And Management Discussion and Analysis
Dear Members,
Chamak Holdings Limited
Your directors have pleasure in presenting The 39%" Annual Report together with
the Audited Statement of Accounts of your company and Brief on the business and operations
of the Company for the Financial Year ended March 31, 2023 along with the annexures
thereto.
Our Management Team:
Our Management team consist of highly experienced and dedicated Management Team which
consists sufficient number of Executive, Non-Executive, Independent Director, Woman
Director etc. and other KMPs, who have wide and varied experience in different disciplines
of corporate functioning.
BUSINESS OVERVIEW
The Company is basically engaged in the business of Plastic & Steels Scrap and
other related activities. The prospect of Plastic related goods are bright in terms of
long term perspective and it will help us to increase our earnings in near future.
FINANCIAL RESULTS
The Boards Report has been prepared based on the standalone financial statements of
the company. The Companys financial performance is given hereunder.
Particulars |
Financial Year ended 31.03.2023 (In Lakh.) |
: Financial Year ended 31.03.2022 (In Lakh.) |
| Sales & other income |
5242.32 |
5781.75 |
| Total Expenses |
5174.94 |
5692.68 |
| Profit before tax |
67.38 |
89.07 |
| Profit after tax |
57.25 |
57.88 |
| Appropriations: |
|
|
| Equity Dividend |
|
|
| (i) Interim |
0 |
0 |
| (ii) Final |
0 |
0 |
| Corporate Tax on Dividend |
|
|
| (i) Interim |
|
|
| (ii) Final |
|
|
FINANCIAL STATEMENTS
Financial Statements for the Financial Year 2022-23 are prepared in compliance with the
Companies Act, 2013, Indian Accounting Standards (‘Ind-AS”) and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and are forming part of the Annual Report.
OVERALL PERFORMANCE
During the year under review, your Company has profit for 67.38 Lakhs after tax. The
management is working towards growth and development of the Company.
FINANCE AND CAPITAL STRUCTURE
The Authorized Share Capital of the Company is Rs. 3,29,50,000/- (Three Crore Twenty
Nine Lakhs Fifty Thousand Only) divided into 3295000 (Thirty Two Lakhs Ninety Five
Thousand) Equity Shares of Rs. 10/- (Ten) each.
The Issued, Subscribed and Paid up Capital of the Company is Rs. 3,24,50,000/- (Three
Crore Twenty Four Lakhs Fifty Thousand Only) divided into 3245000 (Thirty Two Lakhs Forty
Five Thousand) Equity Shares of 10/- (Ten) each.
Further, there has been no change in the capital structure for the period under review.
DIVIDEND
The Company has future plans for expansion & Growth and the company will require
huge amount of fund, hence the company retain the earning of the company and planning to
deploy those internally generated funds for companys expansion & Growth.
RESERVES
Board did not create any special reserve during the year but transfer the amount of
Profit & Loss Account to the Reserve & Surplus.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of Loans, Guarantees and Investment have been disclosed in the
Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has robust systems for internal audit and corporate risk assessment and
mitigation. The Company has in place adequate internal financial controls with reference
to financial statements and no material reportable weakness was observed in the system.
Further, the Company has in place adequate internal financial controls commensurate with
the size and nature of its operations. Your Companys control system and procedures are
regularly reviewed for relevance and effectiveness and changed as per the need of business
environment. The internal auditor reports to Audit Committee of the Company.
PUBLIC DEPOSITS
The company has not accepted Deposits falling within the meaning of Section 73 of the
Companies Act, 2013 and the during the year because the company is using its internal
funds for day to day affairs of the company.
AUDITORS OF THE COMPANY
I. SECRETARIAL AUDITORS AND THEIR REPORT
The Board had appointed M/s APMG & Associates, Company Secretaries in Practice, for
the Financial Year 2022-23 to conduct the audit of Secretarial and related records of the
Company. The Secretarial Audit Report for the financial year ended March 31, 2023 is
provided in Annexure-1 to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remarks.
II. STATUTORY AUDITORS AND THEIR REPORT
M/s Sandeep Varshney & Associates, Chartared Accountants, Statutory Auditor of the
company have been as Statutory Auditors of the Company to hold office from the conclusion
of 36" Annual General Meeting until the conclusion of 41t Annual General Meeting,
subject to ratification of the appointment by the members at the respective Annual General
Meeting. Accordingly, being eligible, matter relating to the appointment of the Auditors
will be placed for ratification by members at the forthcoming Annual General Meeting. The
Auditor report as prepared by M/s Sandeep Varshney & Associates., which is self
explanatory hence no further comments required.
III. INTERNAL AUDITORS AND THEIR REPORT
The Board has appointed M/s Sushil Pruthi & Co., Chartered Accountants, New Delhi
as the Internal Auditor of the company in terms of section 138 of the companies Act, 2013
and rules made thereunder. The Internal Audit Report for the financial year ended March
31, 2023 submitted by the Internal Auditor which does not contain any qualification,
reservation or adverse remarks and which is self explainatory.
ANNUAL RETURN
The Annual Return for the year ended on March 31, 2023, can be viewed through the below
given website link www.chamakholdings.com.
Please note that since the Annual return to be prepared and required to be filed within
60 days from the date of Annual General Meeting of the Company, the copy of Annual return
shall be uploaded on the website on the very same date filed with the Registrar of
Companies and can be viewed through the above said link
DIRECTORS
Sh. Subhash Chander Kathuria, (DIN: 00125337), retires by rotation and being eligible
offers himself for re-appointment at the ensuing Annual General Meeting.
