To,
The Members,
Chaman Lal Setia Exports Ltd.
P.O Central Jail, Mirankot Road Amritsar-143002
Your Director's take pleasure in presenting before you the 29th
Annual Report on the business and operations of the Company, together with the Audited
Financial Statements for the financial year ended 31.03.2023
1. OVERVIEW OF FINANCIAL PERFORMANCE AND BUSINESS OPERATIONS
The financial and operating highlights for the year under review,
compared with the previous Financial years, are given below:-
The Company's financial performance, for the year ended March 31st,
2023 is summarized below
(Rs in Lacs, except as stated)
| Particulars |
FY 2022-2023 |
FY 2021-2022 |
| Revenue From Operations |
138734.63 |
93249.03 |
| Other Income |
1147.71 |
387.03 |
| Total Income |
139882.34 |
93636.06 |
| Profit before Interest & Depreciation |
17035.88 |
. 9908.16 |
| Interest |
728.21 |
678.34 |
| Provision For Depreciation |
587.63 |
525.28 |
| Profit before Tax |
15720.04 |
8704.54 |
| Less Provisions for taxation |
3953.25 |
2206.75 |
| Profit after taxation |
11766.79 |
6497.79 |
| Other Comprehensive Income |
0.00 |
0 |
| Total Comprehensive Income |
11766.79 |
6497.79 |
| Transfer to General Reserve |
1176.67 |
649.78 |
| Current Assets |
67602.50 |
56203.16 |
| Current Liabilities |
15845.99 |
15427.69 |
| Working Capital |
51756.51 |
40775.47 |
| Capital Employed |
65951.39 |
46670.79 |
| EPS |
22.76 |
12.57 |
| Book Value |
118 |
79.25 |
2. IND-AS APPLICABILITY:-
The Company has adopted the Indian Accounting Standard (‘INDAS')
w.e.f. 01.04.2017. These financial statements have been prepared in accordance with the
recognition and measurement principles stated there in and as prescribed under section 133
of the Companies Act, 2013 read with relevant rules issued thereunder and the other
accounting principles generally accepted in India.
3. REVIEW OF OPERATIONS:-
For the year ended 31st March, 2023 the Company's revenue from
operations was 138734.63 lakhs as against 93249.03 lakhs during the corresponding period
of previous financial year resulting increase in revenue 48.77%. Further Profit Before Tax
was 15720.04 lakhs as against 8704.54 lakhs for the same period during the previous year
resulting increase in profit before tax was 80.60%. Further EPS for the year ended
31.03.2022 was 12.57 and for Current Financial year it was 22.76 resulting increase in EPS
81%.
4. HIGHLIGHTS OF PERFORMANCE:
During the year under review the Company has registered a sale of '
135125.03 Lacs against previous year sales of ' 91364.63 lacs.
5. EXPORTS
The Company continues to strengthen its exports during the year
2022-2023. Exports during the year increased to ' 121877.31 lakhs from ' 81835.47 lakhs in
financial year 2021-2022.
6. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
Your Company has no subsidiary or Associate Company and during the year
also no entity have became or ceased to be the subsidiary, joint venture or Associate
Company.
7. TRANSFER TO RESERVES
The Company has transferred an amount of ' 1176.67 Lakhs to General
reserves during the Financial year.
8. TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION &
PROTECTION FUND
During the year, pursuant to the provisions of Section 124 and Section
125 of the Companies Act, 2013 and read with Rule 6 of the Investor Education and
Protection Fund Authority (Accounting,Audit,Transfer and Refund) Rules,2016, (as amended
from time to time) (IEPF Rules), dividend amounting ' 224454/- was lying unpaid/unclaimed
with the Company for a period of seven years after declaration of Dividend for the
financial year ended 2014-2015 was transferred to the Investor Education and Protection
Fund. Further Interim Dividend amounting ' 246649/- declared in the year 2016, was also
lying unpaid/unclaimed with the Company for a period of seven years after Declaration of
Dividend for the financial year ended 2015—2016 was also transferred to the Investor
Education and Protection Fund.
