ceenik exports india ltd share price Directors report


On behalf of the Board of Directors (the "Board") of the Company, it gives me immense pleasure to present the 29th Boards Report, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2023.

Financial Performance:

Key highlights of financial performance of your Company for the financial year 2022-23 are provided below:

(Rs in Lakhs)

Current Year March 31, 2023 Previous Year March 31, 2022
Profit/(Loss) before Interest & Depreciation 111.48 48.38
Finance Cost (138.92) (111.44)
Profit/(Loss) before Depreciation (27.44) (63.06)
Depreciation (21.10) (19.88)
Profit/(Loss) before Tax (48.54) (82.94)
Tax Expenses:
Current tax 0 0
Deferred Tax Asset /(Liabilities) (6.82) (8.14)
Profit / (Loss) after Tax (55.36) (91.09)

Principal Activity:

The principal activity of the Company is Manufacturing of garments. There have been no significant changes in the nature of the principal activities during the financial year. The Company is trying to make the optimum use of the resources so available.

Dividend:

Due to loss, your directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended March 31, 2023.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirms that:

a) in the preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have 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 loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Reserves:

The company does not propose to carry any amount to the reserves. However, balance of Profit of Loss account transferred to Reserves and Surplus.

Performance of the Company:

As reported in the previous year, manufacturing garments was suspended and processing division was disposed-off. The Company didnt have any operation revenue in the Financial

Year. However, the Company earned 274.46 Lacs through its other business activities viz. property leasing and hostel business. Total revenue was limited to revenue from other business activity and increased to Rs. 274.46 lacs as against Rs. 219.91 lacs a year ago. The Company incurred a loss of Rs. 48.54 lacs as against a loss of Rs. 82.94 lacs in the previous year.

The Audited Standalone Financial Statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as

"the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditors.

Share Capital:

The Authorised Share Capital of the Company is Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs only) that is divided into 75,00,000 (Seventy Five Lakhs only) Equity Share of Rs. 10/- (Rupees Ten only) each. Presently, the Paid-up Share Capital of the Company is Rs. 3,35,00,000/- (Rupees Three Crore Thirty Five Lakhs only) divided in to 33,50,000 (Thirty Three Lakh and Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupees Ten only) each. There were no changes in share capital of the Company during the period under review.

Material Changes and Commitment:

There were no operations in the Company having material change and commitments affecting the financial position of the Company.

Subsidiary, Associate and Joint Venture Companies:

Your Company does not have any subsidiary or associate Company. Further, the Company has not entered into any joint venture.

Consolidated Financial Statements:

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

Loans, Guarantees and investments:

The Company has not given any loan or guarantee nor has provided any security. The Company has made investments in shares, the details of which are provided in the financial statements.

Public Deposits:

Your Company has not accepted any deposit from the public, its shareholders or employees during the year under review.

Internal Control System and their Adequacy:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

[A] CONSERVATION OF ENERGY:

1. Steps taken and impact on conservation of energy: Regular inspection and maintenance of all machinery and electric installations has resulted in minimum wastage of energy. 2. Steps taken by the Company for utilizing alternate sources of energy: None 3. Capital investment on energy conservation equipment: None

[B] TECHNOLOGY ABSORPTION:

1. Efforts made towards technology absorption: There is no imported technologies

2. Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable 3. Information regarding technology imported ruing the last three years: No Technology is imported 4. Expenditure incurred on Research and Development: Amt in Rs.

2022-23
Capital NIL
Recurring NIL
Total: NIL
Total R&D expenditure as a percentage of total turnover N.A.

The details of Foreign Exchange Earnings and Outgo during the year are as follows:

Foreign Exchange Earnings INR 0.00/-
Foreign Exchange Outgo INR 0.00/-

Corporate Governance:

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.

The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

Board of Directors, Key Managerial Personnels and Board Committees:

a. Directors and Key Managerial Personnel:

During the year under review, there was no change in constitution of the Board of Directors of your Company. The list of Directors and Key Managerial Personnel as on 31st March, 2023 is as follows:

1) Mrs. Kavita Narain Hingorani (DIN: 00275442) - Director

2) Mr. Narain Nanik Hingorani (DIN: 00275453) - Executive Director, Managing Director

3) Mr. Anshul Darshan Kukreja (DIN: 08617459) - Non-Executive Independent Director

4) Mrs. Roopa Haresh Teckchandani (DIN: 07037084) - Non-Executive Independent Director

5) Mr. Dhondiram Shankar Karnale (PAN: AUJPK5041Q) - Chief Financial officer (KMP)

6) Ms. Pragya Paharia (ACS No. A68912) - Company Secretary

During the year under review, the changes that took place in the composition of the Board &

Key Managerial Personnels are as follows:

1. Mr. Mayank Agarwal (ACS No. 47743) has resigned from the post of Company Secretary and Compliance Officer with effect from October 11, 2022.

2. To fill the vacant position of Company Secretary, Ms. Pragya Paharia (ACS No. A68912), was appointed as a Company Secretary and Compliance Officer of the Company with effect from January 18, 2023.

