chandni textiles engineering industries ltd Directors report

Dear Shareholders,

Your Directors have pleasure in presenting the 37^th Annual Report together with Audited Financial Statements for the year ended March 31, 2023 of Candour Techtex Limited (Formerly known as Chandni Textiles Engineering Industries Limited). The Financial Results of the Company have been summarized and given below:

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

(In Rupees)

Particulars	2022-2023	2021-2022
Revenue from Operations	59,63,26,659	1,74,18,97,137
Other Income	4,22,33,013	1,59,39,483
T otal Revenue	63,85,59,672	1,75,78,36,620
Profit before depreciation, finance costs & tax	4,43,92,984	4,53,86,499
Less: Depreciation and Amortisation	1,62,07,305	1,62,65,775
Finance Costs	51,14,144	47,22,265
Profit before exceptional items and tax	2,30,71,535	2,43,98,459
Less: Exceptional Items	-	-
Profit before tax	2,30,71,535	2,43,98,459
Tax Expense
Current tax	40,16,758	41,74,657
Deferred tax	(39,81,741)	27,24,414
Profit after tax	2,30,36,519	1,74,99,387
Balance brought forward from previous year	4,37,03,900	2,61,04,655
Less: Effect of Adoption of IND AS (net of taxes)	-	-
Add: Other comprehensive Income	(1,10,206)	99,858
Balance carried to balance sheet	6,66,30,213	4,37,03,900

2. OPERATIONS OF THE COMPANY

Turnover of the Company has Decreased to Rs. 59,63,26,659/- in the Current Year as compared to Rs. 1,74,18,97,137/- in the Previous Year.

The Profit before tax has Decreased to Rs. 2,30,71,535/- in the Current Year as compared to Rs. 2,43,98,459/- in the Previous Year.

The Net Profit after tax has increased to Rs. 2,30,36,519/- in the Current Year as compared to Rs.1,74,99,387/- in the Previous Year.

3. DIVIDEND:

The Board of Directors ("Board") after assessing the performance, capital position, solvency and liquidity levels of the Company and in order to conserve the resources of Company, your Directors do not recommend any dividend.

The Company has formulated a Dividend Distribution Policy which has been approved by the Board. In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") the Dividend Distribution Policy is hosted on the website of the Company at www.cteil.com.

4. TRANSFER TO RESERVES:

The Company had profits Rs. 2,29,26,313/- as at March 31, 2023. An amount of Rs. 2,29,26,313/- is proposed to be retained in the Profit & Loss Account. Other comprehensive figure

5. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the financial year, there has been no change in the business of the Company or in the nature of business carried by the Company during the financial year under review. The Company is exploring the possibility to enter into the technical textile business.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments, if any, affecting the financial position of the Company which have occurred between end of the financial year of the Company to which the Financial Statements relate and the date of the Report.

7. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2023, your Company does not have any Subsidiary, Associate or Joint Venture Companies.

8. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status and the Companys operation in future.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita Jayesh Mehta, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment which has been annexed to this report as "Annexure -1".

Mr. Jayesh Ramniklal Mehta has been re-appointed as a Managing Director in the ensuing Annual General Meeting for a period of five years commencing from April 01, 2022 to March 31, 2027. The Board of Directors recommends her re-appointment which has been annexed to this report as "Annexure -1".

None of the Directors is disqualified for appointment/ re-appointment under Section 164 of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors Report.

The Composition of the Board, Meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

All Independent Directors have given Declaration of compliance of Rule 6(1) & (2) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended along with the declaration that they meet the Criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

During the Financial Year 2022 - 2023, there was no change in the Composition of Board of Directors.

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Jayesh Ramniklal Mehta, Managing Director, Mr. Shailesh Pandurang Sankav, Chief Financial Officer and Mrs. Kirti Pathak, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company during the year.

10. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Five Board Meetings were conducted i.e. May 30, 2022, August 13, 2022, November 9, 2022, February 13, 2023 and March 31, 2023. All the Directors were present in the entire Board Meeting for the F.Y. 2022-23. The Composition of the Board and other details relating to the Board Meetings has been provided in the Corporate Governance Report. The gap between two Board Meetings did not exceed 120 days as per Section 173 of the Companies Act, 2013.

11. COMMITTEES:

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 read with Rules framed thereunder viz.,

i) Audit Committee.

ii) Nomination and Remuneration Committee.

iii) Stakeholders Relationship Committee.

The Composition of all such Committees, Number of Meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

i) AUDIT COMMITTEE:

As on March 31, 2023 the Audit Committee of the Board of Directors of the Company comprises of 4 (Four) Members namely:

• Mr. Rameshchand Garg - Chairperson.

