Chandrima Mercantiles Ltd Directors Report.

To,

The Members,

Your Directors present the 39th Annual Report of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2021.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31st March, 2021 and for the previous Financial Year ended on 31st March, 2020 is given below:

Particulars 2020-2021 2019-2020
Revenue from Operations 1,397.00 00
Other Income 00 7.56
Total Income 1,397.00 7.56
Total Expenses 1,766.83 7.66
Profit / (Loss) Before Tax (369.83) (0.10)
Current Tax - -
Deferred Tax - -
Profit / (Loss) for the Period (369.83) (0.10)

2. OPERATIONS

Total revenue for Financial Year 2020-21 is Rs. 1397.00 Lakhs compared to the total revenue of Rs. 7.56 Lakhs of Previous Year. The loss after tax of the Company for the Financial Year 2020-21 stood at Rs. 369.83 Lakhs as compared to loss after tax for Previous Year of Rs. 0.10 Lakhs.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of the Company during the year under review.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT - 9 is uploaded on the website of the Company.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 12 (Twelve) times viz. 30th June, 2020, 3rd July, 2020, 13th August, 2020, 23rd September, 2020, 25th September, 2020, 24th October, 2020, 28th October, 2020, 31st October, 2020, 26th November, 2020, 8th December, 2020, 12th February, 2021 and 27th February, 2021.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2021 the applicable accounting standards have been followed and there are no material departure from the same,

b. 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 a true and fair view of the state of affairs of the Company at the end of Financial Year and of the profit of the Company for the Financial Year ended on 31st March, 2021,

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

d. The directors had prepared the Annual Accounts on a going concern basis,

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f. 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.

7. COMMENT ON AUDITORS REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on 31st March, 2021.

Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

11. RESERVES & SURPLUS

The Company has a Closing Balance of Rs. (2,60,73,841)/- as Reserve and Surplus as on 31st March, 2021.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No. Particulars Amount (in Rs.)
1. Surplus in the Profit & Loss Account at the beginning of the year 30,45,347
2. Current Years Profit / (Loss) (3,69,82,728)
3. Amount of Securities Premium and other Reserves 78,63,540
Total (2,60,73,841)

12. DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2020-21 (Previous year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

Apart from the change as mentioned below, no material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statement relates and up till the date of Report.

14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

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

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the financial year 2020-21 (Previous Year - Nil).

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN / PAN
1. Kaupilkumar Shah3 Whole - Time Director 08937535
2. Shitalben Kaupilkumar Shah1 Non-Executive Director 08935979
3. Rakesh Kumar Zala2 Non-Executive Director 08973414
4. Kaupilkumar Shah3 CFO -
5 Jinal Modi4 Managing Director 07153155
6 Kunal Mehta5 Director 07157524
7 Pooja Kumari6 Director 07147312
8 Parth Patel7 Company Secretary -
9 Jignesh Patel8 Company Secretary -
10 Mr. Pranav Vajani9 Independent Director 09213749
11 Mr. Ziral Soni10 Independent Director 09213763
12 Mr. Pranav Trivedi11 Whole - Time Director 09218324
13 Mr. Pranav Trivedi11 CFO -

 1 Ms. Shitalben Shah is appointed as Non-Executive Director to the board of the Company w.e.f. 28th October, 2020 and resigned from the post w.e.f. 7th September, 2021.

 2 Mr. Rakesh Kumar Zala is appointed as Independent Director to the board of the Company w.e.f. 26th November, 2020 and his designation was changed to Non-Executive Director w.e.f. 1st July, 2021.

 3 Mr. Kaupilkumar Shah is appointed as Whole-Time Director & CFO of the Company w.e.f. 8th December, 2020 and resigned from the post w.e.f. 7th September, 2021.

 4 Mr. Jinal Modi has resigned from the post of Managing Director of the Company w.e.f. 31st October, 2020.

 5 Mr. Kunal Mehta resigned from the post of Director of the Company w.e.f. 26th November, 2020.

 6 Ms. Pooja Kumari has resigned from the post of Director of the Company w.e.f. 28th October, 2020.

 7 Mr. Parth Patel has resigned from the post w.e.f. 29th April, 2020.

 8 Mr. Jignesh Patel was appointed as Company Secretary w.e.f. 8th December, 2020 & has resigned from the post w.e.f. 27th April, 2021.

 9 Mr. Pranav Vajani was appointed as Independent Director of the Company w.e.f. 1st July, 2021.

 10 Ms. Ziral Soni was appointed as Independent Director of the Company w.e.f. 1st July, 2021.

 11 Mr. Pranav Trivedi was appointed as Whole-Time Director and CFO of the Company w.e.f. 1st July, 2021.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2020-21 and till the date of Boards Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

18. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Pranav Vajani and Ms. Ziral Soni, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

19. CORPORATE GOVERNANCE

Since the paid up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company, Joint Venture Company or Associate Company.

21. DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the Financial Year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

22. STATUTORY AUDITOR

M/s. Gopal C. Shah & Co.., Chartered Accountants, Ahmedabad were appointed as the Statutory Auditors of the Company. The Auditors report for the Financial Year ended 31st March, 2021 has been issued with an unmodified opinion by the Statutory Auditors.

23. SECRETARIAL AUDITOR

The Board appointed Mr. Jitendra Parmar, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report for the Financial Year ended 31st March, 2021 is annexed herewith marked as Annexure-1 to this Report.

24. DISCLOSURES

A. Composition of Audit Committee:

The members of the Committee are as follows:

Name Designation
Ms. Ziral Soni Chairman
Mr. Rakeshkumar Zala Member
Mr. Pranav T rivedi Member

(The details of Committee members are as on the date of Boards Report)

B. Composition of Nomination and Remuneration Committee: The members of the Committee are as follows:

Name Designation
Mr. Rakeshkumar Zala Chairman
Ms. Ziral Soni Member
Mr. Pranav Vajani

(The details of Committee members are as on the date of Boards Report) C. Composition of Stakeholders Relationship Committee:

The members of the Committee are as follows:

Name Designation
Mr. Rakeshkumar Zala Chairman
Mr. Pranav T rivedi Member
Mr. Pranav Vajani Member

(The details of Committee members are as on the date of Boards Report)

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure - 2.

27. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

By the Order of the Board of
Chandrima Mercantiles Limited
Sd/- Sd/-
Pranav Trivedi Rakeshkumar Zala
Whole-Time Director Director
DIN:09218324 DIN: 08973414
Registered Office:
A/12, Punam Parina Flats, Nr. Vasna Telephone Exchange, Vasna, Ahmedabad - 380 007
Date: 7th September, 2021
Place: Ahmedabad