Post financial year the following changes have taken place;

Mr. Anshul Darshan Kukreja (DIN: 08617459) has resigned from the position of Non-Executive Independent Director of the Company with effect from closure of working hours of July 31, 2023.

Mrs. Roopa Haresh Teckchandani (DIN: 07037084) has also resigned from the position of Non-Executive Independent Director of the Company with effect from closure of working hours of July 31, 2023.

Ms. Pragya Paharia (ACS No. A68912) has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from July 31, 2023.

As on March 31, 2023, none of the other Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Companies Act, 2013. The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 read with Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.

In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfill the Conditions specified in the

Companies Act, 2013 and the rules made thereunder and are independent of the management. Further, all the independent directors on the Board of the Company have complied with the provisions of Section 150 of the Companies Act, 2013 read with rules framed thereunder.

b. Number of Board Meetings:

During the financial year ended March 31, 2023, Seven (7) meetings of the Board of Directors were conducted on May 30, 2022; August 13, 2022; September 03, 2022; October 15, 2022; November 11, 2022; January 18, 2023 and February 13, 2023. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes.

The name and the categories of the directors on the Board, their attendance at the board Meeting held during the year and then number of directorship and committee chairmanship/membership held by them in other Companies are given herein below:

Attendance in Meetings

No. of other Directorships in other

No. of Committee position held in the Company**

Name of Director

Designation No. of shares held Company including this company Chairman Member
Board EOGM AGM

Mrs. Kavita Narain Hingorani

Director 10,50,500 7 yes yes 3 - 1

Mr. Narain Nanik Hingorani

Managing Director 8,24,100 7 yes yes 3 - 1

Mrs. Roopa Haresh Teckchandani

Non- Executive Independent Director - 7 yes yes 1 1 -

Mr. Anshul Darshan Kukreja

Non- Executive Independent Director - 7 yes yes 1 1 1

Notes:

* An Extra ordinary general Meeting of the members was held on Friday, November 18, 2022 through Video Conferencing (VC)/Other Audio Visual Means (OAVM). ** For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered. c. Meeting of Independent Directors:

One meeting of the Independent Directors was held on February 13, 2023 pursuant to Section 149(8) read with Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. Director Retiring by Rotation:

Pursuant to provisions of section 152 of the Companies Act, 2013 (the "Act") and in terms of the Memorandum and Articles of Association of the Company, Mr. Narain Nanik Hingorani (DIN: 00275453), Managing Director is liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 29th AGM of the Company, for a brief profile of the Director.

e. Board Committees:

I. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations. The Audit Committee should comprise of minimum three directors as members out of which at least two third should be Independent Directors and all directors shall be financially literate and at least one member shall have accounting or related financial management expertise. Chairperson of the committee shall be an independent director.

The Committee met 4 times during the financial year 2022-2023. The composition of the Audit Committee & attendance of the members in the meeting during the year is as follows:

Name

Designation

Designation

No. of Meetings Attended

Mrs. Roopa Haresh Teckchandani Non-Executive, Independent Director Chairperson 4
Mr. Anshul Darshan Kukreja Non-Executive, Independent Director Member 4
Mrs. Kavita Narain Hingorani Director Member 4

The terms of reference of are stipulated by the Board of Directors to the Audit Committee are as contained under Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

II. Nomination & Remuneration Committee:

Pursuant to section 178 of the Act, nomination and remuneration committee must fulfill below mentioned points: o The committee shall comprise of at least three directors; o All directors of the committee shall be non-executive directors; o At least one half of the directors shall be independent directors.

During the year under the review, the committee met 2 (twice). The composition of the Nomination and Remuneration Committee of the Board of Directors & attendance of the members in the meeting during the year is as follows:

Name

Designation

Designation

No. of Meetings Attended

Mrs. Roopa Haresh Teckchandani Non-Executive, Independent Director Chairperson 2
Mr. Anshul Darshan Kukreja Non-Executive, Independent Director Member 2
Mrs. Kavita Narain Hingorani Director Member 2

The terms of reference of Nomination and Remuneration Committee are as contained under Section 178 of the Companies Act, 2013.

III. Stakeholder Relationship Committee:

Pursuant to section 178 (5) of the Act, stakeholders relationship committee must fulfill below mentioned points:

o Chairman of this committee shall be a non-executive director.

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.

a. The Committee periodically reviews the status of shareholders grievances and redressal of the same. The Committee met four times in the financial year. The necessary quorum was present for all the meetings.

The composition of Stakeholders Relationship Committee and attendance of the members during the year is as given below.

Name

Designation

Designation

No. of Meetings Attended
Mr. Anshul Darshan Kukreja Non-Executive, Independent Director Chairperson 4
Mr. Narain Nanik Hingorani Managing Director Member 4

All the complaints received during the year have been disposed-off by the Company. No complaints are pending as on the year ended March 31, 2023.

The terms of reference of the Stakeholders Relationship Committee are as contained under Section 178 of the Companies Act, 2013.

