To
The Members,
CKP Products Limited
The Directors of your Company have pleasure in presenting the Fifth Annual Report on
the business and operations of the Company together with the audited financial statements
for the financial year ended 31st March, 2019 on standalone basis as well as consolidated.
1. Financial Highlights (Standalone):
|
2018-2019 |
2017-2018 |
| Particulars |
|
|
|
(In Rs.) |
(In Rs.) |
| Total Income |
2,49,79,26,128 |
1,69,59,19,019 |
| Profit before Depreciation & Tax |
1,01,12,316 |
2,40,55,183 |
| Less: Depreciation |
3,59,506 |
7,35,413 |
| Profit before Tax |
97,52,810 |
2,33,19,769 |
| Less: Tax |
|
|
| • Current Tax |
23,08,530 |
74,90,910 |
| • Deferred Tax |
13,826 |
79,243 |
| Profit after tax |
74,58,493 |
1,59,08,102 |
| Balance of profit of previous year |
2,97,82,545 |
1,38,74,443 |
| Reserves & Surplus |
10,17,49,879 |
9,42,90,386 |
2. Financial Performance (Standalone):
The total revenue generated of our Company for the year ended 31st March, 2019 have
grown by 47.29% as compared with the previous year. Net Profit for the year under review
whereas has been decreased by 53.12% as compared to the previous financial year.
3. Dividend:
Our Company have considered it financially prudent in the long-term interest of the
Company to reinvest the profits to build a strong reserve base and grow the business of
the Company. Therefore, no dividend has been recommended for the year ended 31st March,
2019.
4. Transfer to Reserves:
The Company has not transferred any amounts to reserve during the financial year ended
31st March, 2019.
5. Share Capital:
• Authorized Share Capital:
The Authorized Share Capital of the Company as at 31st March, 2019 is Rs.4,25,00,000/-
divided into 42,50,000 Equity Shares of Rs. 10/- each.
• Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at 31st March, 2019 is Rs.
4,02,30,000/- divided into 40,23,000 Equity Shares of Rs. 10/- each.
6. Auditors and Their Reports:
• Statutory Auditor:
Pursuant to Section 139(2) of the Companies Act, 2013 read with rule 6 of Companies
(Audit and Auditors) Rules, 2014, M/s. R.T. & Co., Chartered Accountants, were
appointed for period of 5 years in third Annual General Meeting held on 30th September,
2016.
The Members may note that consequent to the changes made in the Companies Act, 2013 and
the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA)
vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act,
2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)
Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at
every AGM has been done away with. Therefore, the Company is not seeking any ratification
of appointment of M/s. R.T. & Co. Chartered Accountants as the Auditors of the
Company, by the Members at the ensuing AGM.
The auditors report for the financial year under consideration does not contain any
qualifications, reservations or adverse remarks. The said report also forms a part of this
Annual Report.
• Secretarial Auditor:
In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Board at its meeting held on 08th March, 2019 appointed M/s. AJS & Associates
Company Secretaries, as the Secretarial Auditor of the Company, to conduct the Secretarial
Audit for the financial year ended 31st March, 2019 and to submit Secretarial Audit Report
in Form No. MR-3. A copy of the Secretarial Audit Report received from M/s. AJS &
Associates in the prescribed Form No. MR-3 is annexed to this Boards Report and which is
marked as "Annexure - A".
Internal Auditor:
Pursuant to Section 138 of the Act and rules framed therein the Board of Directors has
appointed M/s. Ritesh Burad & Co. Chartered Accountants, (Membership No. 103781) as
the Internal Auditors for conducting Audit for the financial year under consideration.
The internal auditor has not reported any qualifications, reservations or adverse
opinions during the year under review.
7. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this
Annual Report. Certain statements in the aforementioned report may be forward looking.
Many factors may affect the actual results, which could be different from what the
Directors envisage in terms of the future performance and outlook. A report in the form of
Management Discussion and Analysis Report is annexed hereto as "Annexure B"
and forms part of this Report.
8. Subsidiaries, Joint Ventures and Associate Companies: Subsidiary /
Joint Ventures:
The Company has not entered into joint venture with any Company but has the following
subsidiaries as on 31st March, 2019:
• Eternite Trading FZE (100%) (UAE)
The Company has made disinvestment from its subsidiaries viz. Wiseman Commodities Sdn.
Bhd. (Malaysia) with effect from 11th May, 2018.
• Associate:
The Company does not have any investment in other companies which can be categorized as
Associate Companies.
In terms of Section 129 of the Companies Act, 2013 read with third proviso to Rule 5 of
Companies (Accounts) Rules, 2014, the statement containing the salient feature of the
financial statement of Subsidiary as well as Associate Company in Form AOC-1 is
enclosed as "Annexure C" which forms a part of this report.