The Company has transmitted 24750 (on account of Unclaimed Dividend for
FY 2014-15) and 7000 (on account of Unclaimed Dividend for FY 2015-16 (Interim) Equity
Shares of the Company into the Demat Account of the IEPF Authority held with NSDL
(DPID/ClientIDIN30078/10656671) in terms of the provisions of Section 124(6) of the
Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended from time to time. These Equity Shares were the Shares of such
Shareholders whose unclaimed/ unpaid dividend pertaining to financial years 2014-15 and
2015-16 (Interim) had been transferred into IEPF and who have not encashed their dividends
for 7 (Seven) years.
Concern shareholders may still claim the shares or apply for refund of
dividend to the IEPF Authority by making an application in the prescribed form. Further,
all the shareholders who have not claimed/ encashed their dividends in the last seven
consecutive years from 2017 are requested to claim the same immediately. In case valid
claim is not received on time. The Company will proceed to transfer the respective shares
to the IEPF Account in terms of the IEPF Rules. In this regard, the Company shall
individually inform the shareholders concerned and also publish notice in the newspapers
as per the IEPF Rules. The details of such shareholders and shares due or transfer shall
be uploaded at the on the website of the Company viz. www.clsel.in
Before transferring the above mentioned shares the Company has sent out
individual communication to the concerned shareholders whose shares were liable to be
transferred to IEPF Authorities to take immediate action in the matter and list of such
shareholders was also placed on the website of the Company. Further Company also published
a Notice in the newspapers, informing the Members who had not claimed their shares for a
period of 7 years to claim the same from the Company.
Mrs. Kanika Nevtia Company Secretary cum compliance officer of Company
has been appointed as nodal officer of Company and an investor can contact at
clsetia@rediffmail.com.
Details of unclaimed dividend and year of transfer: -
| Year of declaration |
Balance as on 31.03.2023 (in lakhs) |
Due date of transfer to IEPF |
| 2016 |
246648.60 |
18.04.2023 |
| 2017 |
425511.20 |
03.11.2024 |
| 2018 |
180468.54 |
04.11.2025 |
| 2019 |
209268.96 |
03.11.2026 |
| 2020 |
221168 |
03.11.2027 |
| 2021 |
234965.28 |
04.11.2028 |
| 2022# |
NA |
NA |
Note: Some of the year end balances of unclaimed dividend as above
has increased due to cancellation of drafts by bank being returned unpaid.
9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO
WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR AND TILL THE DATE OF THIS REPORT:-
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mrs. Shweta Setia (DIN:- 09640081) whole time Directors of Company and Mr. Ankit Setia
(DIN:- 01133822) whole time Director of Company liable to retire by rotation at ensuing
Annual General Meeting, and being eligible,for re-appointment in accordance with
provisions of the Companies Act,2013
As stipulated under the Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) and
SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/
re-appointed is given in the notice convening the 29th Annual General Meeting.
The Board of Directors accepted the resignation given by Mr. Sukarn
Setia w.e.f 16.06.2022
Further the Board of Directors of Company pursuant to the
recommendation of Nomination and Remuneration Committee , at their meeting held on
16.06.2022 appointed Mrs. Shweta Setia as an additional Director of Company under the
category of Non Independent Non-Executive additional Director, however taking in to
consideration her integrity,expertise and experience,Board of Directors decided to
regularize her appointment as an Executive Director under the promoter category of Company
in their 28th Annual General Meeting of Company and shareholders of Company approved her
appointment in 28th Annual General Meeting of the Company.
Further first term of Mr. Arun Kumar Verma an independent Director of
Company was getting expired on 29.05.2023, therefore Board of Directors at their meeting
held on 29.03.2023 reappointed Mr. Arun Kumar Verma for further period of 5 years as
second term and same has also been approved by shareholders via postal ballot dated
10.05.2023.