Performance Evaluation of the Board, Committees and Directors:

Pursuant to the provisions of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of the management and non-executive directors.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Managerial Personnel and their remuneration. The remuneration policy, as adopted by the company, envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.

Code of Conduct:

The Board of Directors has laid down a Code of Conduct for the Board of Directors and Senior Management (the Code) for all the Board members and all the employees in the management grade of the Company. The Code covers amongst other things like Companys commitment to honest & ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health & safety, transparency and compliance of laws & regulations etc. The Code of Conduct is hosted on the website of the Company.

The Company has also adopted a Code of Conduct for Prevention of Insider Trading and Code for Fair Disclosure with a view to regulate trading in securities by the Directors and designated employees person of the Company in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure I.

Relations between the management and employees remained cordial through-out the year. The Company had a total 4 permanent employees as on 31st March, 2023.

During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Familiarisation Programme for Independent Directors:

Independent Directors are familiarised with their roles, rights and responsibilities in the company as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

CSR Committee:

The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Internal Control System and its Adequacy:

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.

Transactions with related parties:

There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company; hence details are not required to be given under AOC-2. The details of the related party transactions are provided elsewhere in this annual report in the Notes to Accounts to the Financial Statements. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval.

Development and Implementation of a Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

Auditors:

i) Statutory Auditor:

At the 25th AGM held on 20th August 2019 M/s. J. S. Uberoi & Co., Chartered Accountants (Registration No. 111107W), was appointed as Statutory Auditors of the company for a term of 5 Years from the Financial Year 2019-20 onwards. Accordingly, J. S. Uberoi & Co., Chartered Accountants will continue as statutory auditors of the Company till the financial year 2023-24.

The Auditors Report and notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

ii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed Mrs. Amita Karia, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report is annexed herewith as "Annexure-II".

The qualifications provided in the report are self-explanatory and along with explanation of Board are as follows.

Comments on qualifications in Secretarial Audit Report:

Comments in Secretarial Audit Report

Directors Comment

The Composition of Nomination and Remuneration Committee of the Company is not in accordance with provisions of Section 178 of the Companies Act, 2013 The company is in due process to comply with the same.
The website of the company is not maintained properly With respect to maintenance of website, there have been continuous technical issues from the website vendor. The management of the company shall take all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations.
The Company has not appointed Internal Auditor during the financial year 2021-22 and 2022-23 The Company has failed to comply with the provisions relating to appointment of Internal Auditor. It assures to do timely compliance in future under the applicable acts & regulations.
The Company have not provided Certificate of Non-Disqualification of Directors Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) in the Annual Report for the Financial year 2021-22. The Company have taken the Certificate of Non- Disqualification Directors Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) for Financial year 2021-22. However, the same was not enclosed with the Annual Report for the Financial Year 2021-22.
The Company have not provided WTD/CEO/CFO Certificate pursuant to SEBI Listing Regulations in the Annual Report for the Financial Year 2021-22. The Company have taken the Certificate duly signed by CEO of the Company. However, the same was not enclosed in the Annual Report.

The other comments of the auditor are self-explanatory and the company shall strive its best to comply with the statutory compliance in the future. The management of the company shall take all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations.

iii) Internal Auditor:

The Company failed to appoint the Internal Auditor for F.Y. 2022-23. Hene, the report has not been provided.

iv) Cost Auditor:

The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder.

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals:

No such order was passed by any of the authorities, which impacts the going concern status and companys operations in future.

Reporting of Fraud:

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors.

Annual Return:

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the year ended 31st March, 2023 shall be placed on the website of the Company at www.ceenik.in.

Postal Ballot:

During the year, your Company has not passed any resolution through Postal Ballot.

Vigil Mechanism:

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company.

Prevention of Sexual Harassment at Workplace:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your Company has duly constituted an internal complaint committee. The Committee has formulated policy to ensure protection to its female employees.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing

Regulations) is enclosed as a part of this report.

WTD/CEO/CFO Certification:

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

Indian Accounting Standards (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS and the financial statements for the year ended March 31, 2023 are prepared in accordance to the same.

Secretarial Standards Disclosure:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

General:

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. Issue of equity shares with differential right as to dividend, voting or otherwise b. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report. c. Neither the Managing Director nor the Whole-time Director of the Company receives any remuneration or commission. d. The Company has not raised funds through preferential allotment or qualified institutional placement.

Acknowledgement:

The Board of Directors of your Company wishes to express gratitude for the cooperation, guidance and support received from the Ministry of Finance, various other Ministries and Departments of the Government of India, Securities and Exchange Board of India, the Reserve Bank of India, other regulatory bodies and State Governments. The Board of Directors also acknowledges the constant cooperation received from all correspondent banks and other members of the banking fraternity. The Board of Directors would like to sincerely thank Banks, Financial Institutions and other investors and shareholders for their continued support. The Directors of your Company place on record their appreciation of the dedicated and sincere service rendered by the officers and staff at all levels.

By the order of the Board

For Ceenik Exports (India) Limited

s/d

Place: Navi Mumbai

(Narain Nanik Hingorani)

Date: 11/08/2023

Chairman & Managing Director

DIN: 00275453