Chandra Prabhu International Ltd Directors Report.

To the Members of Chandra Prabhu International Ltd.

Your Directors are pleased to have this opportunity to report on Companys progress during the year financial year 2017-18 and to submit the 33rd Annual Report & Audited Financial Statements (standalone & consolidated) for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2017-18 2016-2017 2017-18 2016-2017
Turnover/ Income from operations 5952.76 2826.52 6626.72 3720.58
Other Income 81.46 166. 95 90.96 172.41
Profit/(Loss) before tax, finance cost & depreciation (429.39) 211.12 (398.48) 221.73
Finance Cost 109.52 80.00 143.14 111.36
Depreciation 12.79 14.72 19.56 19.59
Exceptional items ( income)
Profit/(Loss) before tax (551.70) 116.40 (561.18) 90.78
Current Tax - 25.50 - 25.72
Tax Adjustments for earlier years (.19) (1 .29) (.19) (1.29)
Deferred Tax (139.90) (2.47) (152.23) (2.91)
MAT Credit Entitlement - (5.39) - (5.39)
Other Adjusments (.36) - (.36) -
Profit/(Loss) After Tax (411.25) 100.05 (408.40) 74.64
Add/(Less):Other Comprehensive Income (net of taxes) (0.42) (0.01) (0.42) (0.01)
Total Comprehensive Income/ (Expenses) for the year (411.67) 100.04 (408.82) 74.63

DIVIDEND

Keeping in view the current financial position and future working capital requirements of the Company, the Board has not recommended any dividend for the financial year ending on 31st March 2018.

TRANSFER TO RESERVE

Your Directors have proposed not to transfer any sum to the General Reserve.

COMPANYS PERFORMANCE

During the year, the performance of the Company was depressing and the turnover during the year was Rs. 5952.76 lakh. as against Rs. 2826.52 lakh in the previous year indicating a increment of about 110% over the last year. The year under review resulted in Net loss of Rs. 551.70 lakh which was mainly due to increase in custom duty imposed by government about 50% in agro product, hence there was a downfall in the market practice of agro products as compared to Net profit of Rs. 116.40 lakh during the previous year. The management is optimistic on the performance of the Company in future and a detailed discussion is provided under Management discussion and analysis report.

On consolidated basis, revenue from operations for FY 2017-18 is Rs. 6626.72 lakh as against Rs. 3720.58 lakh in previous year indicating a increment of about 78% over the last year.

HUMAN RESOURCE DEVELOPMENT

Human Resource is not only an integral part of any organisation but also strive its success and growth. The Company believes that human resources are the key resources and integral part the organisation and endeavours to create a culture of openness and empowerment amongst its employees and provide good carrier development.

Your Company believes in trust transparency & teamwork to improve employees productivity at all levels and is committed to the welfare of the employees and their families by putting review and reward system in place.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no material changes noted and observed by the Board of the Company which have occurred between the close of the financial year on March 31,2018 to which the financial statement relates and the date of this report.

SUBSIDIARY AND ASSOCIATES COMPANIES

The Company has only one wholly owned subsidiary of the Company namely M/s. Alsan Rubber & Chemicals Private Limited (CIN: U52100DL1995PTC068763) [ARCPL] as on March 31, 2018. ARCPL is mainly engaged in the business of trading of rubbers. During the year under review, ARCPL registered revenue from operations of Rs. 673.96 lacs as compared to a revenue of Rs. 894.06 lacs in financial year 2016-17. There was a profit of Rs. 2.85 lacs for the year under review as against loss of Rs. (25.40 lacs) for the previous year. ARCPL continues to supply its entire supply/ to the Company. There has been no material change in the nature of the business of the subsidiaries.

There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (“Act”).

