chpl industries ltd Directors report


To

The Members of Callista Industries Limited (Formerly Known as CHPL Industries Limited)

Your Directors have pleasure in presenting the 34th Directors Report on the business and operations of the Company together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

(In Lakhs)

P A R T I C U L A R S

FY 2022-23

FY 2021-22

Revenue from Operations

-

-

Other Income

-

-

Total Revenue

-

-

Employee Benefit Expenses

-

0.12

Finance Cost

-

0.02

Depreciation and Amortization Expenses

-

-

Other Expenses

0.72

11.06

Total Expenses

0.72

11.20

Profit Before Tax

(0.72)

(11.20)

Less: Tax Expense

-

-

Profit for the Year

(0.72)

(11.20)

Other Comprehensive Income

-

-

Total Comprehensive Income/(loss) for the year

(0.72)

(11.20)

Earning Per Shares (Basic)

-

-

Earning Per Shares (Diluted)

-

-

2. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

Your Company has performed modestly in the past year despite challenging economic conditions. Nevertheless, your Directors are optimistic about the future and expect the business to perform well for the forthcoming year. Your Directors are relentlessly striving for the betterment of the business. The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review. The management of the Company is putting their best efforts to improve the performance of the Company.

3. SHARE CAPITAL:

During the year under review, there was no changes it the capital structure of the Company and the Authorized Share Capital of the Company is INR 10,00,00,000 (Indian Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares of INR 10/- each.

Further, the Paid-up Share Capital of the Company is INR 3,04,65,880 (Indian Rupees Three Crore Four Lakhs Sixty-Five Thousand Eight Hundred and Eighty Only) divided into 30,46,588 (Thirty Lakh Forty-Six Thousand Five Hundred and Eighty-Eight) Equity Shares of INR 10/- each.

4. DEPOSITS:

During the year under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

Board of Directors do not propose to transfer any amount to general reserve.

8. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

During the year under review, there was no change in the nature of the business of the Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Board of Directors

During the period under review, following changes has been occurred in the Board of Directors of the Company, as on 31st March, 2023 the composition of the Board and Key Managerial Personnel is as mentioned below.

DIN No. / PAN

Name of Director

Designation

Date of Appointment

Date of Resignation

06618645

Mrs. Rashmi Ravi Sharma

Managing

Director

14/08/2016

NA

08483914

Mrs. Binita Devang Shah

Non-Executive

Director

15/06/2019

NA

09121692

Mr. Tejas Mahesh Darji

Independent

Director

26/03/2021

NA

00829169

Mr. Abhishek Johri

Additional

14/04/2023

NA

Director

09819105

Mr. Ashish Gandhi

Whole time Director

14/04/2023

NA

Key Managerial Personnel

In terms of Section 203 of the Act, the following were designated as director or/and Key Managerial Personnel of your Company by the Board during the year:

Mr. Chetan Malik (BLVPM7705B) - Company Secretary and Compliance Officer*

Mr. Ashish Gandhi (AKHPG5293Q)- Chief Financial Officer*

(*Note: Ms. Shweta Mehrotra resigned from the post of company secretary and compliance officer with effect from 15th October, 2022 and Mr. Chetan Malik was appointed as company secretary and compliance officer with effect from 17th July, 2023.

Ms. Binita Devang Shah resigned from the post of Chief Financial Officer with effect from 29th June, 2023 and Mr. Ashish Gandhi was appointed as Chief Financial Officer with effect from 09th May, 2023.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review 04 (Four) meetings of the Board of Directors were held. The dates on which the said meetings were held:

• 25th April, 2022

• 15th October, 2022

• 15th December, 2022,

• 31st March, 2023,

The intervening gap between the Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

S. No.

Name of Director

Designation

No. of Board Meeting eligible to attend

No. of

Meetings

attended

No.

Meeting in which absent

1.

Mrs. Rashmi Ravi Sharma

Managing

Director

4

4

0

2.

Mrs. Binita Devang Shah

Director

4

4

0

3.

Mr. Tejas Mahesh Darji

Independent

Director

4

4

0

4.

Mr. Ashish Gandhi

Whole time Director

0

0

0

5.

Mr. Abhishek Johri

Additional

Director

0

0

0

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

In the FY 2022-23, there were no material changes have been occurred which may have impact on financial position of the Company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

14. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

15. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

16. INFORMATION ABOUT REMUNERATION AND PARTICULARS OF EMPLOYEES:

The information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure I".

17. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

18. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

20. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO

The particulars as prescribed under subsection (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith as "Annexure II"

21. COMMITTEES OF THE BOARD AND OTHER COMMITTEES:

Currently, the Board has following committees: Audit Committee and Nomination & Remuneration Committee.

Audit Committees:

The Audit Committee of the Company is constituted/re-constituted in line with Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

During the Financial Year under review 01 (One) meetings of the Audit Committee were convened and held on 15th December, 2022.

During the year, all recommendations of the audit committee were approved by the Board of Directors.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re- constituted in line with the provisions of Regulation 19 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

During the Financial Year under review 01 (One) meetings of the Nomination and Remuneration Committee were convened and held on 15th December, 2022.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment, Remuneration and determine Directors Independence of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at www.chplindustriesltd.com

23. RISK MANAGEMENT:

The Company is taking every care for minimizing the risk involved in the manufacturing process of the unit, business of dealers and agents and Investment Business. Our Company believes that managing helps in maximizing returns. Responsible staff is employed to take every care to minimize the risk factor in the factory. Our company does not have any separate Risk Management Policy as the unit run by it is small in size and the elements of risk threatening the companys existence is almost negligible.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year, there is transaction entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure-III".

25. NO FRAUDS REPORTED BY STATUTORY AUDITORS :

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has

formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2023 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the annual accounts for the financial year ended 31st March, 2023 on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

30. AUDITORS & AUDITORS REPORT:

Statutory Auditor:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/S. Ramanand & Associates, Chartered Accountants, Firm Registration No: 117776W were appointed as Statutory Auditors of the company till the Annual General Meeting (AGM) to be held in the year 2026.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vikas Verma Managing Partner of M/s. Vikas Verma & Associates, Practicing Company Secretary, to carry out Secretarial Audit for the financial year 2022-23. The Secretarial Audit report is annexed as "Annexure - IV" to this Report. The report does not contain any qualifications.

Cost auditors:

Pursuant to Section 148 of the Companies Act, 2013 maintenance of cost accounts and requirement of cost audit is not applicable on your company and requirement of cost audit is not applicable

Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; the Board has appointed Ms. Binita Devang Shah as the internal auditors of the Company for the financial year 2022-23.

31. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

32. ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.chplindustriesltd.com.

33. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companys website www.chplindustriesltd.com.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - V".

35. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct

enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

37. STATEMENT ON OTHER COMPLIANCES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.

38. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

Date: 26.08.2023

For & on behalf of the Board

Place: Surat

Callista Industries Limited (Formerly known as CHPL Industries Limited)

Sd/-

Sd/-

Rashmi Ravi Sharma

Abhishek Johri

Managing Director

Director

DIN:06618645

DIN:00829169