No others changes has been done during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As our company is not covered under the provisions of section 135 of the Companies Act,
2013, therefore CSR is not applicable to our company.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median employees
remuneration and other requisite details pursuant to section 197 (12) of the Companies
Act, 2013 ("Act") read with Rule 5 (1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this Report as
Annexure-2
DELISTING
The Company had received an application from Mr. Anubhav Kathuria for Delisting of
Equity Shares of the company from BSE and MSEI stock exchanges through M/s Turnaround
Corporate Advisors Pvt Ltd Merchant Banker for for the said delisting. The Board of
Directors in its meeting held on 04.05.2023 taken on record the Initial Public
Announcement made by Mr. Anubhav Kathuria, one of the Promoters of M/s Chamak Holdings
Limited along with other Promoters of the Company (hereinafter referred to as
“Acquirer”), intimating his intention to voluntarily delist the Equity Shares of
the Company from the Metropolitan Stock Exchange of India Limited and BSE Limited in terms
of regulation 8(1) of the SEBI (Delisting of Equity Shares) Regulations, 2021.
The Due-Diligence Report dated May 17, 2023 obtained from M/s G Aakash & Associates
(Firm Registration No. Firm Registration No. S2019HR656800, Peer Review Certificate No.
:1685/2022), Peer Reviewed Practicing Company Secretaries in terms of Regulation 10(3) of
the SEBI (Delisting of Equity Shares) Regulations, 2021, (Due-Diligence Report) was
reviewed and taken on record in its meeting held on 18th May 2023.
And the Board Approved the draft of the Postal Ballot Notice and the explanatory
statement thereto, in terms of Regulation 11(2) of the SEBI (Delisting of Equity Shares)
Regulations, 2021 read with applicable provisions of the Companies Act, 2013 and the rules
made thereunder, inter-alia to seek shareholders” approval for the Delisting Offer in
the Board Meeting held on 18th May,2023.
The process of Delisting of Equity Shares of the company from BSE and MSEI is in
process.
3. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and
arrangements with related parties under Section 188(1) of the Act, entered by the Company
during the financial year, were in the ordinary course of business. The Company presents a
Statement of all related party transactions before the Audit Committee on a quarterly
basis specifying the nature, value and terms and conditions of transaction. Transactions
with related parties are conducted in a transparent manner with the interest of the
Company as utmost priority. Details of such transactions are given in the accompanying
Financial Statements. Details of Transactions has been Annexed in AOC-2 as Annexure-3.
CREDIT RATING
During the year the Company under review Infomerics Valuation and Ratings Pvt. Ltd. has
assigned the following credit rating of your company which are as under: Ratings are as
follows:
| [ Short Term Bank facility |
: IVR A4 |
DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
The Company has zero Tolerance for Sexual Harassment of Women at work place. A policy
has been adopted in line with the sexual harassment at work place (Prevention, Prohibition
& Redressal) Act, 2013 and the Rules framed thereunder. During the Year, no Complaints
pertaining to sexual harassment were received.
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 and designated employees of the
Company.
All Board of Directors and the designated employees have confirmed compliance with the
Code.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
The company was not initiated any proceeding during the year, hence no any order in
favor of or against the company has been passed by any Court or Tribunal.
CONSERVATION OF ENERGY, ETC.
As required under Section 134(3)(m) read with Companies (Accounts)Rules, 2014, the
requirement of furnishing particulars of energy conservation, technology absorption, etc.
is not applicable to the Company. Further, particulars of foreign exchange earnings and
outgo are as under:
| I.Foreign |
Exchange Earned |
Nil |
| I1.Foreign |
Exchange Outgo |
8417.700 Lakhs |
DIRECTORS RESPONSIBILITY STATEMENT Refer Sec 134(3)(C)read with Sec 134(5)
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that
(a) in the preparation of the annual accounts for the year ended March 2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
(b) the directors had 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 March 31, 2023 and of th e profit and
loss of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
To avoid duplication between the Directors Report and the Management Discussion and
Analysis, we present below a composite summary of performance of the various businesses
and functions of the Company.
CORPORATE GOVERNANCE
We would like to inform you that pursuant to Regulation 15(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Regulation 27(2) i.e Filing
of Corporate Governance Report is not applicable to our Company (Chamak holdings Limited)
as the Paid up Share capital is less than Rs. 10 Crores and Net Worth is less than
Rs. 25 Crores as on the last day of previous financial year i.e 31%t March, 2023. But
in the view of good corporate governance our company is following corporate governance
principles as a good citizen of country and for ethical standards. Report of Corporate
Governance attached in Annexure-4.
RISK & CONCERNS
In the course of its business, the Company is exposed to a series of risks that could
affect its performance and the achievement of its strategic and financial goals. After
adoption of the risk management policy and processes, it enable the Company to proactively
manage uncertainty and changes in the internal and external environment to limit negative
impacts and capitalize on opportunities. It will help in business growth with financial
stability.
CAUTIONARY STATEMENT
Statements in the Annual Report, particularly those which relate to Management
Discussion and Analysis, describing the Companys objectives, projections, estimates and
expectations, may constitute ‘forward looking statements within the meaning of
applicable laws and regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.
DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016.
Not Applicable
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.
Not Applicable.
ACKNOWLEDGEMENTS
Your Directors wish to place on record and acknowledge their appreciation for the
sincere support received from the Government of India, various state governments, the
Banks/financial institutions and the esteemed Shareholders of the Company.Your Directors
are also happy to place on record their sincere appreciation to the co-operation,
commitments & contribution extended by all the employees of the Company & look
forward to enjoying their continued support & co- operation.
Date: 30/05/2023 Place: New Delhi
| Anubhav Kathuria |
Subhash Chander Kathuria |
| Managing Director |
Director |
| DIN: 01198916 |
DIN: 00125337 |
+91-9892691696
