To
The Members
Chandra Prabhu International Ltd.
Your Directors are pleased to have this opportunity to report on Company's progress during the year financial year 202324 and to submit the 39th Annual Report & Audited Financial Statements (Standalone) comprised of Balance Sheet as on 31st March, 2024 and Profit & Loss Account for the period ended on 31st March, 2024.
FINANCIAL RESULTS
Amount in Lacs
DIVIDEND
Keeping in view the overall financial position of the Company, the Board has not recommended any dividend for the FY 2023-24.
TRANSFER TO RESERVE
As per Standalone financials, the net movement in the reserves of the Company for FY 2024 is as follows:
COMPANY'S PERFORMANCE
During the year, under review the performance of the Company has registered growth and the turnover during the year was Rs. 85483.12 lakhs as against Rs. 73020.33 lakhs in the previous year indicating a increment of about 17.06 % over the last year. The year under review resulted in Profit after Tax (PAT) attributable to shareholders of Rs. 78.57 lakhs which was mainly reduced due to continuous fluctuation of coal market as compared to Profit of Rs. 800.72 lakhs during the previous year. The management is optimistic on the performance of the Company in future to maintain the growth momentum and a detailed discussion is provided under Management discussion and analysis report.
HUMAN RESOURCE DEVELOPMENT
Human Resource is not only an integral part of any organisation but also strive its success and growth. The Company believes that human resources are the key resources and integral part the organisation and endeavours to create a culture of openness and empowerment amongst its employees and provide good carrier development.
COMPANY'S AFFAIRS
Chandra Prabhu International Ltd. is a well known name engaged mainly, in the business of trading of Coal, Synthetic Rubber and Chemicals, metal etc. However, effectively at present coal, metal trading & dealing in agro sector. Over the years Chandra Prabhu International Ltd. has built a formidable reputation of being a completely professionally managed Company where customer satisfaction is of paramount consideration. Further, the Company has revived/restart its Agri-Business with the use of new and innovative technology & Hi-tech agri-machinery/equipment's to enhance & enlarge its agri-division business.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except as disclosed elsewhere in this Annual Report, there have been no material changes and commitments which can affect the financial position of the Company between the closing of the financial year of the Company i.e. 31st March, 2024 till the date of this report.
The Company has revived/restarted its agri-business with the use of new and innovative technology & Hi-tech agri- machinery/equipments w.e.f. 11th June, 2024.
As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in the Annual Report.
CHANGE IN THE NATURE OF THE BUSINESS
During the period under review, there is no change in the nature of the business of the Company.
SUBSIDIARY AND ASSOCIATES COMPANIES
There is no subsidiary, associate or joint venture of the Company.
Therefore, Pursuant to provisions of section 129(3), details regarding subsidiaries/associates in the prescribed Form AOC-1 are not required to be attached.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company's IFCs were adequate and effective during FY24.
Pursuant to Section 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 Indian accounting standards had been followed along with proper explanation relating to material departures;
ii) they have selected such 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 and of the profit of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
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 such internal financial controls are adequate and operating effectively;
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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 and external consultants 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.
DIRECTORS & KEY MANAGERIAL PERSONNEL
DIRECTORS
In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and Rules made there under as amended from time to time and Regulation 17 of the SEBI (LODR) Regulations 2015, the board of directors shall have an optimum combination of executive and non-executive directors with at least one woman director .As on 31/03/2024, the Company has Mr. Gajraj Jain, Managing Director, Mr. Tilak Raj Goyal, Mr. Jitendra Kumar Mishra & Mr. Punit Jain as independent director along with Mrs. Hemlata Jain as Woman Director.
CHANGE IN DIRECTORS INCLUDING INDEPENDENT DIRECTOR
During the F.Y under review, Mr. Jitendra Kumar Mishra, Independent Director of the Company who was re-apppointed for the 2nd Consecutive term by the shareholder in their 38th AGM for the period of 5 years w.e.f. 14th August, 2023 and Mr. Pradeep Kumar Goyal as Non —Executive Non Independent of the Company has resigned from the post of directorship dated 19th October, 2023.
