Chatha Foods Ltd Directors Report

To the Members,

The Board of Directors are pleased to present the 27^TH Annual Report of CHATHA FOODS LIMITED, CIN: L15310PB1997PLC020578, formerly known as Chatha Foods Private Limited ( the Company ), together with the Audited Financial Statements for the Financial Year ended 31^st March 2024.

1. FINANCIAL SUMMARY:

Particulars	For the period ended on 31st March 2024	For the period ended on 31st March 2023
Revenue from Operations	13379.93	11,722.77
Other Income	3.27	1.46
Total Income	13,383.20	11,724.23
Total Expenses	12,527.33	11,387.23
Profit before exceptional and extraordinary items	855.87	337.00
Exceptional items	-	-
Extraordinary items	-	-
Profit before tax	855.87	337.00
Current Tax	230.69	55.91
Deferred tax	8.50	91.82
Minimum Alternate Tax (MAT) credit entitlement	-	(55.91)
Profit for the year	616.68	245.20

2. STATE OF COMPANYS AFFAIRS AND REVIEW OF OPERATIONS:

During the year under review, the Company has earned a total revenue of Rs. 13379.93 Lakhs for the year ended March 31, 2024 as against Rs. 11,722.77 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 855.87 Lakhs for the year ended March 31, 2024 as compared to Rs. 337 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 616.68 Lakhs as compared to Rs. 245.20 Lakhs in the previous financial year.

3. Alteration to Memorandum and Articles of Association:

During year under review, Company has altered its MOA and AOA in following events:

Conversion of Private Limited into Public Limited:

The Company was converted from a Private Limited to a Public Limited Company on September 8, 2023, following the issuance of a fresh Certificate of Incorporation by the Registrar of Companies, Punjab & Chandigarh. Consequently, the Company s name has been changed to CHATHA FOODS LIMITED (formerly known as Chatha Foods Private Limited). This conversion necessitates corresponding amendments to the Memorandum and Articles of Association to reflect the Company s new status and ensure compliance with the regulatory requirements for public companies.

Alteration of Memorandum of Association of the Company pursuant to increase in

Authorized Share Capital:

During the period under review, the Company increased its Authorized Share Capital from Rs. 13,00,00,000/- (Rupees Thirteen Crore Only) to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only). This Change was approved by a resolution passed at the Extra-ordinary general meeting held on September 13, 2023. As a result, the Company has altered the Clause V, pertaining to Share Capital, in the Memorandum of Association to reflect the increase in Authorized Share Capital.

4. Change in the nature of business, if any:

Throughout the financial year under review, the Company continued its primary operations of manufacturing and supplying processed meat across India. During this period, the Company raised funds through an Initial Public Offering (IPO) to finance the establishment of a new plant focused on Vegetarian Frozen Ready-to-Eat (RTE) and Ready-to-Cook (RTC) products. These advancements represent a significant shift in the nature of the Company s business during the year.

5. Dividend:

In order to conserve the resources for long run working capital requirement and expansion of business, your Board of Directors has not recommended any Dividend for the financial year ended March 31, 2024.

6. General Reserves:

The Company has not transferred any amount to General Reserve during the year.

7. Share Capital:

Authorised Share Capital:

During the year under review, your Company has increased its authorized share capital from Rs. 13,00,00,000/- (Rupees Thirteen Crore Only)divided into 1,30,00,000 (One Crore Thirty lacs only) equity shares of the face value of Rs 10 (Ten Rupees) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty lacs only)equity shares of the face value of Rs 10 (Ten Rupees) each vide members resolution passed in the Extra-ordinary general meeting held on September 13, 2023.

Issued and Paid-Up Share Capital:

During the year under review your Company has made following allotments:

1) The company has issued 41,33,720 (Forty One Lacs Thirty Three Thousand Seven Hundred Twenty) Bonus shares of face value of Rs. 10/- (Rupees) each to the existing Shareholders of the Company in the ratio of 1:3 on October 6, 2023.

2) Your Company has issued and allotted 59,62,000 ( Fifty Nine Lakh Sixty Two Thousand only) equity shares of face value of Rs.10 each at an issue price of Rs.56 (Rupees Fifty Six only) per share including the premium of Rs.46 (Rupees Forty six only) pursuant to the Initial Public Offering ("IPO") of the Company.

