chordia food products ltd Directors report

To,

The Members,

Chordia Food Products Limited

The Directors have pleasure in presenting the 41^st Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended 31^st March, 2023.

1. A] HIGHLIGHTS OF EVENTS OCCURRED DURING THE FINANCIAL YEAR UNDER REPORT: a) During the Financial Year under Report, the Honble National Company Law Tribunal, Mumbai Bench approved the Scheme of Demerger vide its Order dated 1^st July, 2022 for Demerger of Food Division of Chordia Food Products Limited [CFPL/Company] into Aveer Foods Limited [AFL]. Accordingly, the Food Business of the Company was demerged into the AFL w.e.f. 20^th July, 2022. b) AFL was a 100% Subsidiary of the Company. AFL ceased to be the subsidiary of the Company w.e.f. 20^th July, 2022. c) Pursuant to the Scheme of Demerger, the then shareholders as appearing in the Register of Members on Record Date i.e. 4^th August, 2022 of the Company were allotted 1 (One) Equity share of

10/- each fully paid up in AFL for every 1 (One) Equity Share of 10/- each fully paid up held in the Company. The said Equity Shares were allotted by AFL on 4^th August, 2022.

In case any of the shareholder of the Company has not received credit to his/her Demat Account, they are requested to directly contact with the Officials of Aveer Foods Limited.

B] HIGHLIGHTS OF EVENTS OCCURRED AFTER THE CLOSE OF FY 2022-2023 TILL THE DATE OF THIS REPORT: a) Pursuant to Clause 9.10 of the Scheme of Demerger duly approved by Honble NCLT, Mumbai Bench vide its Order dated 1^st July, 2022 the entire holding of shareholders of Mr. Rajkumar Chordia family (RHC Group) as mentioned in the said clause was required to be transferred to the shareholders of PHC Group. Accordingly, RHC Group transferred their shares to Mr. Pradeep Chordia Family (PHC Group) as an Inter Se Transfer amongst Promoters. Post Inter-se transfer of shares in the Company, the holding of the Promoters of PHC Group is 71.82% and that of RHC Group is Nil. b) Pursuant to Clause 9.12 of the Scheme of Demerger duly approved by Honble NCLT, Mumbai Bench vide its Order dated 1^st July, 2022 the shareholders reclassified of RHC Group are to be from Promoter/

Promoter Group category to Public Category. Additionally, Dr. Pravin Chordia, the member of Promoter/Promoter Group has voluntarily applied to the Company vide his Intimation letter dated 14^th August, 2023 for reclassification from Promoter/

Promoter Group category shareholder to Public Category shareholder. Accordingly, necessary

Resolution for reclassification of Promoters of RHC

Group and Dr. Pravin Chordia, from Promoter/ Promoter Group category shareholders to Public Category shareholders is recommended for your approval.

2. FINANCIAL RESULTS

As informed above, Aveer Foods Limited ceased to be the 100% Subsidiary Company of the Company w.e.f. 20^th July,

2022 as an effect of Demerger of Food Division of Chordia

Food Products Limited into Aveer Foods Limited. The Scheme of Arrangement between Chordia Food Products Ltd (Demerged Company) and Aveer Foods Ltd (Resulting Company) for the Demerger of the Food Division (Demerged Undertaking) of the Demerged Company into the Resulting

Company has received the final approval from the Honble

National Company Law Tribunal (NCLT) vide order dated 1^st

July, 2022, and the Scheme has become effective from the date of filing the Form INC-28 with the ROC i.e., on 20^th July 2022. The appointed date for the said scheme of demerger was 1^st April, 2020. The Company has given effect to the aforesaid demerger in accordance with the accounting treatment prescribed in the Scheme and relevant accounting standards.

The previous year figures as given below and in the Financial

Statements are from the Restated Financial Statements, drawn from the relevant Accounting Standards and hence, will differ from the figures mentioned in the previous years

Annual Report.