Pursuant to provisions of section 129(3) of the Act, a report on the performance and financial position of the Companys aforesaid subsidiary is annexed in the prescribed Form AOC-1 to this Report as Annexure —I

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures;

ii) they 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 end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2017-18.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and Rules made there under as amended from time to time and Regulation 17 of the SEBI (LODR) Regulations 2015, Mr. Prakash Goyal, Mr. Nishant Goyal was appointed as independent director in the Annual General Meeting held on 30th September 2014 of the company. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act & SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

There has been change in the key managerial personnel during the Financial year 2017-18. Mr. Jagdish Jhunjhunwala resigned from the post of Director of the company w.e.f. 4thJune 2018.

Mr. Jitendra Kumar Mishra has been appointed as an additional director pursuant to section 161 of the Companies Act, 2013 w.e.f August 14, 2018 and further designated him as an Independent Director pursuant to provision of Section 149 ,150 and 152 of the Companies Act,2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and pursuant to SEBI (LODR) Regulations, 2015.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of your Company, met 8 (Eight) times during the Financial year ended March 31, 2018, i.e. on 17th April, 2017, 26th May, 2017, 5th July, 2017, 11th August, 2017, 26th October 2017, 14th November, 2017, 21st December, 2017 and 13th Feb, 2018 respectively. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the Listing obligations & Disclosure Requirements of SEBI.

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 (“NRC”) 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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this directors report.

The board on recommendation of Nomination and Remuneration Committee approved Remuneration Policy for Director, KMP and Senior Management Employee are also available at the website of the company i.e. www.cpil.com .

RISK MANAGEMENT POLICY

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,the Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.

INTERNAL CONTROL SYSTEMS

The Companys internal control systems are audited by B. Rattan and Associates. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and no. of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The details of which are given in the Corporate Governance Report. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of section 139 of the Act and the rules framed there under, the company at its AGM held on 16th September, 2017 appointed M/s Mittal Garg Gupta & Co. Chartered Accountants as the statutory auditor for a term of 5(Five) consecutive years from the conclusion of the 32nd annual general meeting upto the conclusion of 37th annual general meeting to be held in the year 2022.

The appointment of auditor is required to be ratified by the members at every Annual General Meeting, but in accordance with the Companies Amendment Act, 2017 enforced on 7 May 2018 by the Ministry of Corporate Affairs ,the appointment of statutory auditor is not required to be ratified at every Annual General Meeting

SECRETARIAL AUDITORS & THEIR REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under and on the recommendation of the Audit Committee, the Board of Directors of the Company have voluntarily appointed M/s. KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2017-2018. The Company has received consent from M/s. KKS & Associates, Company Secretaries, for their appointment. Further, his secretarial audit report is annexed as Annexure-IV to this Report in prescribed Form MR-3.

QUALIFICATIONS IN AUDIT REPORTS

There is no qualification, disclaimer, reservation or adverse remark or disclaimer made either by the statutory auditors in his report and by the company secretary in practice (Secretarial Auditor) in his secretarial audit report.

DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD

The Company is not required to maintained the cost record as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

FUTURE PROSPECTS

Despite of the depressed performance of the company in last few years, the Company is optimistic to improve its overall performance with the existing trading portfolio of synthetic rubber, Coal, and agro products. And the company shall endeavor to capitalize further its trading portfolio.

The Companys plan of entering into business execution of all kinds of infrastructure projects is in progress and management of the company is evaluating various suitable prospects. On successful implementation of future projects and on the strength of its existing product portfolio, operational efficiency and enhanced network, the management, on overall basis, expects a robust growth and enhanced market share. The Board expects that the Company will continue to improve its overall performance and excel to enhance the profitability of the Company, in the present economic scenario and huge potential demand of these products in the Indian market, via its strategy competency, operational efficiencies and new line of activity on its successful implementation.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act 2013 and Regulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges, the consolidated Financial Statements of the Company, including the financial detail of the subsidiary Company of the Company, forms part of this Annual Report .The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any. The Policy can be accessed at the website of the company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee and also the Board/Members for their approval, wherever necessary. The related party transactions entered during the financial year were on an arms length basis and were in the ordinary course of business.