10. DECLARATION BY INDEPENDENT DIRECTORS
In pursuance of sub-section (7) of Section 149 of the Companies Act,
2013 all the Independent Directors on the Board have furnished the declaration that they
meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013
read with SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015 and
pursuant to Regulation 25 of the said Regulations that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence.
11. KEY MANAGERIAL PERSONNEL
As required under section 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014 (including any
statutory modification (s) or re-enactment(s) for the time being in force), the Company
has noted that Mr. Vijay Kumar Setia, Chairman & Managing Director of Company and Mr.
Rajeev Setia , Joint Managing Director & CFO of Company and Mrs. Kanika Nevtia Company
Secretary are the Key Managerial Personnel of theCompany
12. AUDIT COMMITTEE
The Company has an Audit Committee in place, constituted as per the
provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, information about
composition of Audit Committee and other details are given in Corporate Governance Report,
forming part of this Annual Report. During the year, the Board accepted the
recommendations of Audit Committee whenever made by the Committee during the year.
Currently the Audit Committee is comprising of Mrs. Pooja Kukar (Din:- 08846984) as
Chairman, Mr. Raghav Peshawaria (Din :- 01386434) and Mr. Vijay Kumar Jhamb (Din:-
07021080) as members of committee.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial year 2022-2023, the Board of Directors duly met 7
times on 30.05.2022,16.06.2022, 09.08.2022, 31.08.2022,09.11.2022, 04.02.2023 and
29.03.2023. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015, a
separate Meeting of the Independent Directors of the Company was also held on 29.03.2023
without the presence of Non-Independent Directors and Members of the management and full
details of such meeting is given in Corporate Governance Report forming part of this
report.
For details thereof kindly refer to the section ‘Board Meeting and
Procedures - Details of Board Meetings held and attended by the Directors during the
financial year 2022-2023Rs in the Report on Corporate Governance forming part of this
Annual Report.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and rules made
thereunder and SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015
(including any amendment thereunder from time to time ) the Board,on recommendation of the
Nomination and Remuneration Committee has carried out an annual performance evaluation of
its own performance, Committees of the Board and individual Directors. The framework is
monitored, reviewed and updated by the Board, in consultation with the Nomination and
Remuneration Committee, based on need and new compliance requirements. The annual
performance evaluation of the Board, its Committees and each Director has been carried out
for the financial year 2022-2023 in accordance with the framework and details for the same
has been provided in the Corporate Governance Report, which is a part of this Annual
Report. The Directors were satisfied by the constructive feedback obtained from the Board
Colleagues.
Pursuant to the provisions of the Companies Act, 2013 and rules made
thereunder and SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015
(including any amendment thereunder from time to time ), a structured questionnaire was
prepared after taking in to consideration the various aspects of the Board's functioning,
composition of Board and its Committees, culture, execution and performance of specific
duties, obligations and governance.
The performance evaluation of the Independent Director was completed
during the year under review. The performance evaluation of the Chairman and Executive
Directors were carried out by Non-Executive Independent Directors. The Board of Directors
expressed their satisfaction with the evaluation process.
15. DIRECTOR'S RESPONSIBILITY
As stipulated under the provisions contained in Section 134(3)(c) read
with Section 134(5) of the Companies Act, 2013, with respect to the Directors'
Responsibility Statement, the Directors hereby confirm that :
(a) in the preparation of the Annual Accounts for the year ended 31st
March,2023, the applicable Indian Accounting Standards (Ind AS) have been followed along
with proper explanation being provided relating to material departure, if any;
(b) the Directors have selected appropriated 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 March 31st, 2023 and of the profit of the company for the Financial
year ended March, 31st ,2023;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safe guarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts for the year ended
March 31st, 2023 on a going concern basis;
(e) the Directors have laid down internal financial controls in the
company that are adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and are operating
effectively.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
The Management Discussion and Analysis Report, for the year under
review, giving detailed analys is of Company's operations,as stipulated under Regulation
34 of SEBI [Listing Obligations and Disclosure Requirements]Regulations, 2015, is
presented in a separate section, which forms a part of this Annual Report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGOING:-
Statement giving the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and out go, as required under Section
134(3)(m) of Companies Act, 2013 read with Rules framed the reunder is given in the Annexure
-A which forms part of this report.