• Mr. Bharat Sugnomal Bhatia - Member.

• Mrs. Mansi Harsh Dave - Member.

• Mr. Jayesh Ramniklal Mehta - Member.

During the year Four Committee Meetings were held on May 30, 2022, August 13, 2022, November 09, 2022 and February 13, 2023. All the Members were present in all the Four Audit Committee Meeting for the F.Y. ended 2022 - 23.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

ii) NOMINATION AND REMUNERATION COMMITTEE:

As on March 31, 2023 the Nomination & Remuneration Committee of the Board of Directors of the Company comprises of 4 (Four) Members namely:

• Mr. Bharat Sugnomal Bhatia - Chairperson.

• Mr. Rameshchand Garg - Member

• Mrs. Mansi Harsh Dave - Member.

• Mr.Jayesh Ramniklal Mehta - Member

During the year One Committee Meetings were held on August 13, 2022. All the Members were present in the Nomination & Remuneration Committee Meeting for the F.Y. ended 2022 - 23.

The Board accepted the recommendations of the Nomination & Remuneration Committee whenever made by the Committee during the year.

iii) STAKEHOLDER RELATIONSHIP COMMITTEE:

As on March 31, 2023 the Stakeholder Relationship Committee of the Board of Directors of the Company comprises of 4 (Four) Members namely:

• Mr. Bharat Sugnomal Bhatia - Chairperson.

• Mr. Jayesh R. Mehta - Member

• Mrs. Mansi Harsh Dave - Member.

• Mr. Rameshchand Garg - Member.

During the year Four Committee Meetings were held on May 30, 2022, August 13, 2022, November 09, 2022 and February 13, 2023. All the Members were present in the Stakeholder Relationship Committee Meeting for the F.Y. ended 2022 - 23.

The Board accepted the recommendations of the Stakeholder Relationship Committee whenever made by the Committee during the year.

12. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declaration of compliance of Rule 6(1) & (2) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended along with the declaration that they meet the Criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

The Company convened Independent Directors Separate Meeting in terms of Schedule IV to the Companies Act, 2013 on February 13, 2023.

13. PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and there are no outstanding deposits which are pending for repayment.

14. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Company has been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee ("NRC"). Based on the recommendation of the NRC, the remuneration of Executive Director is fixed in accordance with the provisions of the Companies Act, 2013 which comprises of Basic Salary, Perquisites, Allowances and Commission. The Remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions Companies Act, 2013.

The criteria for Appointment of Board of Directors and Remuneration Policy of your Company are placed on the website of the Company www.cteil.com.

15. EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee formulated the criteria for evaluation of the performance of the Board of Directors, its various Committees constituted as per the provisions of the Companies Act, 2013 and Individual Directors. Based on that, the Board of Directors carried out an Annual Evaluation of its own performance and of its various Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and expressed their satisfaction with its performance and performance of its Committees. The Board of Directors also evaluated the performance of Individual Director on the basis of self- appraisal and expressed their satisfactory performance. The Board of Directors also carried out an Annual Performance Evaluation of its Independent Directors and expressed their satisfaction with their functioning / performance.

16. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2022 - 2023. The Report is attached herewith as "Annexure - II" to the Boards Report.

There are no qualifications, reservations, adverse remark or disclaimer in the Secretarial Audit Report.

During the year no instances of fraud were reported by the Secretarial Auditors of the Company.

17. ANNUAL RETURN:

The Annual Return for F.Y. 2022 - 2023 is available on the website of the Company at www.cteil.com.

18. AUDITORS:

STATUTORY AUDITORS:

M/s Ambavat Jain & Associates, LLP Chartered Accountants (Firm Registration No.: 109681W) were re-appointed as Statutory Auditors of the Company for a period of Five (5) years till the conclusion of 42^nd Annual General Meeting of the Company.

The Auditors Report on Standalone Financial Statements for the F.Y. 2022 - 2023, issued by M/s. Ambavat Jain & Associates LLP, Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

During the year no instances of fraud were reported by the Statutory Auditors of the Company as per Section 142(12) of the Companies Act, 2013.

19. STATUTORY AUDITORS REPORT:

The Auditors Report on Standalone Financial Statements for the F.Y. 2022 - 2023 issued by M/s. Ambavat Jain & Associates, LLP Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

20. PARTICULARS OF LOAN GIVEN. INVESTMENTS MADE. GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT:

The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in Note No.4 to the Financial Statements. The Company has not given any loans and guarantees under Section 186 of the Act during the F.Y. 2022 - 2023.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of Contracts or Arrangements entered into by the Company with Related Parties referred to in Sub - Section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure - III" to this report. All Related Party Transactions are presented to the Audit Committee and the Board. The Company has framed a Policy on Related Party Transactions. The Policy on Related Party Transaction can be accessed on the website of the Company www.cteil.com.