The Standalone Financial Results for the Financial Year ended 31^st March, 2023 are briefly given below: -

( in Lakhs)

Particulars	2022-2023	2021-2022
Revenue from Operations & Other Income	288.79	261.44
Profit before Depreciation & Interest	130.04	106.79
Less:- Depreciation	88.79	88.71
Interest/Finance cost	15.78	22.03
Profit before exceptional Item	25.47	(3.95)
Profit before Tax	25.47	(3.95)
Current Tax	16.78	-
Deferred Tax	(10.39)	-
Total Tax Expenses	6.39	-
Profit after Taxation for the Year	19.08	(3.95)

3. COMPANYS AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Financial and Present Performance

As informed earlier, with the Demerger coming into effect, the main focus of the Company is on the Food Infrastructure Business. Accordingly, the Revenue form Operations and

Profit earned by the Company during the Financial Year

2022-2023 is from providing Food Infrastructure Services. During the Financial Year under review, the Revenue from Operations of the Company was 285.78 Lakh, as against 261.44 Lakh of the previous Financial Year which consists of the income from Food Infrastructure Business.

The Company has earned a Profit after Tax of 19.08 Lakh as against the Loss of 3.95 Lakh in the previous Financial Year.

Industry Structure, Development, Opportunities and Outlook The Company is having good Food Infrastructure facilities which the Company can provide to the nearby Food Industries. With the Demerger, the Company intends to focus on the maximum utilization of these Infrastructure facilities. With the optimum use of the same, the Company would be able to perform better in the years to come.

4. KEY FINANCIAL RATIOS:

Details of significant changes, in Key Financial Ratio, along with detailed explanation thereof has been given in Note No. 29 under the head ‘Financial Ratio of the Financial Statements for FY 2022-2023.

5. TRANSFER TO RESERVES

Profit The Board has decided to retain the entire amount for the Financial Year 2022-2023 and not to transfer any amount to General Reserve.

6. DIVIDEND

To strengthen the long-term Capital needs of the Company, the Directors do not recommend any Dividend on the Equity Shares of the Company for the Financial Year ended 31^st March 2023.

7. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to management discussion and analysis, describing the Companys objectives, notification projections, estimates and expectations may constitute notification "forward looking statements" within the meaning of applicable laws and regulations. Actual

Results might differ materially from those either expressed or implied.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

A. During the financial year under report, following are the changes in the Directors/KMPs.

1) Mr. Hukmichand Chordia, the Founder Promoter and the Chairman of the Company ceased to be the Chairman/ Director of the Company on 3^rd June, 2022 due to his sad demise. The Company puts on record its gratitude for his priceless contribution towards the establishment and growth of the Business as the Founder Promoter of the Company. His contributions are the foundation on which the Company stands strong today and shall forever be grateful for his contributions.

2) Mr. Pradeep Chordia, was re-appointed as the Chairman & Managing Director of the Company for a further term of 3 (Three) years w.e.f. 1^st October, 2022 till 30^th September, 2025 in the Annual General Meeting held on 28^th September, 2022.

3) Mr. Vijaykumar Chandulal Kankaliya and Dr. Ajitkumar Harichand Mandlecha resigned as the Independent Directors of the Company w.e.f. 20^th July, 2022.

4) Mr. Bapu Ramchandra Gavhane resigned as the Whole Time Director & CFO of the Company w.e.f. 20^th July, 2022.

5) Mrs. Tejashree Wagholikar resigned as the Company

Secretary & Compliance Officer of the Company with effect from 20^th July, 2022.

6) Mrs. Pinal Minesh Shah was appointed as Additional Woman Independent Director and Mr. Sanjog Jain was appointed as an Additional Director of the Company on 20^th July, 2022 and their term of appointment were regularized in the Annual General Meeting held on 28^th September, 2022.

7) Mrs. Nanda Babar was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 20^th July, 2022. On her resignation as CFO, Mrs. Rupali Darwatkar was appointed as CFO w.e.f. 25^th April, 2023.

8) Mrs. Asha Abhijeet Korde was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 20^th July, 2022.

9) Accordingly, all the Committees of the Board of Directors formed under Companies Act, 2013 and SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 are reconstituted w.e.f. 20^th July, 2022.

10) Mrs. Zalak Neil Shah was re-appointed as a Woman Independent Director of the Company for a further period of 5 years w.e.f. 28^th September, 2022 to 27^th September, 2027 in the Extra Ordinary General Meeting held on 26^th December, 2022.

9. PUBLIC DEPOSITS

During the Financial Year 2022-2023, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

The Central Government Ministry of Corporate Affairs vide dated 22^nd January, 2019 read with further dated 30^th April, 2019 required the Companies to file return of Deposits or Particulars of Transactions not considered as Deposit. The Company has complied with the said notification.

10. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has adequate Internal Control Systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal

Audit Report and the adequacy and effectiveness of internal controls periodically.

11. LISTING FEES

The Annual Listing Fees for the Financial Year 2022-2023 as well as for the Financial Year 2023-2024 have been paid to BSE Limited, where your Companys Shares are listed.

12. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND

ASSOCIATE COMPANIES

Aveer Foods Limited was the 100% Subsidiary Company of the Company. Pursuant to the Scheme of Arrangement between Chordia Food Products Limited and Aveer Foods Limited which was approved by the Honble National Company Law Tribunal, Mumbai Bench (NCLT) vide its Order dated 1^st July, 2022, the said relationship of Holding and Subsidiary Company ceased to be operative w.e.f. 20^th July, 2022.

Thus, as on date there is no Holding, Subsidiary or Joint Venture Company of the Company.

13. EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as amended; copies of Annual Returns filed with the MCA are available at the website of the Company viz. www.chordiafoods.com and the Annual Return for the Financial Year 2022–2023 will be uploaded at the website of the Company after filing the same with MCA.

14. CHANGE IN SHARE CAPITAL OF THE COMPANY

The Paid-up Equity Share Capital of the Company as on 31^st March, 2023 was 4,02,82,520/- comprising of 40,28,252 Equity Shares of 10/- each. The Company does not have any shares with Voting Rights or Stock Options or Sweat Equity Shares.

During the Financial Year under Report, there were no changes in the Authorised Share Capital and Issued, Subscribed & Paid-up Share Capital of the Company.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

AND GENERAL MEETING

During the Financial Year 2022-2023, Ten (10) Board Meetings, Five (5) Audit Committee meetings, Three (3) Nomination and Remuneration Committee meetings, Two (2) Stakeholders Relationship Committee meetings and Two (2) General Meetings were convened and held. In addition to that, One (1) separate Independent Directors meeting was convened and held. The meeting of Independent Directors was held on 30^th March 2023. The details of the said Meetings held are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. DIRECTORS RESPONSIBILITY STATEMENT

Directors Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013, is furnished below as required under Section 134(3)(c). Directors state that:- a) In the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2023 the applicable Accounting Standards have been followed and there were no material departures; b) Accounting Policies as mentioned in Part–B to the Financial Accounts have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the Profit of the

Company for the Financial Year ended on that date;

c) Proper and sufficient care has been taken 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 Annual Financial Statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating and f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down under Section 149(6)of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. AUDITORS AND AUDITORS REPORT A. Internal Auditor:

Mr. Nisarg Shah, Chartered Accountant was appointed as an Internal Auditor of the Company as per the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2022-2023.

He has conducted Internal Audits periodically and submitted his reports to the Audit Committee. His Reports have been reviewed by the Statutory Auditors and the Audit Committee.

B. Statutory Auditors:

In the Annual General Meeting held on 28^th September, 2022, Mr. Sunil Shah, Chartered Accountant, having membership No. 037483 was appointed as the Statutory Auditor of the Company, for a period of 5 (Five) Years i.e. up to the conclusion of the Annual General Meeting of the Company to be held in the year 2027 for the adoption of Accounts for the FY ended 31^st March, 2027. He has certified that he is eligible disqualified for appointment and not for appointment under the provisions of the Companies Act, 2013 and the Chartered Accountants Act, 1949 and the rules and regulations made thereunder. He has further certified that there are no proceeding pending against him with respect to professional matter of conduct. He has also undergone Peer Review under the Regulations of Institute of Chartered Accountants of India and has been allotted Peer Review Certificate No.: 015422.

The Auditors Report to the Shareholders for the Financial Year under review does not contain any qualification, adverse remarks or disclaimers on the

Financial Statements of the Company.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Boards Report.

C. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company has appointed Ghatpande & Ghatpande Associates,

Practicing Company Secretaries having FRN No: P2019MH0772200 and Peer Review No.: 1503/2021 to conduct the Secretarial Audit of your Company for the FY 2022-2023. Ghatpande & Ghatpande Associates were appointed as Secretarial Auditors of the Company for FY 2023-2024.

The Secretarial Audit Report is annexed herewith as

Annexure- I to this Report which is qualified by the

Secretarial Auditors on following point:- i. Non-compliance with provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 in connection with the compliance with installation of designated Structured Digital Database (SDD) Software. Accordingly, the Company had received a Show Cause Notice from BSE Ltd.