Consequent to the above allotments, the issued, subscribed and paid-up share capital of your Company as on March 31, 2024 is Rs. 22,49,68,790/- (Rupees Twenty Two Crore Forty Nine Lacs Sixty Eight Thousand Seven Hundred and Ninety Only) divided into 2,24,96,879 (Two Crore Twenty Four Lacs Ninety Six Thousand Eight Hundred Seventy Nine) shares of the face value of Rs 10 (Ten Rupees) each.

8. Directors and Key Managerial Personnel: a) Composition of Board:

The Board of Directors of the Company, at present comprises of 6 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The board of directors of the company comprises of 6 (Six) Directors, consisting of 2 (Two) Whole-Time Directors, 1 (One) Managing Director, 3 (Three) Independent Directors including 1(One) Independent Women Director. The constitution of the Board of the Company is in accordance with the provisions of the Companies Act, 2013.

The Board of Directors of your Company comprised of the following Directors, as on March 31st, 2024:

Name of the Director	Designation
MR.PARAMJIT SINGH CHATHA	Chairman & Managing Director
MR. GURPREET CHATHA	Whole-time director
MR. GURCHARAN SINGH GOSAL	Whole-time director
MR. SANJIV SWARUP	Non-Executive Independent Director
MR. PURNACHAND UPADRASHTA	Non-Executive Independent Director
MS. CHINMAYEE SWARUP DEULGAONKAR	Non-Executive Independent Director

b) Appointment and Re-appointment:

The following changes have taken place in the Board of your Company during the Financial Year 2023-24:

SR. NO. NAME OF DIRECTOR AND KMP	PARTICULARS OF CHANGE
01 MR. PARAMJIT SINGH CHATHA	Mr. Paramjit Singh Chatha has been re-appointed as a Managing Director of the Company, to hold office for a term of 5 (Five) years commencing from September 11, 2023 upto September 10, 2028. Furthermore, he was appointed as a Chairman w.e.f 22.01.2024.
02 MR. GURPREET CHATHA	Mr. Gurpreet Chatha has been redesignated as the Whole-Time Director of the company. His term of office will be for a period of five (5) years, starting from September 11, 2023, and ending on September 10, 2028.
03 MR. GURCHARAN SINGH GOSAL	Mr. Gurcharan Singh Gosal has been redesignated as the Whole-Time Director of the company. His term of office will be for a period of five (5) years, starting from September 11, 2023, and ending on September 10, 2028.
04 MR. IQBAL SINGH CHATHA	Mr. Iqbal Singh Chatha has been redesignated as Chairman and Non- Executive Director. Additionally, he resigned from his directorship, effective from January 17, 2024.
05 MR. SANJIV SWARUP	Mr. Sanjiv Swarup has been appointed as the non-executive Independent Director of the company. His term of directorship with the company is from January 22, 2024, to January 21, 2029.
06 MR. PURNACHAND UPADRASHTA	Mr. Purnachand Upadrashta has been appointed as the non-executive Independent Director of the company. His term of office will be for a period of five (5) years, starting from September 11, 2023, and ending on September 10, 2028.
07 MR. CHINMAYEE SWARUP DEULGAONKAR	Ms. Chinmayee Deulgaonkar has been appointed as the non-executive Independent Director of the company. Her term of office will be for a period of five (5) years, starting from September 11, 2023, and ending on September 10, 2028.

c) Director retiring by rotation:

Pursuant to the provisions of Section 152(6) of the Act, Mr. Paramjit Singh Chatha (DIN: 01154225), Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for re-appointment.

