the factory. Our company does not have any
separate Risk Management Policy as the unit run by it is small in size and the elements of
risk threatening the company's existence is almost negligible.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year, there is transaction entered with related parties referred to in
Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts)
Rules, 2014 are annexed herewith at "Annexure-III".
25. NO FRAUDS REPORTED BY STATUTORY AUDITORS :
During the Financial Year 2022-23, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013.
26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, the Company does not have any Subsidiary, Joint Venture
or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013
relating to preparation of consolidated financial statements are not applicable.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of
the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has
formulated Whistle Blower Policy for vigil mechanism of Directors and employees to
report to the management about the unethical behavior, fraud or violation of Company's
code of conduct. The mechanism provides for adequate safeguards against victimization of
employees and Directors who use such mechanism and makes provision for direct access to
the chairman of the Audit Committee in exceptional cases. None of the personnel of the
Company have been denied access to the Audit Committee
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review no material orders have been passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in future.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibilities Statement, it is hereby confirmed:
(a) That in the preparation of the annual accounts for the financial year ended 31st
March, 2023 the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) That the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 or loss of the company for the year review;
(c) That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) That the directors had prepared the annual accounts for the financial year ended 31st
March, 2023 on a going concern basis;
(e) That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
(f) That the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
30. AUDITORS & AUDITORS REPORT:
Statutory Auditor:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter,
M/S. Ramanand & Associates, Chartered Accountants, Firm Registration No: 117776W were
appointed as Statutory Auditors of the company till the Annual General Meeting (AGM) to be
held in the year 2026.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Vikas Verma Managing Partner of M/s. Vikas Verma & Associates,
Practicing Company Secretary, to carry out Secretarial Audit for the financial year
2022-23. The Secretarial Audit report is annexed as "Annexure - IV" to
this Report. The report does not contain any qualifications.
Cost auditors:
Pursuant to Section 148 of the Companies Act, 2013 maintenance of cost accounts and
requirement of cost audit is not applicable on your company and requirement of cost audit
is not applicable
Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and
its Powers) Rules, 2014; the Board has appointed Ms. Binita Devang Shah as the internal
auditors of the Company for the financial year 2022-23.
31. SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
32. ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company www.chplindustriesltd.com.
33. FAMILIARISATION PROGRAMMES
The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarisation
programme for Independent Directors is disclosed on the Company's website www.chplindustriesltd.com.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report
as "Annexure - V".
35. CODE OF CONDUCT:
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decision-making in conduct of professional work. The Code of
Conduct
enjoins that each individual in the organization must know and respect existing laws,
accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.
36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual
harassment. During the financial year under review, the Company has not received any
complaints of sexual harassment from any of the women employees of the Company.
37. STATEMENT ON OTHER COMPLIANCES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or
otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
d. Neither the Managing Director nor any of the Whole-time Directors of the Company
receive any remuneration or commission.
38. ACKNOWLEDGEMENT:
The Directors wish to convey their appreciation to all of the Company's employees for
their contribution towards the Company's performance. The Directors would also like to
thank the shareholders, employee unions, customers, dealers, suppliers, bankers,
governments and all other business associates for their continuous support to the Company
and their confidence in its management.