Except the contracts/arrangements or transactions entered into by the Company with the related parties referred to in sub —section (1) of Section 188 of the Companies Act, 2013 during the course of business but which were not at arms length basis .The details of the same are annexed herewith as “Annexure-II” in the prescribed Form AOC-2.

There were no materially significant related party transactions during the financial year except with wholly owned subsidiary as mentioned in AOC-2.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the non executive directors vis-a-vis the company, alongwith criteria for such payments and disclosures on the remuneration of directors alongwith their shareholding are disclosed Form MGT-9, which forms a part of this Report and Corporate Governance Report.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no relationship between directors inter se during the Financial Year 2017-18 except Mr. Akash Jain, Joint Managing Director and Mrs. Sheetal Jain (Woman Director) wife of Mr. Akash Jain, however she resigned from directorship on May 26, 2017.

However as on date there is inter se relation between Mr. Gajraj Jain, who is father of Mr. Akash Jain, and husband of Mrs. Hemlata Jain. Mr. Gajraj Jain was appointed as Chairman cum managing director(Additional) of the company w.e.f April 17, 2017 and regularized at 32nd annual general meeting. Further Mrs. Hemlata Jain, mother of Mr. Akash Jain and wife of Mr. Gajraj Jain, was appointed as Additional Woman Director on the Board of the company and regularized at 32nd annual general meeting held on 16th September, 2017.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 was Rs. 36,980,000/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2018, no other director holds any share in the Company except Mr. Akash Jain, Joint Managing Director who holds 3,45,000 (9. 33%) Equity shares of the Company and Mrs. Sheetal Jain, Woman Director who holds 1,90,002 (5.14 %) Equity shares of the Company, However she has resigned from directorship on 26 May 2017 but continues to holds equity shares of the company. Further Mrs. Hemlata jain ,one of the promoter holding 6,46,430(17.48%) Equity shares of the Company was inducted as Woman Director (Additional) and regularized at 32nd annual general meeting held on 16th September, 2017.

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & disclosure Requirements) Regulations, 2015. The instruction(s) for e-voting for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

EXTRACT OF ANNUAL RETURN

As required under Section 92 (3) read with Rule 12 of Companies (Management &

Administration), Rules, 2014, the extract of the Annual Return in the prescribed form MGT- 9 is annexed herewith as “Annexure III”.

Link of same also available on website of the company i.e, www.cpil.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in respect to Conservation of Energy technology absorption, foreign exchange earnings and outgo, pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:-

a. Conservation of energy NIL
b. Technology Absorption NIL (Rs.)
c. Foreign Exchange Earnings Current Year NIL
Previous Year NIL
d. Foreign Exchange Earning & Outgo NIL
Foreign Exchange Earning
1. Foreign Exchange Outgo
i) Foreign Traveling Expenses Current Year Rs. NIL
Previous Year Rs. NIL
ii) CIF Value of Imports Current Year Rs. 5917 Lakh
Previous Year Rs. 3553 Lakh

PARTICULARS EMPLOYEES PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Your company does not have any employee, whose particulars are required to be given under the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014

PUBLIC DEPOSITS

During the year the Company has not received any Deposits from public, covered under Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 134 (3) (g), towards inclusion of the details of Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made there under in this report, the same are given in the notes to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressel) Act, 2013 and the Rules framed there under for prevention and redressal of complaints of sexual harassment at workplace, along with a structured reporting and redressal mechanism. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act. There were no complaint regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who are covered under this policy till the date of this report.

COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The companys equity shares continue to be listed on the Bombay Stock Exchange (BSE), Mumbai which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 20172018.

ACKNOWLEDGEMENT

Your Directors place on record their warm appreciation of the assistance and cooperation extended by various Government Departments, Authorities, and Business Partners etc. Your Directors also place on record their deep appreciation of the support provided by the Bankers associated with the company.

Your companys employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your companys employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.

For and on behalf of the board of directors
Chandra Prabhu International Limited
Akash Jain Prakash Goyal
Date : August 29, 2018 Joint Managing Director Director
Place : New Delhi DIN: 00049303 DIN: 02598736