22. RISK MANAGEMENT:

The Company has a Risk Management framework for identification, assessment and mitigation of risks. This framework essentially creates transparency and minimizes the risk and adverse impact on the business objectives and enhances the Companys competitive edge. This frame work consists of various risk models helping in indentifying risk, risk trends, exposure and potential influence analysis is separately for various business segments and at various levels of the Company.

Based on the operations of the Company new risks, if any, are identified, appropriate steps are taken to mitigate them. Our internal control encompasses various management system, structures of organisation, standard and code of conduct which all put together help in managing the risks associated with the Company.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has a proper and adequate system of Internal Controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. An extensive programme of Internal Audits and Management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The Company has in placed adequate Internal Financial Controls with reference to Financial Statements.

In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the Financial Statements.

24. ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company www.cteil.com.

25. CORPORATE GOVERNANCE :

A Report on Corporate Governance along with a Certificate from Practicing Company Secretary of the Company confirming of Corporate Governance requirements as stipulated under Regulation 27 of SEBI (LODR) Regulations, 2015 forms part of this Annual Report.

26. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this Policy is to provide Protection against Sexual Harassment of Women at Workplace and for Redressal of any such complaints of Harassment.

Pursuant to requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, it is hereby declared that the Company has not received any complaint of Sexual Harassment during the year.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO AS STIPULATED UNDER SECTION 134(3) (M) OF THE COMPANIES ACT. 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES. 2014:

(a) Conservation of Energy :

Technology up gradation, modernization, and the introduction of control instrumentation are practiced realizing the full potential of energy conservation in our organization. The Company does a continual improvement for optimum utilization of resources to ensure minimize consumption of energy, water, natural resources while maximizing production volumes in eco friendly manner.

(b) Technology Absorption:

Your Company has not imported any technology for manufacture of textiles yarn or plastic crates.

(c) Foreign Exchange Earnings and Outgo:

	FY 2022 - 2023	FY 2021 - 2022
Total Foreign Exchange Outgo	NIL	NIL
Total Foreign Exchange Earned (FOB)	NIL	NIL

28. PARTICULARS OF EMPLOYEES:

Information as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in "Annexure - IV" to the Directors Report. There are no employees employed throughout the financial year that was in receipt of remuneration of Rs. 1.02 Crores or more, or employed for part of the year and in receipt of Rs. 8.5 Lakhs or more a month, as mentioned under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report attached as "Annexure - V".

30. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN SECURITIES:

During the year, Company has amended the Code of Conduct for Prevention of Insider Trading in Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018, which is effective from April 01, 2019. The amended Code is uploaded on the website of the Company. The objective of the Code is to protect the interest of shareholders at large, to prevent misuse of any Unpublished Price Sensitive Information ("UPSI") and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Persons and Employees.

Further, the Company has maintained Structured Digital Database ("SDD") under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015 for capturing and maintain the trail of sharing UPSI of the Company with the Designated Persons.

31. REPORTING OF FRAUD BY THE AUDITORS:

Pursuant to the provisions of Section 143 (12) of the Companies Act, 2013, no instance of fraud has been reported by the Auditors against the Company.

32. INSIDER TRADING CODE:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code") which are in force. The Fair Disclosure Code is available on the website of the Company at www.cteil.com.

33. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has complied the applicable provisions of Secretarial Standards i.e. SS - 1 and SS -2, issued by Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act during the year under Report.

34. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid Annual Listing Fees for the year 2023 - 2024 to both the Stock Exchanges i.e. The BSE Limited and The Metropolitan Stock Exchange of India Limited where the Companys shares are listed.

35. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors to the best of their knowledge hereby state and confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures.

(b) The Directors 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 March 31, 2023 and of its profit for the year.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and were operating effectively, and

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

36. CAUTIONARY STATEMENT:

Statements in Annual Report, including 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.

37. ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to all employees for their enormous efforts at the individual level as well as their collective contribution to the Companys performance. The Directors would also like to thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Government and all the Other Business Associates for the continuous support given by them to the Company and their confidence in Management.

	For and on behalf of Board of Directors
	Candour Techtex Limited
	Sd/-
	Jayesh Ramniklal Mehta
Date: August 14, 2023.	Managing Director
Place: Mumbai	DIN:00193029