The Company has since complied with the same and the particulars of compliance have been informed to BSE Ltd., and there is no continuing default in the matter.

D. Cost Audit:

For the Financial Year under report the appointment of Cost Auditor and obtaining their Report was not applicable to the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Details of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows: a) During the Financial Year under report the Company has not given any Loan/Advance to any of the Bodies Corporate under Section 186 of the Act b) There are no Guarantees given by Company in accordance with Section 186 of the Companies Act, 2013 read with Rules issued there under. c) Details of Investments in Equity Shares made by the Company as on 31^st March, 2023 (including Investments made in the previous years) in quoted and unquoted Shares are as under:-

Name of Entity	Amount as	Amount as
	at 31st March,	at 31st March,
	2023 (Amt. in	2022 (Amt. in
	Lakhs)	Lakhs)
Unquoted
1,000 Shares of Rupee Co-	0.50	0.50
op. Bank Ltd. of 50/- each
TOTAL	0.50	0.50

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, the Particulars of contracts of Arrangements entered into by the Company with Related Parties have been done at Arms Length and are in the ordinary course of business. The Policy on Related Party Transactions is available at the website of the Company and the link for the same is ‘https:// chordiafoods.com/wp-content/uploads/2021/04/RELATED-PARTY-TRANSACTIONS-POLICY.pdf The Particulars of the transactions so entered with Related Parties have been provided in Form No. AOC -2 attached herewith as Annexure II.

21. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT AND SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS.

The details of material changes and commitments between the date of the balance sheet and the date of this Report have already been described in Point No. 1[B] above. Apart from the aforesaid changes, there have been no other material changes and commitments 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 this report.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows

A. Conservation of Energy and Technology Absorption: a) The Companys operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue. b) The Company has no collaborations and is engaged in the business of providing services in connection with Food Infrastructure facilities.

B. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo during the Financial Year was Nil.

23. RISK MANAGEMENT POLICY

The Company has formulated various policies and procedures to face the risks and challenges affecting the Business of the Company. The Company has a Risk Management Policy in place and is being reviewed regularly. Various risks such as financial risk arising out of the operations, increased competition in the sectors/areas of the Company, business conditions in the markets and other risks have been identified and taken into account while formulating policies. The Directors get themselves trained and educated on various risks factors. Periodic reviews are also being taken to improve the same.

24. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed the policy for selection and appointment of Directors, KMPs and Senior Management Personnel and their remuneration. The same is available on Companys website on the link https://chordiafoods.com/wp-content/uploads/2021/04/ REMUNERATION-POLICY.pdf.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.

26. BOARD EVALUATION

Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act, 2013, Rules there under and Regulation

17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other statutory committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy available on the Website of the Company.

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY.

During the Financial Year under Report, as informed earlier, the Scheme of Arrangement for Demerger between Company and Aveer Foods Limited has been approved by the Honble National Company Law Tribunal, Mumbai Bench vide its Order dated 1^st July, 2022. The said Order has been made effective from 20^th July, 2022. Accordingly, the Food Division [Demerged Undertaking] of Chordia Food Products Limited [Demerged Company] has been Demerged into Aveer Foods Limited [Resulting Company] and the Food Infra Division and Other Food Business of the Company shall continue in the Company i.e. Chordia Food Products Limited.

Apart from that there is no change in the nature of Business of the Company during the financial year under Report.

28. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

The details of Directors or Key Managerial Personnel who were appointed or have resigned during the financial year have been detailed in Point No. 8 above.

29. DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

Mr. Sanjog Jain [DIN: 08339905], retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as a Non- Executive Director of the Company.

The necessary resolution for his reappointment as the Director of the Company is proposed for the approval of the Members in the ensuing Annual General Meeting.

30. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been mentioned in the Corporate Governance Report annexed to this Report.

During the Financial Year under Report, in consideration of the approval of Scheme of Arrangement for Demerger between Company and Aveer Foods Limited by the Honble National Company Law Tribunal, Mumbai Bench vide its Order dated 1^st July, 2022, the Company has reconstituted the Audit Committee due to the change in the constitution of the Board of Directors of the Company w.e.f. 20^th July, 2022. Accordingly, the present constitution of the Audit Committee is as below:

1) Ms. Zalak Shah- Chairperson

2) Ms. Pinal Shah - Member

3) Mr. Pradeep Chordia-Member

31. PARTICULARS OF EMPLOYEES

Particulars of Employees and information pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure III.

32. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

During the Financial Year under Report, Honble National Company Law Tribunal, Mumbai Bench has approved the Scheme of Arrangement between Chordia Food Products Limited [Demerged Company/CFPL] and Aveer Foods Limited [Resulting Company] and their respective Shareholders, vide its Order dated 1^st July, 2022, where the Food Division of CFPL got demerged into Aveer Foods Limited with Appointed Date as 1^st April, 2020. The said

Order has been made effective from 20^th July, 2022.

Apart from the above, the Company has not received any significant/material orders from any Regulator, Court & Tribunals impacting the going concern status of your Company and its operations in future.

>33. CASH FLOW

The Cash Flow Statement for the Financial Year ended 31^st March, 2023 is attached to the Financial Statements.

34. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is provided together with a Certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the

CEO/Managing Director and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, are part of this Annual Report.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the Financial Year under Report the Company has in place Anti-sexual Harassment Policy and also complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an ‘Internal Complaints Committee to ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment at all the administrative units and offices. During the Year under Report, there was no instance of Sexual Harassment of Women at Workplace.

36. SECRETARIAL STANDARDS

During the Financial Year under Report, the Company has complied with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India, and approved by the Central Government u/s 118(10) of the Companies Act, 2013.

37. STATEMENT REGARDING INDEPENDENT DIRECTORS

The Board of Directors is of the opinion that the Independent Directors including the Independent Director appointed during the financial year holds the highest standards of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

38. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC] nor there are any proceeding pending under IBC.

39. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES (ACCOUNTS) RULES, 2014

This Clause is Not Applicable to the Company.

40. DEMATERIALISATION OF EQUITY SHARES

As per SEBI Circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20^th April, 2018 the Shareholders holding Shares in Physical Form are required to submit their copies of PAN Card and Bank Account details. The Shareholders holding the Shares in Physical Form are requested if not already done, to forward the same to the Registrar & Share Transfer Agents – Satellite Corporate Services Private Limited at the earliest. Please note that no transfer of Shares is allowed in Physical Form.

41. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the continued support from the Companys Shareholders, Bankers, valued Customers, Distributors and Suppliers of the Company.

The Directors are also thankful to the officials of the

Government of India, State Governments, Local Authorities for their continued help and timely assistance extended to the Company.

By Order of the Board of Directors For Chordia Food Products Limited

Pradeep Chordia

Place: - Pune Chairman & Managing Director Date: 14^th August, 2023 [DIN: 00389681]

ANNEXURE -I

(FORM MR-3)

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Chordia Food Products Limited,

Plot No 399/400 S. No. 398 Sangvi, Shirwal, Dist. Satara 412801

We have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good Corporate Practices by Chordia Food Products Limited (hereinafter called ‘the Company). Secretarial Audit was conducted in accordance with the ICSI Auditing Standards [CSAS-1 to CSAS-4] issued by the Institute of Company Secretaries of India and made applicable w.e.f. 1^st April, 2021 and in a manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.

Based our limited of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and opinions sought by the Company and which are relied upon by us and also the information provided by the

Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the Audit Period covering the Financial Year ended on 31^st March, 2023 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has established and maintained proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We report that the maintenance of proper and updated Books, Papers, Minute Book, filing of Forms and Returns with applicable regulatory authorities and maintaining other records is the responsibility of the management and of the Company. Our responsibility is to verify the contents of the Documents produced before us, make objective evaluation of the contents, in respect of compliance and report thereon.

We have examined on test check basis (Excluding the Books of Accounts whether maintained Physically or Electronically) the

Registers, Books, Papers, Minutes Book, Forms and Returns filed and other records maintained by the Company and produced before us for the Audit Period i.e. Financial Year ended as on 31^st March, 2023 as per the provisions of:-(i) The Companies Act, 2013 (the Act) and the Rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there under; (iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB); (*) (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (*)

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (*) e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (*) f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (*) h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (*) i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

(*) There were no events/ actions occurred during the Financial Year under the report which attracts the provisions of these Act/ Regulations/Guidelines, hence the same were not applicable.