In accordance with the requirements of the Act and the Company's Articles of Association, Mrs. Hemlata Jain (DIN: 00049212), retires by rotation and is eligible for re-appointment Members' approval is being sought at the ensuing AGM for her re-appointment.
On the recommendation of Nomination and Remuneration Committee, the board of directors in their meeting held on 25th July, 2024 had appointed Mr. Pradeep Goyal (DIN: 3568525) as additional Director (Non-Executive Non Independent) for the period of 5 years w.e.f 25th July, 2024, whose appointment has been recommended by the board to the shareholder in the notice of 39th AGM.
During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management. The Company has received declarations from all the Directors confirming that they are not disqualified/ debarred from being appointed/ reappointed as Director.
KEY MANAGERIAL PERSONAL (KMP)
During the year under review, there were no changes in the KMP of the Company. Mr. Gajraj Jain, Chairman Cum Managing Director, Mr. Amar Singh, Chief Financial Officer, Ms. Komal, Company Secretary and Compliance Officer & Mr. Akash Jain, Chief Executive Officer (CEO) are the Key Managerial Personnel as per the provision of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, on the recommendation of Nomination & Remuneration Committee, the board vide Resolution passed on July 25, 2023 has included the of name of Mr. Atul Jain, COO of the Company in the management team of the Company as Senior Management(KMP) of the company for the period of 5 year w.e.f 25 th July, 2023.
Further, Mr. Gajraj Jain, Chairman cum Managing Director of the Company who was appointed for the period of 3 years w.e.f 17th April, 2023, attaining the age of 70 years as on 11th April, 2024, therefore as per the provision of Companies Act, 2013 read with SEBI (Listing Obligation and Disclsoure Requirements) Regulations, 2015, approval of the Members was obtained in the 38th AGM held on 25th September, 2023.
As on 31st March, 2024, Mr. Gajraj Jain, Chairman Cum Managing Director, Mr. Akash Jain, Chief Executive Officer (CEO), Mr. Amar Singh, Chief Financial Officer, Ms. Komal, Company Secretary and Compliance Officer) & Mr. Atul Jain, Chief Operating Officer are the Key Managerial Personnel as per the provision of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
DECLARATION GIVEN BY AN INDEPENDENT DIRECTOR(S) UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013
Pursuant to the provision of Section 149(7) of the Act read with Regulation 25(8) of the Listing Regulation, the Company has received a declaration from each of the Independent Director that they meets the criteria of independence as provided under section 149(6) of the Act & SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.
All the Independent Directors of the Company have complied with the requirement pertaining to the inclusion of their names in the data bank of independent directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.
In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognised and is doyen of the industry. There is an optimum mix of expertise (including financial expertise), leadership and professionalism.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of your Company, met 9 (Nine) times during the Financial year ended March 31,2024, i.e. on 24th April, 2023, 30th May, 2023,25th July, 2023,26th October, 2023,23rd November, 2023, 07th December, 2023,15th January, 2024,01 st February, 2024 & 29th February, 2024 respectively. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing obligations & Disclosure Requirements) Regulations 2015.
The details and attendance of meetings of the board, its committees and the annual general meeting are mentioned in the Corporate Governance Report, which forms part of this Report.
MEETING OF INDEPENDENT DIRECTORS
During the financial year 2023-24, the meeting of Independent Director was held on 15thJanuary 2024, to review the performance of Non Independent Director. The Independent Directors reviewed 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 assessed 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.
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 ("NRC") 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 nonexecutive 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.
The NRC reviewed the performance of individual directors on the basis of 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.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Corporate Governance and Management Discussion and Analysis Report as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is integral part of this Annual Report along with the required Certificate from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance.
In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING
The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.
The board on recommendation of Nomination and Remuneration Committee approved Remuneration Policy for Director, KMP and Senior Management Employee are also available at the website of the company i.e. www.cpil.com.