18. GENERAL SHAREHOLDER INFORMATION
General Share holder information is given in item no.11 of the Report
on Corporate Governance forming part of the Annual Report.
19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OFEMPLOYEES
The remuneration paid to the Directors is in accordance with the
Nomination and Remuneration Policy of your Company formulated in accordance with Section
178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (including any statutory modification(s)or
reenactment for time being in force) . The salient aspects covered in the Nomination and
Remuneration policy have been outlined in the Corporate Governance Report which forms part
of this report. The full policy is available at on the website of the Company at weblink
www.clsel.in.
The statement containing the details required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, as amended by Companies (Appointment
and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as ‘Annexure-
B' which forms part of this Report.
20. ANNUAL RETURN:-
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company for the Financial Year 31st March, 2023 is uploaded on
the website of the Company and can be accessed at www.clsel.in.
21. STATUTORY AUDITOR AND THEIR REPORT:-
As per Section 139 of the Companies Act, 2013 read with Companies
(Audit and Auditors) Rules, 2014, the Members of the Company had approved the appointment
of M/s. Rajesh Kapoor & Co., Chartered Accountants [Firm registration number: 013527N]
as statutory auditors of the Company at the 28th Annual General Meeting (AGM) of the
Company for a term of five years, which is valid till the conclusion of 33rd AGM of the
Company. The Statutory Auditor has confirmed that he satisfy the independence criteria as
required under the Act. The Report given by Rajesh Kapoor & Co., Chartered
Accountants, on the financial statements of the Company for the year 2023 is part of the
Annual Report. There has been no qualification, reservation or adverse remark or
disclaimer in their Report. During the year under review, the Auditors have not reported
any matter under Section 143 (12) of the Act, therefore, no detail is required to be
disclosed under Section 134 (3) of the Companies Act, 2013.
22. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made the reunder, the Company had appointed M/s. Sunil Dhawan & Associates,
Practicing Company Secretary as Secretarial Auditor of the Company for the year 2022-2023
to conduct secretarial audit and to ensure compliance by the Company with various Acts
applicable to the Company. The report of the Secretarial Auditor for the financial year
2022-2023 is enclosed as Annexure-C to this report.There are no qualifications,
reservations or adverse remarks made by Secretarial Auditor in his report. During the
year, the Auditor had not Section 134(3) of the Companies Act, 2013
Annual Secretarial Compliance Report
Annual Secretarial Compliance Report for the financial year ended 31st
March, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines
issued thereunder, was obtained from M/s Sunil Dhawan & Associates, Secretarial
Auditors, and submitted to the stock exchange as well.
23. CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements
under the Companies Act,2013 and as stipulated under Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,2015. A separate
statement on detailed report on Corporate Governance along with a certificate from a
Practicing Chartered Accountant, confirming compliance with the conditions of Corporate
Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015 forms part of this Annual Report.