(vi) At the starting of the Financial Year 2022-2023, the Company was engaged in the business of Manufacturing of Processed Food Products and providing of Food Infra, facilities. Pursuant to approval of the Scheme of Arrangement for Demerger of "Food Division" of Chordia Food Products Limited [Demerged Company] into Aveer Foods Limited [Resulting Company] by Honble National Company Law Tribunal, Mumbai Bench vide its Order dated 1^st July, 2022 the Food Division of the Company is demerged in Aveer Foods Limited and hence, the Company is left only with the business of providing Food infra facilities and other Food business.

We were informed that the following Acts and Regulations were specifically applicable to the Company for its Food Business. There are no specific Acts applicable to the Company for its Food Infra Business. We have relied on the Representation made by the Company and its Officers in respect of Systems and mechanism formed / followed by the Company for the compliance of the same.

• Food Safety and Standards Act, 2006,

• Food Safety and Standards Rules, 2011

• Food Safety and Standards (Packaging and Labeling) Regulations, 2011; and

• Legal Metrology Act, 2009.

We have also examined compliances with the applicable clauses of the following and have to report that: -

(i) Secretarial Standards with regard to Meeting of the Board of Directors [SS-1], General Meetings [SS-2], Dividends[SS-3] (Not applicable to the Company since the Company has not declared and paid any Dividend during the Audit Period) and Report of the Board of Directors [SS-4] issued by the Institute of Company Secretaries of India, have been complied with.

(ii) We have checked the compliance with the provisions of The Listing Agreement entered into by the Company with BSE Ltd., [Bombay Stock Exchange]. The Company has complied with the provisions of Corporate Governance specified in Regulation 15(2) of SEBI [Listing Obligations and Disclosure Requirements] Regulations 2015. We are of the view that the Company has complied with the Secretarial functions and Board processes to comply with the applicable provisions.

We further Report that:-

(i) During the Financial Year under Report, Honble National Company Law Tribunal, Mumbai Bench has approved the Scheme of Arrangement between Chordia Food Products Limited [Demerged Company] and Aveer Foods Limited [Resulting Company] and their respective Shareholders, vide its Order dated 1^st July, 2022, where the Food Division of CFPL got demerged into Aveer Foods Limited with Appointed Date as 1^st April, 2020 and Effective Date as 20^th July, 2022.

(ii) Aveer Foods Limited (AFL) was a 100% Subsidiary of the Company. AFL ceased to be the subsidiary of the Company w.e.f. 20^th July, 2022 and accordingly, the Investment made in AFL has been cancelled and extinguished w.e.f. 20^th July, 2022.

(iii) Upon coming into of this Scheme and in consideration of Demerger of ‘Food Division (Demerged undertaking) of the

Company, Aveer Foods Limited allotted 40,28,252 Equity Shares of 10/- each to the Shareholders of the Company whose name appeared in the register of members of the Company as on the Record Date i.e. on 4^th August, 2022. The said Equity Shares were allotted in the ratio of 1 (One) Equity Share for every 1 (One) Equity Share held in the Company. The said allotment was completed by the Board of Directors of Aveer Foods Limited in its meeting held on 4^th August, 2022.

(iv) During the Financial Year under Report, Mr. Hukmichand Chordia the Chairman & Promoter of the Company ceased to be a Director of the Company on 3^rd June, 2022 due to his death. Dr. Ajitkumar Harichand Mandlecha and Mr. Vijaykumar Chandulal Kankaliya resigned as the Independent Directors of the Company w.e.f. 20^th July, 2022. Mr. Bapu Ramchandra Gavhane resigned as the Director & CFO of the Company w.e.f. 20^th July, 2022.

(v) During the Financial Year under Report, Ms. Pinal Minesh Shah and Mr. Sanjog Jain were appointed as the Additional Directors of the Company w.e.f. 20^th July, 2022 and in the Annual General Meeting held on 28^th September, 2022 their term of Directorship was regularized.

(vi) During the Financial Year under Report, in consideration of the approval of the Scheme of Demerger, the Company had reconstituted its existing Committees of Board of Directors due to the change in the constitution of the Board of Directors of the Company w.e.f. 20^th July, 2022.

(vii) During the Financial Year under Report, Mrs. Tejashree Wagholikar resigned as the Company Secretary & Compliance Officer of the Company. Mrs. Nanda Babar was appointed as the Chief Financial Officer and Mrs. Asha Abhijeet Korde was appointed as the Company Secretary and Compliance Officer of the Company.

