Dear Members,
Board of Directors hereby present the 35th Annual Report on the business and operations of Callista Industries Limited (Formerly known as CHPL Industries Limited) together with the Audited Statements of Accounts for the financial year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS:
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.
The financial performance of the Company, for the Financial Year ended on 31st March, 2024 is summarized below:
(Amount in Lakhs)
2. DIVIDEND
In light of the financial performance, the Board of Directors not recommend the dividend for the financial year 2023-24.
3. PERFORMANCE REVIEW
During the period under review, the company reported Nil operational revenue and incurred a PBT (loss) of Rs. (15.43) lakhs and PAT (loss) Rs. (15.43)/- lakhs compared to PAT (Loss) of Rs. (0.72)/- lakhs in the previous year.
4. TRANSFER TO RESERVE
The Company does not propose to carry any amount to general reserve.
5. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.
6. CHANGE IN NATURE OF BUSINESS:
No material changes or commitments affecting the financial position of the Company have taken place from March 31, 2024 till the date of this report.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company has no subsidiary and Associate companies.
No company has become or ceased to be the Company's subsidiaries and associate companies during the year under review.
8. SHARE CAPITAL:
The details of Share capital of the Company is as under:
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period under review, the following changes occurred in the Company's Board:
1. Appointment of Mr. Abhishek Johri, as Additional Director (Executive) of the company w.e.f. 14th April, 2023
2. Appointment of Mr. Ashish Gandhi, as Additional Director (Executive) of the company w.e.f. 14th April, 2023
3. Appointment of Mr. Ashish Gandhi, as Whole Time Director and Chief Financial Officer of the company w.e.f. 09th May, 2023
4. Resignation of Mrs. Binita Devang Shah from the post of Chief Financial Officer of the company w.e.f. 29th June, 2023
5. Appointment of Mr. Chetan Malik, as the Company Secretary and Compliance Officer w.e.f. 17th July, 2023
Other than the above, there has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same
10. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March, 2024 to which these financial statements relates and the date of this report.
11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):
In accordance with the provisions of Section 149(7) of the Act Mr. Tejas Mahesh Darji, Independent Director of the Company as on 31st March, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.
Further, the Independent Directors have confirmed that they have included their names in the Independent Director's databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.
The Board is of the opinion that both the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.
During the financial year 2023-24 a separate meeting of Independent Directors was held on 30th March, 2024 without the presence of executive directors or management representatives and the following matters were discussed:
• the performance of non-Independent directors and the Board as a whole;
• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and
• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:
The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.
The Board evaluated its performance after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Director evaluated performance of Non- Independent Directors, Board as a whole and of the Chairman of the Board.
13. AUDITORS:
i. Statutory Auditors and Audit Report
Pursuant to the provisions of Section 139 of the Act, M/s. Ramanand & Associates, Chartered Accountants (ICAI Firm Registration No. 117776W) are the Statutory Auditors of the Company, as per their appointment at the 32nd AGM of the Company held on 28th September,2021 for a period of 5 (five) years.
The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018.
M/s. Ramanand & Associates, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.
ii. Cost Auditors:
The Company is not required to keep cost records or appoint cost auditors.
iii. Secretarial Auditors and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nidhi Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024. The Secretarial Audit Report for the financial year ended 31st March, 2024 is enclosed to this report as "Annexure A".
The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.
Reply to concerns mentioned in the Secretarial Audit Report as below:
iv. Internal Auditor:
The Board, upon the recommendation of the Audit Committee, has appointed Mr. Himanshu Jayantilal Parmar, as the Internal Auditor of the Company for financial year 2023-2024.
The observations made in the Internal Auditors' Report are self-explanatory and therefore do not call for any further comments.
14. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure B".
15. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31st March, 2024 is available on the Company's website www.chplindustriesltd.com
16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.
17. RELATED PARTY TRANSACTIONS:
In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy.
No related party transactions ("RPT") entered into during the financial year 2023-24.
18. BOARD MEETING:
During the year under review, the Board met Twelve (12) times on 14th April, 2023, 09th May, 2023, 29th May, 2023, 07th June, 2023, 29th June, 2023, 17th July, 2023, 03rd August, 2023, 10th August, 2023, 08th November, 2023, 13th December, 2023, 14th February, 2024 and 29th March, 2024. In accordance with the provisions of the Companies Act, 2013 and rules made thereunder. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.
19. DIRECTORS' RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;
ii. they have 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 financial year and of the loss of the Company for the year;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively
20. CORPORATE GOVERNANCE:
Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paidup Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.
21. LISTING ON STOCK EXCHANGE:
The Company shares are listed on the BSE Ltd. However, the Company has not paid the listing fees for the Financial Year 2023-24. The shares of the Company are traded at The BSE Ltd having Nation- wide terminals.
22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company's Code of Conduct.
Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.
The Whistle Blower Policy is available on the Company's website at the www.chplindustriesltd.com.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.
The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance.
The Board has nothing to report under the head technology absorption.
During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).
24. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.
25. DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT
The Company has not raised any funds through Preferential Allotment.
26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure C" to this Report.
27. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
The Company does not have any of its securities lying in demat/ unclaimed suspense account arising out of public/bonus/right issues as at 31st March, 2024. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.
28. DISCLOSURES:
AUDIT COMMITTEE:
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 04 (Four) meetings of the Audit Committee were convened and held on 29th May, 2023, 10th August, 2023, 13th December, 2023, 14th February, 2024. 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/reconstituted 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 02 (Two) meetings of the Nomination and Remuneration Committee were convened and held on 14th April, 2023 and 10th May, 2023.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted/reconstituted in line with the provisions of Regulation 20 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee review the matters of Investors Grievances in the company. During the Financial Year under review 04 (Four) meetings of the Stakeholders Relationship Committee were convened and held on 29th May, 2023, 10th August, 2023, 13th December, 2023 and 14th February, 2024.
29. CORPORATE SOCIAL RESPONSIBILITY:
During the FY 2023-24, Corporate Social Responsibility is not applicable to the company.
30. SEXUAL HARASSMENT POLICY:
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted 'Internal Complaints Committee' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.
31. CODE OF CONDUCT:
Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the work place, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code. The Code is available on website of the Company.
32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the period under review, there are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Company's operations in future.
However, after the closure of financial year the Delisting Committee of the BSE Limited in their meeting held on 27th November, 2024 has passed the order of delisting the Shares of the Company, if the formalities of Revocation of Suspension is not completed within 3 months i.e., on or before 27th February, 2025.
Further, The Board would like to inform that we are in the process to file the application for revocation of Suspension with BSE Limited to make the company as going concern.
33. COMPLIANCE OF ACCOUNTING STANDARDS:
As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, our Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.
34. COMPLIANCE OF SECRETARIAL STANDARDS:
The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.
37. APPRECIATION:
Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers, professionals and bankers of the Company. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.