24. CORPORATE SOCIAL RESPONSIBILITY(CSR)
In terms of section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors of your Company have constituted a CSR Committee. Mr. Arun Kumar
Verma is an independent Director and Chairman of CSR Committee and Mr. Rajeev Setia and
Mr. Vijay Kumar Setia are the other members of CSR Committee. The Board
has also approved a CSR policy, on the recommendations of the CSR
Committee which is available on the website of the Company at www.clsel.in. The Report on
CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014,
including a brief outline of the Company's CSR Policy, total amount to be spent under CSR
for the financial year, amount unspent and the reason for the unspent amount,is set out at
Annexure-D forming part of this Report
25. RISK MANAGEMENT
Based on market capitalization as on 31.03.2023 and as per the
provisions of the Companies Act, 2013 read with Regulation 21 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, Company has framed Risk Management
Committee as on 26.05.2023. Further information about composition of Risk Management
Committee and other details are given in Corporate Governance Report, forming part of this
Annual Report. Currently the Risk Management Committee is comprising of Mr. Arun Kumar
Verma(Din:- 08145624) as Chairman, Mrs. Amarjyoti Bagga (Din :- 06958408) and Mrs.Pooja
Kukar(Din:-08846984) as members of committee. A well- defined risk management mechanism
covering the risk mapping and trend analysis, risk exposure, potential impact and risk
mitigation process has been established by the Company. The objective of the mechanism is
to minimize the impact of risks identified and taking advance actions to mitigate them. A
detailed exercise is being carried out to identify, evaluate, monitor and manage risks.
The Committee reviews the risks and suggests steps to be taken to control and mitigate the
same through a properly defined framework. Discussion on risks and concerns are covered in
the Management Discussion and Analysis Report.
26. CREDIT RATING
Following are the details of Credit Rating :-
| Facilitie |
Amount (Rs. Crore) |
Rating |
| Long-Term Rating |
Rs. 165 crore(Enhanced from Rs. 125 Crore) |
CRISIL A/Stable (Reaffirmed) |
27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:-
Your Company has in place a Policy on Prevention of Sexual Harassment
at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal
Complaints Committee has also been set up to redress complaints received regarding sexual
harassment. During the year the Company has not received any complaints about sexual
harassment at the workplace. During the year under review no such complaint or grievance
occurred under the Act named The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act ,2013
28. DISCLOSURE ON DEPOSITS FROM PUBLIC
During the year under review, the Company has not accepted any deposits
from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the
ambit of Section 73 of the Companies Act, 2013 and the rules framed there under.
29. DEMATERIALISATION OF SHARES
The Company has established connectivity with both Depositories viz.
National Securities Depository Limited(NSDL) and Central Depository Services (India)
Limited (CDSL), where by the Shareholders have an option to dematerialize their shares
with either of the depositories. In view of the numerous advantages offered by the
Depository system, members holding Shares in physical mode are requested to avail of the
dematerialization facility with either of the Depositories.
As on 31.03.2023, about 99.25% of the Company's Equity Shares has been
held in dematerialized form.
The Company has appointed M/s. Beetal Financial & Computer Services
Private Limited, Limited, SEBI registered R&T Agent as its Registrar and Share
Transfer Agent of the Company
30. SHARE CAPITAL OF THE COMPANY:-
The Paid-up equity share capital of the Company as on March 31st , 2023
was Rs.1034.67 lakhs.There has been no change in the Equity Share Capital of the Company
during the year. The Company has no other type of securities except equity shares forming
part of paid-up capital.
The Company's shares are listed and actively traded on the below
mentioned Stock Exchanges:-
Bombay Stock Exchange(BSE) and National Stock Exchange of India Limited
(NSE) Phiroze Jeejeebhoy Towers, "Exchange Plaza", Plot No. C/1, G Block ,
Mumbai-400051 25th Floor, Dalal Street, Mumbai -400001
31. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION
186 OF THE COMPANIES ACT, 2013:-
During the financial year ended March 31st, 2023, the Company has
neither made any investment(s) nor given any loan or guarantee(s) or provided any security
within the meaning of the provisions of section 186 of the Companies Act,2013.
32. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED
PARTIES UNDER SECTION 188(1) OF COMPANIES ACT,2013
All Contracts/arrangements/transactions entered by the Company during
the financial year 2022-2023 with related parties were on an arm's length basis and were
in the ordinary course of business and in accordance with the provisions of the Companies
Act,2013, read with Rules issued there under and the SEBI Listing Regulations.During the
year the Company had not entered into any contracts/ arrangements / transactions with
related parties which could be considered as material under the Companies Act, 2013 and
rules made there under and under SEBI Listing Regulations.