Such retirement and re- appointment of the Managing director does not affect his appointment as a Managing director of the Company and he shall continue to hold their office as a Managing director from the date of original appointment.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

d) Cessation:

During the financial year under review, Mr. Iqbal Singh Chatha (DIN: 01472105), Chairman and Non- Executive Director has resigned from his directorship w.e.f 17.01.2024.

e) Key Managerial Personnel (KMP):

During the year under review the following changes have taken place in the composition of the Key Managerial Personnel:

Name of KMP	DESIGNATION	EFFECTIVE DATE	APPOINTMENT/CESSATION
Mr. Navit Kumar	Company Secretary	31/07/2023	Resignation
Ms. Nidhi	Company Secretary	01/08/2023	Appointment
Ms.Nidhi	Company Secretary	15/09/2023	Resignation
Ms.Priyanka Oberoi	Company Secretary	15/09/2023	Appointment
Mr. Vishal Singh Sirmauria	Chief Financial Officer	15/09/2023	Appointment
Mr. Paramjit Singh Chatha	Managing Director	11/09/2024	Re-designated
Mr. Gurpreet Chatha	Whole Time Director	11/09/2024	Re-designated
Mr. Gurcharan Singh Gosal	Whole Time Director	11/09/2024	Re-designated

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are:

Name of the Key Managerial Personnel	Designation
Mr. Paramjit Singh Chatha	Managing Director
Mr. Gurpreet Chatha	Whole Time Director
Mr. Gurcharan Singh Gosal	Whole Time Director
Mr. Vishal Singh Sirmauria	Chief Financial Officer
Ms. Priyanka Oberoi	Company Secretary & Compliance Officer

f) Disclosures by Directors:

The Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors under Section 164(2) and other declarations as to compliance with the Companies Act, 2013.

g) Disqualifications of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 and the Board herewith takes on record the eligibility of all the Directors to continue as Directors of the Company in terms of Sec 164(2) of the Companies Act, 2013.

h) Independence & Other Matters Pertaining to Independent Directors

As on March 31st, 2024, the following Directors on your Company s Board were Non-Executive Independent Director :

1 Mr. Sanjiv Swarup

2 Mr. Purnachand Upadrashta

3. Ms. Chinmayee Swarup Deulgaonkar

With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director and is of the opinion that they are the person of integrity and possess relevant expertise and experience and there continued association as Director will be of immense benefit and in the best interest of the Company.

Further, in the opinion of the Board, the independent directors appointed during the financial year are the person of integrity and possesses relevant expertise and experience.

9. Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ( IICA ).

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of Independent Directors by entire Board without presence of Independent Director being evaluated.

The Directors has been satisfied with the performance of all the Independent directors and is of opinion that all Independent Directors are the person of integrity and possess relevant experience and expertise.

11. Listing of Equity Shares

During the year under review, Equity shares of your Company got listed on the BSE SME Platform on March 27, 2024. The Company obtained in principal approval from BSE (SME Platform) on March 1, 2024.

12. Initial Public Offer & consequent listing of Shares on SME Exchange of BSE Limited

During the period under review, the Company has made an SME Initial Public Offer (IPO) for 59,62,000 (Fifty-Nine Lakh Sixty Two Thousand only) equity shares of face value of Rs.10 each.

The issue price was Rs.56 (Rupees Fifty- Six only) per share including the premium of Rs.46 (Rupees Forty -six only) per equity share.

The said equity shares were allotted in the following manner: -

16,98,000 Equity shares were allotted to Anchor Investors;

11,32,000 Equity Shares were allotted to Qualified Institutional Buyers (except Anchor Investors);

8, 50,000 Equity Shares were allotted to Non-Institutional Bidders.

19,82,000 Equity Shares were allotted to Retail Individual Bidders; and

3,00,000 Equity Shares were allotted to Market Maker.

The Company s equity shares were listed on the Stock Exchanges viz., BSE Limited w.e.f. March 27, 2024.

Your Company has issued and allotted 59,62,000 ( Fifty Nine Lakh Sixty Two Thousand only) equity shares of face value of Rs.10 each on cash at an issue price of Rs.56 (Rupees Fifty Six only) per share including the premium of Rs.46 (Rupees Forty six only) pursuant to the Initial Public Offering ("IPO") of the Company.

13. Dematerialization of Shares

All the Shares of your Company were in Dematerialization mode as on March 31, 2024. The ISIN of the Equity Shares of your Company is INE0AH901011.

14. Details of Subsidiary/Joint Ventures/Associate Companies

During the year under review, the Company do not have any subsidiary/joint ventures/Associate companies.

15. Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company s business policy and strategies apart from other urgent business matter. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice and agenda of the Board/ Committee meetings is circulated in accordance with the provisions of the Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, Board of Directors of the Company met 22(Twenty-Two) times as April 21, 2023, June 15, 2023, June 23, 2023, July 10, 2023, July 14, 2023, July 15, 2023, August 23, 2023, September 08, 2023, September 11, 2023, September 15, 2023, September 30, 2023, October 06, 2023, November 11, 2023, January 17, 2024, January 22, 2024, January 27, 2024, February 06, 2024, March 08, 2024, March 12, 2024, March 15, 2024, March 22, 2024, March 22, 2024

The details of attendance of each Directors at the Board Meetings are given below;

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Paramjit Singh Chatha	08.10.1997	-	22	20
Mr. Gurcharan Singh Gosal	01.10.2001	-	22	18
Mr. Gurpreet Chatha	30.08.2004	-	22	20
Mr. Iqbal Singh Chatha	08.10.1997	17.01.2024	14	13
Mr. Ravi Mathur	05.09.2013	15.07.2023	6	1
Mr. Purnachand Upadrashta	11.09.2023	-	13	3
Ms. Chinmayee Swarup Deulgaonkar	11.09.2023	-	13	3
Mr. Sanjiv Swarup	22.01.2024	-	7	3

The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act, 2013.

16. Committees of the Board

Presently, the Board has following Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

a. Audit Committee

The Audit Committee was duly constituted on September11, 2023 in accordance with the provisions of Section 177 of the Companies Act, 2013. Following the resignation of one its members, the committee is reconstituted on January 27, 2024.

During the year under review, Audit committee met 2(Two) times viz on February 05,2024 and March 08, 2024.

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Purnachand Upadrashta	Chairman	Non-Executive Independent Director	2	2
Ms. Chinmayee Swarup Deulgaonkar	Member	Non-Executive Independent Director	2	2
Mr. Paramjit Singh Chatha	Member	Managing Director	2	1

The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was duly constituted on September 11, 2023 in accordance with the provisions of Section 178 of the Companies Act, 2013. Following the resignation of one its members , the committee was reconstituted on January 27, 2024

During the year under review, committee met 2(Two) times viz on January 22,2024 and March 15, 2024.

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Purnachand Upadrashta	Chairman	Non-Executive Independent Director	2	1
Ms. Chinmayee Swarup Deulgaonkar	Member	Non-Executive Independent Director	2	2
Mr. Sanjiv Swarup	Member	Non-Executive Independent Director	1	1

The Company Secretary of the Company acts as a Secretary to the Committee.

The purpose of the Nomination and Remuneration Committee ( NRC ) is to oversee the Company s nomination process for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Nomination and Remuneration Policy.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of directors and also a policy for the remuneration of directors, key managerial personnel, and senior management.

The policy will be updated on the website of the company once it has been approved by the Board of Directors.

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was duly constituted on September 11 , 2023 in accordance with the provisions of Section 178 of the Companies Act, 2013. Following the resignation of one its members, the committee is reconstituted on January 27, 2024.

During the Financial Year 2023-24, the Stakeholders Relationship Committee met 1(One) time on January 17, 2024.

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Purnachand Upadrashta	Chairman	Non-Executive Independent Director	1	0
Mr. Paramjit Singh Chatha	Member	Managing Director	1	1
Mr. Gurpreet Chatha	Member	Whole Time Director	1	1

The Company Secretary of the Company acts as a Secretary to the Committee.

The Stakeholders Relationship Committee considers and resolves the grievances of our shareholders including complaints relating to non-receipt of annual report, transfer and transmission of securities, issue of new/duplicate certificates, general meetings and such other Grievances as may be raised by the security holders of the Company, from time to time.

17. Meeting of Independent Directors

Pursuant to Secretarial Standard -1 and Schedule IV of the Companies Act, 2013 the independent directors shall conduct at least One (1) meeting in a Financial Year to review the performance of Non- Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company have conducted a meeting dated March 27, 2024 without presence of non-independent director where they review the performance of all non-independent director of the Company and the board as a whole, also review the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

18. Risk Management Policy

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz.