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.
In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,the Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.
INTERNAL CONTROL SYSTEMS
The Company has an internal control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor as appointed by the company monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors are periodically apprised of the internal audit findings and corrective actions are taken accordingly. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. For more details, refer to the 'internal control systems and its adequacy' section in Management's Discussion and Analysis Report, which forms part of this Annual Report.
Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee & Corporate Social Responsibility (CSR) are as under:
AUDIT COMMITTEE
The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.
NOMINATION & REMUNERATION COMMITTEE
The role, terms of reference, authority and powers of the Nomination & Remuneration Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.
STAKEHOLDER RELATIONSHIP COMMITTEE
The role, terms of reference, authority and powers of the Stakeholder Relationship Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (W.E.F 25/06/2021)
The role, terms of reference, authority and powers of the Corporate Social Responsibility Committee are in conformity with Section 135 of the Companies Act, 2013.
The details regarding all the above said committees are given in the Corporate Governance Report which forms a part of this Report.
AUDITORS
STATUTORY AND BRANCH AUDITORS
Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and on the recommendation of Audit Committee, the board of directors at their meeting held on August 03, 2022 appointed M/s J P S & CO. Chartered Accountants (FRN: 004086N) as Statutory Auditors of the Company whose appointment was approved by the shareholder in the 37th AGM for a term of five years to hold office from the conclusion of the 37 AGM till the conclusion of the 42nd AGM in 2027.
The Company has in its Notice convening AGM sought approval from the Members for passing a resolution regarding authorizing the Board to appoint Branch Auditors of any Branch office of the Company, whether existing or which may be opened/acquired, outside India, to act as Branch Auditors.
STATUTORY AUDITOR'S REPORT
The standalone financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Notes to the financial statements referred in the Auditors Report are self-explanatory.
There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.
SECRETARIAL AUDITOR'S & THEIR REPORT
In terms of Section 204 of the Companies Act, 2013 and Rules framed there under and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2023-2024. The Company has received consent from M/s. KKS & Associates, Company Secretaries, for their appointment. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. Further, his secretarial audit report is annexed as Annexure-II to this Report in prescribed Form MR-3.
The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.
Further, the Board of Directors in their meeting held on Tuesday, 28th May, 2024 re-appointed M/s. KKS & Associates, Company Secretaries, as Secretarial Auditors, to undertake the audit of the secretarial records for the Financial Year 2024-25.
Further, in pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report for the Financial Year ended on March 31, 2024 as issued by M/s. KKS & Associates, Company Secretaries is also available at BSE India.com and on the website of the Company i.e www.cpil.com.
INTERNAL AUDITOR
In terms of Section 138 of the Companies Act, 2013 and Rules framed there under and on the recommendation of the Audit Committee, the board of Directors had appointed M/s Baj & Company, Chartered Accountant as an Internal Auditor of the Company for the F.Y 2023-24.
Further, the board of directors in their board meeting held on Tuesday, 28th May, 2024 re-appointed M/s Baj & Company, Chartered Accountant as an Internal Auditor of the Company for the F.Y 2024-25. He will perform all the duties of internal auditor and conduct the Audit of the Company for FY 2024-25.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK
There are no qualifications, reservations or adverse remarks or disclaimers made —
(i) by the Statutory Auditors' in their report; and
(ii) by the Secretarial Auditors' in their report.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024. The Notes to the Financial Statements forms an integral part of this Report.
FINANCIAL RATIOS
The Key Financial Ratios with detailed explanations were disclosed in the Financial Statements, which forms part of this Report.
FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, there was no frauds reported by statutory auditors to Audit Committee and/or board under sub-section (12) of section 143 of the Companies Act, 2013.
DISCLOSURE REGARDING MAINTENANCE OF COST RECORD
The Company is not required to maintain the cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
FUTURE PROSPECTS
The Company has improved tremendously from its last year performance and is optimistic to improve its overall performance with the existing trading portfolio of Metal, Coal, and Agridivision and the company shall endeavor to capitalize further its trading portfolio.