9. Details of Directors Including Those Who Were Appointed or Have Resigned
During the Year:
• Appointment & Cessation:
During the year under review the following directors were appointed in the Annual
General Meeting held on 29th September, 2018:
| Name of the Directors |
Designation |
| Ms. Shradha Dhanda |
Non-Executive Non-Independent Director |
| Ms. Kruti Bhagat |
Non-Executive Independent Director |
| Mr. Abhishek Jain |
Non-Executive Independent Director |
And the following directors resigned from the Board with effect from 04th October,
2018:
| Name of the Directors |
Designation |
| Mr. Vishal Ahuja |
Non-Executive Non-Independent Director |
| Ms. Chandni Shah |
Non-Executive Independent Director |
| Mr. Sagar KArwa |
Non-Executive Independent Director |
• Re-appointment:
In accordance with the provisions of the Companies Act, 2013, Ms. Shradha Dhanda,
Director of the Company, being the longest in the office amongst the directors liable to
retire by rotation, retires from the Board by rotation this year and, being eligible, has
offered her candidature for re appointment. Necessary resolution for this purpose is being
proposed in the notice of the ensuing Annual General Meeting for the approval of the
members.
10.Key Managerial Personnel:
During the year under review, the Company had the following Key Managerial Personnel:
• Mr. Dhrutish Kapadia Chief Executive Officer (The term of two years of his
original appointment had expired thus he was reappointed for a further term of five years
till 2023 in the board meeting held on 02nd April, 2018.)
• Mr. Anurag Bhosale Chief Financial Officer*
• Ms. Diviya Nadar Company Secretary*
Note*:
• Mr. Anurag Bhosale was appointed as a CFO in place of Mr. Bhupesh Jain with
effect from 08th March, 2019.
• • Ms. Diviya Nadar was appointed as a Company Secretary in place of
Mr. Deep Shah with effect from 01st June, 2018.
11.Declaration by Independent Directors:
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI LODR, that he/she
meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013
and Regulation 16 of SEBI LODR.
12.Board Meetings:
The meetings of the Board are scheduled at regular intervals to discuss and decide the
business performance, policies, strategies and other matters of significance. The schedule
of the meetings is circulated in advance, to ensure proper planning and effective
participation in meetings.
Ten Meetings of Board of Directors were held during the financial year 2018-19. The
maximum interval between any two meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013. The details of the Board Meeting and the Attendance of the Directors
are provided in the Corporate Governance Report which forms a part of this Annual Report.
13.Deposits:
The Company did not hold any public deposits at the beginning of the year nor has it
accepted any public deposits during the year under review.
14.Particulars of Contracts or Arrangements made with Related Parties:
The Company does not have any contract or arrangement or transaction with related party
in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be
provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC 2 is not
applicable and need not to be furnished.
The Disclosures as required under Accounting Standard 18 (AS-18) ‘Related Party
Disclosures notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been
provided in the Notes forming part of the Financial Statements.
15.Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:
In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, a statement containing information
on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is
given in "Annexure- D" forming part of this Report.
16.Deposits:
The Company has not accepted any deposits from the public/members under Section 73 of
the Act read with Companies (Acceptance of Deposits) Rules, 2014 since inception.
17.Extract of The Annual Return:
In terms of Section 92 of the Companies Act, 2013 read with the Companies (Management
and Administration) Rules, 2014, details forming the part of the extract of Annual Return
in the Form No. MGT-9 as on 31st March, 2019 is enclosed in "Annexure E"
forming part of this Report.
18.Particulars of Employees:
The information required pursuant to Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company has been appended as "Annexure F".
The Board of Directors affirms that the remuneration paid to employees of the Company
is as per the Remuneration Policy of the Company.
19.Performance Evaluation:
Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19
of SEBI LODR, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its
various committees. A structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the Boards
functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations,
independence, governance, ethics and values, adherence to corporate governance norms,
interpersonal relationships, attendance and contribution at meetings etc.
A separate exercise was carried out to evaluate the performance of individual
Directors, including the Chairperson of the Board, who were evaluated on parameters such
as participation and contribution by a Director, commitment, including guidance provided
to the senior management outside of Board/ committee meetings, effective deployment of
knowledge and expertise, effective management of relationship with various stakeholders,
independence of behaviour and judgment etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the
Chairperson and CEO was carried out by the Independent Directors. The evaluation process
has been explained in the corporate governance report. The Board reviewed the evaluation
results as collated by the Nomination and Remuneration Committee.
20.Detail of Loans, Guarantees and Investments u/s 186 of the Act:
In terms of Section 186 of the Companies Act, 2013 and Rules framed thereunder, details
of the Loans given and Investments made by your Company have been disclosed in Note No. 10
& 11 of the Notes to Financial Statements for the year ended 31st March, 2019, which
forms part of this Annual Report.
Our Company has not given any guarantee or provided any security during the year under
review.
21.Policy Against Sexual Harassment:
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The Company
is committed to provide a safe and secure environment to its women employees across its
functions and other women stakeholders, as they are considered as integral and important
part of the Organization. The policy aims to provide protection to employees at the
workplace and preventing and redressing complaints of sexual harassment and it covers
matters connected or incidental thereto. There were no cases/ complaints reported during
the year under review.