Prior omnibus approval of the Audit Committee has been obtained on for
transactions with related parties which are of afore se eable and repetitive nature.
Further the Audit Committee of Company has considered, approved and recommended to Board
for Omnibus approval and criteria for Omnibus Approval for entering into transactions with
Related Parties for the financial year 2022-23, which was further approved by the Board.
The transactions entered into pursuant to the omnibus approval so
granted and a statement giving details of all transactions with related parties are placed
before the Audit Committee for their review on a periodic basis.
The details of the related party transactions as per Indian Accounting
Standard Ind AS24 are set out in Note13(ii)(a) of the significant accounting policies and
notes to Financial Statements forming part of this Annual Report. Further Form No. AOC-2
is attached as ‘Annexure-E' which forms part of this report.
The Company has also adopted a Related Party Transactions Policy and
the same is also available on the Company's website at the weblink:www.clsel.in.
33. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted Whistle Blower Policy/Vigil Mechanism to
provide a formal mechanism for the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct
and mismanagement, if any. The implementation and details of the Whistle Blower Policy has
been mentioned in the Report of Corporate Governance and also uploaded on Company' s
website i.e. www.clsel.in.
34. INDUSTRIAL RELATIONS
The Industrial relations in all the units and branches of your Company
remained cordial through out the year and have resulted in sustained growth of the
company.
35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:-
There has been no material changes and commitment affecting the
financial position of the Company occurred between the end of the financial year to which
this financial statement relates and till the date of this report.
36. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY
The Company has an Internal Financial Control System, commensurate with
the size, scale and complexity of its operations. Your Company has adopted requisite
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial disclosures. During the year under
review, no material or serious observation has been received from the Internal Auditors of
the Company for inefficiency or inadequacy of such controls.
The Internal Auditor of the Company checks and verifies the internal
control and monitor them from time to time as and when required. The Company continues to
ensure proper and adequate systems and procedures commensurate with the size, scale and
nature of its business.
37. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors in their Board Meeting held on 29.05.2015
approved Chaman Lal Setia Exports Ltd. Code of Conduct i.e. Code for Internal Procedures
& Practices and Conduct For Regulating, Monitoring and Reporting of Trading by
Insiders of Chaman Lal Setia Exports Limited in accordance with the requirements of SEBI
(Prohibition of insider trading) Regulation, 2015 and further Board of Directors in their
Board Meeting dated 13.02.2017 amended aforesaid Code of Conduct in terms of SEBI
(Prohibition of Insider Trading) Regulations, 2015 and same was intimated to BSE also and
full copy of amended code of conduct has been uploaded at the website of the Company i.e.
www.clsel.in. The Company has adopted a Code of Conduct for Prevention of Insider Trading
with a view to regulate trading in securities by the Directors, Promoters and designated
employees of the Company.
Further in Compliance with the SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, Board of Directors in their Board Meeting held on
30.03.2019 have approved the revised "Code of Conduct i.e. Code of Internal
Procedures & Practices for fair disclosure of Unpublished Price Sensitive Information
and Conduct for Regulating, Monitoring and Reporting of trading by insiders and said
revised code which became effective from 01.04.2019 and the said code is available on
website of Company i.e.www.clsel.in
38 . FUTURE EXPANSION
The Future expansion endeavor of the Company is always a going on
process specially in the field of Quality improvement and development of new product with
lower cost and energy savings The Management of the company understands that it has to
improve upon to face the ever-changing circumstances and evolvements globally.
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE:-
The Company has not received any significant or material orders passed
by any Regulatory Authority, Court or Tribunal which shall impact the going concern status
and Company's operations in future.
40. REPORTING OF FRAUDS
There have been no material instances of fraud reported by the Auditors
under section 143(12) of the Act and Rules framed thereunder either to the Company or to
the Central Government.
41. CHANGE IN NATURE OF BUSINESS, IF ANY;-
There is no change in the nature of Business of Company during the
financial year 2022-23.