During the F.Y 2023-24, in order to enhancing the business & to capture new business opportunities, the Company has added the business of trading of metal scrap along with the other existing trading portfolio.
Further, the Company has revived/restarted its Agri-business with
the use of new innovative technologies, Hi-tech Agri-machinery/equipments w.e.f. 11th June 2024.
The Company's has also entered into business of all kinds of infrastructure projects and is progressing steadily. Further, management of the company is evaluating various suitable prospects. On successful implementation of future projects
and on the strength of its existing product portfolio, operational efficiency and enhanced network, the management, on overall basis, expects a robust growth and enhanced market share. The Board expects that the Company will continue to improve its overall performance and excel to enhance the profitability of the Company, in the present economic scenario and huge potential demand of these products in the Indian market, via its strategy competency, operational efficiencies and new line of activity on its successful implementation.
CONSOLIDATED FINANCIAL STATEMENT
The Company has no subsidiary & associate Company. Therefore, in accordance with Section 129(3) of the Companies Act 2013 and Regulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provision regarding consolidated Financial Statements is not applicable.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy for the Directors and Employees of the Company to deal with instances of fraud or mismanagement, if any. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern their actions. The Policy regarding the same can be accessed at the website of the company. All Senior Management personnel have affirmed compliance with the CPIL Code of Conduct. The CEO & Managing Director has also confirmed and certified the same. The certification is at the end of the Report on Corporate Governance
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions, Material Related Party Transactions and the same is available on the website of the company at www.cpil.com. All Related Party Transactions are placed before the Audit Committee and also the Board/Members for their approval, wherever necessary. An omnibus approval from the Audit Committee is obtained for the related party transactions. The related party transactions including under sub —section (1) of Section 188 of the Companies Act, 2013 entered during the financial year were on an arm's length basis and were in the ordinary course of business. The details of the same are annexed herewith as "Annexure-I" in the prescribed Form AOC-2 & also in Note 36 to the Standalone Financial Statements of the Company.
Further, there were no transactions which were material (considering the materiality thresholds prescribed under the Companies Act and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The Company in terms of regulation 23 of the Listing Regulations submitted disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges.
CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy. The CSR policy of the Company has been provided on the
Company's website at www.cpil.com. The Annual Report on CSR activities having a brief overview of the projects undertaken, as required under the Companies (Corporate Social Responsibility PolicyjRules, 2014 has been annexed as Annexure-III of this Report.
The Composition of CSR Committee and other details are the part of Corporate Governance Report.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NONEXECUTIVE DIRECTORS (NED) AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS
The NEDs have no pecuniary relationship except the sitting fees paid for the meeting of board of Directors/Committee. The details regarding the remuneration of directors along with their shareholding are disclosed in Corporate Governance Report which forming part of this Annual Report.
INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS
There is no relationship between directors except Mr. Gajraj Jain, Chairman Cum Managing Director of the company who is the husband of Mrs. Hemlata Jain, Woman Director of the Company.
Further, Mr. Akash Jain, CEO of the Company who is the son of Mr. Gajraj Jain & Mrs. Hemlata Jain.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31,2024 was Rs. 36,980,000/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.
E-VOTING
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & disclosure Requirements) Regulations, 2015 read with the Ministry of Corporate Affairs General General Circular No(s) 14/2020 dated April 8, 2020, 20/2020 dated May 05, 2020, 10/2022 dated 28th December, 2022 & 09/2023 dated 25th September, 2023 and other circulars issued by the Ministry of Corporate Affairs ('MCA') ("MCA Circulars") and Securities Exchange
Board of India (SEBI) Circular dated 12th May, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 & SEBI/HO/CFD/CFD-PoD- 2/P/CIR/2023/167 dated 7th October, 2023 ("SEBI Circulars"). The instruction(s) for "remote e-voting" and "e-voting" during the AGM for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company which can be accessed through www.cpil.com.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, designated persons & employee of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct to regulate, monitor and report Insider trading is uploaded on the Company's website: www.cpil.com.