22.Compliance with Secretarial Standards on Board and General Meetings:
During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).
23. Statutory Disclosures:
None of the Directors of our Company are disqualified as per the provisions of Section
164(2) of the Companies Act, 2013. Our Directors have made necessary disclosures, as
required under various provisions of the Companies Act and SEBI LODR.
24.Vigil Mechanism:
In terms of provisions of Section 177 of the Companies Act, 2013 and Rules framed
thereunder read with Regulation 22 of the Listing Regulations, the Company has a Vigil
Mechanism cum Whistle Blower
Policy (‘Vigil Mechanism) in place. The Vigil Mechanism is a system for providing
a tool to the employees of the Company to report violation of personnel policies of the
Company, unethical behavior, suspected or actual fraud, violation of code of conduct. The
Company is committed to provide requisite safeguards for the protection of the persons who
raise such concerns from reprisals or victimization. Further details in this regard have
been outlined in the Corporate Governance report annexed to this Annual Report.
25.Policy on Nomination and Remuneration:
The Companys current policy is to have an appropriate mix of Executive and Independent
Directors to maintain the independence of the Board and separate its functions of
governance and management. The Board periodically evaluates the need for change in its
composition and size. The Nomination and Remuneration Committee is entrusted with the
responsibility of identifying and ascertaining the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management level
and recommending their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line with the
requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that
a person should possess adequate qualification, expertise and experience for the position
he / she is considered for appointment. The Committee has discretion to decide whether
qualification, expertise and experience possessed by a person is sufficient / satisfactory
for the concerned position. The policy is made available at Companys website uploaded at
the link http://www.ckpproducts.in/documents/policies/Nomination_and_Remuneration.pdf
26.Prevention of Insider Trading Code:
In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company
has formulated and approved:
• An Insider Trading Code to regulate dealing in the securities of the Company by
designated persons in compliance with the regulations; and
• A Policy for Fair Disclosure of Unpublished Price Sensitive Information.
The aforementioned policy is made available at the companys website uploaded at the
link http://www.ckpproducts.in/documents/policies/Insider_Trading_Policy_2015.pdf
27.Human Resource:
The Company believes that intellectual capital represents its most valuable asset.
People are one of the key and critical success factors for the Company. The Company
encourages a performance driven culture and enables the employees with focused training at
regular intervals. In an ever-increasing competitive landscape, our focus is on continuous
skill development at every level. Regular training programmes are organized to help
acquire new skills and to refresh and upgrade the existing ones.
Employee satisfaction is a top priority, and the Company ensures that all its employees
enjoy a safe, healthy and progressive work environment at all its offices. The Companys
HR works cohesively with the employees to help them in their personal as well as
professional development.
28.Corporate Governance:
Your Company is committed to maintain the highest standards of corporate governance. We
believe that sound corporate governance is critical to enhance and retain investor. We
have implemented several best corporate governance practices in the Company to enhance
long-term shareholder value and respect minority rights in all our business decisions. Our
corporate governance report for FY19 pursuant to Regulation 34 (3) read with Schedule V of
the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015, also forms part of this Annual Report.
29. Regulatory Actions:
There are no significant or material orders passed by the regulators or courts or
tribunals which could impact the going concern status and operations of the Company in
future.
30. Material Changes:
There have been no material changes and commitments affecting the financial position of
the Company have occurred between 31st March, 2019 and date of this report. Further, it is
hereby confirmed that there has been no change in the nature of business of the Company.
31. Corporate Social Responsibility (CSR):
During the year under review the Company does not satisfies the Condition for
composition of a CSR Committee. The Board annually reviews the criteria for applicability
of the CSR Committee for the company.
32. Directors Responsibility Statement:
In terms of the provisions of Companies Act, 2013, the Directors state that:
• In preparation of the annual accounts for the financial year ended 31st March,
2019, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
• 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 true and fair view of the state of affairs of the Company at the end of the financial
year as on 31st March, 2019 and of the profit of the Company for that period;
• The directors had taken proper and sufficient care for 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;
• The directors had prepared the annual accounts on a going concern basis; 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
• 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.
33.Acknowledgements:
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by customers, vendors, regulators, banks, financial institutions
stock exchanges and depositories, auditors, legal advisors, consultants, business
associates and all the employees with whose help, cooperation and hard work the Company is
able to achieve the results.
The Board deeply acknowledges the trust and confidence placed by the consumers of the
Company and all its shareholders.
|
By Order of the Board of Directors |
|
For CKP PRODUCTS LIMITED |
|
(Formerly known as Jai Maha Oil Depot Private
Limited) |
|
Sd/- |
Sd/- |
|
Chanakya Dhanda |
Shradha Dhanda |
| Date: 23rd August, 2019 |
Director |
Director |
| Place: Mumbai |
DIN: 02709047 |
DIN: 07840687 |
+91-9892691696