42. DIVERSITY OF THE BOARD:-
The Company believes that diversity is important to the work culture at
any organisation. In particular, a diverse Board,among others, will enhance the quality of
decisions by utilizing different skills, qualifications and professional experience for
achieving sustainable and balances development.
43. COMPLIANCES WITH SECRETARIAL STANDARDS
During the year, the Company is incompliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and
approved by the Central Government.
44. CASH FLOW STATEMENT
The Cash Flow Statement for the financial year ended 31st March, 2023
prepared in accordance with Ind AS 7,‘Statement of Cash Flows' is attached and
forming part of the financial statements of the Company.
45. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the
Company familiarizes its Directors about their role and responsibilities at the time of
their appointment through a formal letter of appointment. All efforts are made to keep
Independent Directors a ware. The familiarization of Independent Directors may be accessed
on the Company website at the link http://www.clsel.in
46. ENVIRONMENT, HEALTH AND SAFETY:-
The Company continues to focus on Employee well-being, developing safe
and efficient products, and minimizing the environmental impact of our operations on
society. Company is conducting its operations in such a manners o as to ensure safety of
all concerned compliances of environmental regulations and preservation of
naturalresources.
For safety and protection of Employees, the Company has formulated and
implemented a policy on preservation of Sexual Harassment at the Workplace with a
mechanism of lodging complaints.
47. SEGMENT REPORTING
The Company at present is engaged in the business of a single primary
reportable business segment i.e., business of manufacturing, trading and marketing of the
rice only.
48. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF
During the year under review, the Company has not made one-time
settlement therefore, the same is not applicable.
49. STATEMENT OF BOARD OF DIRECTORS
The Board of Directors of the Company are of the opinion that the
Independent Directors of the Company appointed/ re-appointed during the year possesses
integrity, relevant expertise and experience (including the proficiency) required to best
serve the interest of the Company. The Independent Directors have confirmed compliance of
relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of
Directors Rules, 2014.
50. BUSINESS RESPONSIBILTY & SUSTAINABILITY REPORT
Based on market capitalization as on 31.03.2023, Company is falling
under the category of top 1000 listed Companies, therefore Company has framed Business
Responsibility and Sustainability Reporting' ("BRSR") introduced by the
Securities and Exchange Board of India ("SEBI") containing detailed
Environmental, Social and Governance ("ESG") disclosures. Business
Responsibility and Sustainability Report for the year is presented in a separate section
forming part of the Annual Report.
51. DIVIDEND
The Board of Directors of your Company has recommended a dividend @ 50
% i.e. Rs. 1/- per equity share of face value of Rs.2/- each for the financial year
2022-2023 in the Board Meeting held on 26.05.2023, subject to approval of shareholders in
this 29th Annual General Meeting. Dividend will be paid on & from 28.09.2023, subject
to the approval of shareholder in 29th Annual General Meeting. Further as per
applicability Company has adopted dividend distribution policy in their Board Meeting
dated 26.05.2023 and same has also been uploaded on website of Company i.e. www.clsel.in
51. ACKNOWLEDGEMENT:
Your Directors would also like to extend their gratitude for the
co-operation received from financial institutions, the Government of India and regulatory
authorities, and the governments of the countries we have operations in. The Board places
on record its appreciation for the continued co-operation and support extended to the
Company by its customers which enables the Company to make every effort in understanding
their unique needs and deliver maximum customer satisfaction. We place on record our
appreciation of the contribution made by the employees at all levels, whose hard work,
co-operation and support helped us face all challenges and deliver results.
We acknowledge the support of our Members of Company,vendors,the
regulators,the esteemed league of bankers, financial institutions, rating agencies,
government agencies, Stock Exchanges, depositories, auditors, consultants, business
associates and other stakeholders.
|
For and on behalf of the Board of Directors |
|
sd/- |
|
Vijay Kumar Setia |
| Place:Amritsar |
Chairman & Managing Director |
| Date:30.08.2023 |
Din:- 01125966 |
|