DISCLOSURE ABOUT THE RECEIPT OF COMMISSION
In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the Company thus the said provision is not applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in respect to Conservation of Energy technology absorption, foreign exchange earnings and outgo, pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:-
PARTICULARS EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Notes: -
* 1. The remuneration to Non-Executive Directors consists of Sitting Fees only.
2. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration policy of the Company.
There was no employee in receipt of remuneration in the limit as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the statement/ information required under section 197 read with Rule 5 is not applicable.
PUBLIC DEPOSITS
During the year, the Company has not received any Deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet under the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and Chapter V of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
In terms of Section 134 (3) (g), towards inclusion of the details of particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made thereunder in this report, the same are given in the notes to the Financial Statements.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124(5) of the Companies Act, 2013, Unpaid Dividend amount of the company which remained unpaid or unclaimed for a period of seven years from the date of such transfer has been transferred to the Investor Education and Protection Fund (IEPF) established under sub-section (1) of section 125. Members are requested to ensure that they claim the dividends before they are transferred to the said Fund. Member(s) who have not encash their dividend warrants so far for any previous seven financial years are requested to make their claims to the office of the Registrar and Share Transfer Agents i.e M/s Alankit Assignment Ltd ,4E/2, Jhandewalan Extension , New Delhi-110055. During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed for providing and promoting a safe and healthy work environment for all its employees.
In accordance with the provisions of the Sexual Harassment of Women at the Workplace (prevention, Prohibition & Redressal) Act, 2013 and the Rules framed there under for prevention and redressal of complaints of sexual harassment at workplace, along with a structured reporting and redressal mechanism. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act.
There were no complaints regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who are covered under this policy till the date of this report.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under the aforementioned Policy.
The summary of complaints received and disposed off up to March 31,2024 were as under:
Number of complaints received: 0
Number of complaints disposed off: 0
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF CREDIT RATING
The Company was not assigned with any Credit Rating.
CORPORATE POLICIES
The Listing Regulations mandate the formulation of certain policies for all Listed Companies. The Corporate Governance Policies are available on the Company's website at www.cpil.com. The policies are reviewed periodically by the Board and updated as needed.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON 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 & Financial Institutions.
CORPORATE GOVERNANCE
A separate report on Corporate Governance containing General Shareholder's information, along with the Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as a part of this Report.
SIGNIFICANT MATERIAL ORDER PASSED BY REGULATORS OR COURT OR TRIBUNALS AGAINST THE COMPANY
During the period under review, there was no significant and material order passed by regulators or court or tribunals against the company impacting the going concern status and Company's operations in future.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders' Grievance Committee of the Board meets periodically and reviews the status of the Shareholders' Grievances. The shareholders of the Company continue to be traded in electronic forum and dematerialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.
COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS 2015
The company's equity shares continue to be listed on the Bombay Stock Exchange (BSE), Mumbai which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2023-2024. All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have been duly made by the company.
GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 39th Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).
GENERAL
During the year, there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:
a. Issue of equity shares with differential rights also dividend, voting or otherwise.
b. Issue of shares(including sweat equity shares)to employees of your Company under any scheme.
c. Buy-back of shares.
d. No settlements have been done with banks or financial institutions.
ACKNOWLEDGEMENT
On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.
The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State Electricity Regulatory authorities, communities in the neighborhood of our operations, local authorities in areas where we are operational in India; as also partners, governments and stakeholders where the Company operates, for all the support rendered during the year.
Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is. Your company's employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your company's employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.
CAUTIONARY STATEMENT
The Annual Report including those which relate to the Directors' Report, Management Discussion and Analysis Report may contain certain statements on the Company's intent, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company's performance could be the demand and supply, changes in Government regulations, tax laws etc.