(1) Risk Assessment;

(2) Risk Management;

(3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company s enterprise wide risk management framework; and

(b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company s risk management policies and systems.

19. Corporate Governance

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

As the Company is listed on the SME Platform of BSE, the corporate Governance provisions do not apply. Consequently, the Corporate Governance report is not included in the Annual Report.

20. Non-Applicability of the Indian Accounting Standards

As per provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111(E) on February 16th, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w. e. f. April 15, 2017. As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 1st, 2017.

21. Auditors

A. Statutory Auditors

Statutory Auditors of the Company, M/S. A BAFNA & CO, Chartered Accountants (Firm s Registration No. 003660C), have confirmed their eligibility under Sec 141 of Companies Act 2013 and that they are not disqualified for appointment.

Auditors Report

During the year under review, the Auditor s Report does not contain any qualifications/ adverse remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further explanation by the Board of Directors. There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

Internal Financial Controls and its Adequacy

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

B. Secretarial Auditors

The Board of Directors of your Company, had appointed M/s. Jaspreet Dhawan & Associates, Practicing Company Secretary (PCS No. 8545), as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Secretarial Audit Report

The Secretarial Audit Report submitted by M/s. Jaspreet Dhawan & Associates, the Secretarial Auditors, for the Financial Year 2023-24 is annexed as "Annexure-A" to this Board s Report. The reply to the observations of Secretarial auditors is attached as addendum to Director report.

C. Appointment Of Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, M/S. D J N K & CO. (LLP), was appointed as an Internal Auditor of the Company for the Financial Year 2023-24.

22. Details in respect of frauds reported by auditors under sub-Section (12) of Section 143

During the year under review, there are no frauds reported by the Statutory Auditors of the Company under Section 143 (12)of the companies Act 2013.

22. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2024 and to the date of this report

23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Company s operations in future.

24. Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no amount remains unclaimed with the Company as on 31st March 2024.

25. Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "B".

26. Partiulars of contracts or arrangements with related parties

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2023-24 were either undertaken on the basis of approval by the Audit Committee and/or Board. All related party transactions were at arm s length basis and in the ordinary course of business in compliance with the applicable provisions of the Companies Act, 2013.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the standalone financial statements forming part of this Annual Report.

Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

27. Details of application made or proceeding pending under the insolvency and bankruptcy code, 2016

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016.

28. Details of difference between valuation amount on one time settlement and valuation while availing loan from bank and financial institutions

During the year under review, there was no instance of one-time settlement of loans/ financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

29. Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the company in previous financial year 2022-23.

But the profit of the company for the financial year 2023-24 is more than 5 Crore therefore the CSR provisions become applicable on the company for the F.Y 2024-25.

30. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises.

The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: Nil

b) No. of Complaints disposed: Nil

Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. Particulars Of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure-C to this Report.

32. Cost Records

During the year under review, the Company is not required to maintain cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013.

33. Cost Audit

During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-Section (2) of Section 148 of the Companies Act, 2013.

34. Management Discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.

35. Statement of Compliance of Applicable Secretarial Standards

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

36. Transfer of Amounts to Investor Education And Protection Fund

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

37. Directors Responsibility Statement

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 end of the financial year and of the loss of the Company for that period;

c) the directors 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;

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

e) 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;

f) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

38. 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, a copy of Annual Return is available for inspection by the Members at the Registered office of the Company in the working hours and also on the website of the Company https://cfpl.net.in/

39. SEBI Complaints Redress System (Scores)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

Details of the Complaint Received/Solved/Pending During the year

Sr. No. Complaints received from	Complaints received	Complaints resolved	Complaints pending
1 Directly received from investors	NIL	NIL	NIL
2 SEBI SCORES	NIL	NIL	NIL
3 Stock Exchange	NIL	NIL	NIL
4 Others sources (if any)	NIL	NIL	NIL
Total	NIL	NIL	NIL

40. Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, Company has Vigil Mechanism and has established necessary framework to protect genuine whistle blowers, employees, third parties from any unfair treatment.

The policy will be updated on the company website once it has been approved by the board of directors.

41. Acknowledgement

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.