(viii) During the Financial Year under Report, Mrs. Zalak Neil Shah was re-appointed as a Woman Independent Director of the Company for a further period of 5 (Five) Years w.e.f. 28^th September, 2022 to 27^th September, 2027 in the Extra Ordinary General Meeting held on 26^th December, 2022.

(ix) During the current Financial Year i.e. 2023-2024, Mrs. Nanda Babar resigned as Chief Financial Officer (CFO) w.e.f. 24^th April, 2023 and Ms. Rupali Shankar Darwatkar was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 25^th April, 2023.

(x) During the Current Financial Year i.e. 2023-2024, the total 1,866 Equity Shares held by the Promoter Shareholders viz. Mrs. Kamalabai Hukmichand Chordia and Mr. Hukmichand Chordia (933 Equity Shares each) were transmitted in favor of Mr. Pradeep Hukmichand Chordia.

(xi) During the Current Financial Year i.e. 2023-2024, pursuant to Clause 9.10 of the Scheme of Demerger duly approved by Honble NCLT, Mumbai Bench vide its Order dated 1^st July, 2022 the effect for Inter-Se transfer of Shares amongst two Group of Promoters viz., RHC Group and PHC Group were effected.

(xii) During the Current Financial Year i.e. 2023-2024, pursuant to Clause 9.12 of the Scheme of Demerger duly approved by Honble NCLT, Mumbai Bench vide its Order dated 1^st July, 2022 the shareholders of RHC Group are to be reclassified from Promoter/Promoter Group category to Public Category. As informed to us, the Company is taking necessary steps in this connection.

(xiii) The Company had received the correspondence from BSE Ltd., on 20^th May, 2022 imposing the fine of 1,80,000/- (plus GST) for Non-compliance with the constitution of Nomination and Remuneration Committee. The Company had replied vide its Letter dated 2^nd June, 2022 and 10^th June, 2022 informing that there was no non-compliance in the constitution of the Nomination and Remuneration Committee, however the wrong reporting was done to BSE Ltd. in the Corporate Governance Report for the Quarter ended 31^st December, 2021. Since then, there is no correspondence of BSE Ltd. on the subject and the Company has not paid any fine. We also certify that there was no violation of the Company in constitution of the Nomination and Remuneration Committee.

(xiv) Non-compliance with provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. a) The Company was maintaining the Unpublished Price Sensitive Information (UPSI) in the database maintained with Chairman & Managing Director along with the copy to the Chairman of the Audit Committee who happens to be an Independent Director. Company had maintained such UPSI manually, considering the small size and scale of the Company. b) Recently on 19^th June, 2023 the Company has installed the designated SDD Software and as such, has complied with the same as of date. c) However, as on 31^st March, 2023 the period for which this Report is prepared, the compliance for the same was not done by installing the designated SDD Software and it was complied in a PDF File maintained with Chairman & Managing Director. However, all the said data maintained in other than SDD format has since been transferred to the designated SDD Software, and as on date the Company is SDD compliant.

We further report that the compliance by the Company of applicable Financial Laws, like Direct and Indirect Tax Laws, has not been reviewed in this Audit since the same have been subject to review by Statutory Financial Auditor and other Designated Professionals.

We further report that:-

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the Financial Year under Report, there was no change in the composition of the Board of Directors of the Company. None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as the Directors of the Companies by The Securities and Exchange Board of India [SEBI], Ministry of Corporate Affairs, Government of India [MCA] or any such other statutory Authority. Out of the Independent Directors, Mrs. Pinal Shah has so far not registered on the ‘Independent Directors Data Bank introduced by the Indian Institute of Corporate Affairs.

(ii) Adequate notices were given to all Directors for convening the Board Meetings, Agenda and detailed Notes on Agenda were generally sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the Agenda items before the meeting and for meaningful participation at the meeting.

(iii) Based on the representations made by the Company and its Officers, we report that all the decisions in the Board / Committee Meetings were carried unanimously as recorded in the Minutes of the meetings of Board of Directors or Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.

We further report that during the Audit Period there is no event/action having a major bearing on the Companys affairs, except for the approval of the Scheme of Arrangement for Demerger of "Food Division" of Chordia Food Products Limited [Demerged Company] into Aveer Foods Limited [Resulting Company].

	For Ghatpande & Ghatpande Associates
	Company Secretaries
	Shekhar Ghatpande
	Partner
	FCS No. 1659/CP No. 782
	FRN: P2019MH077200
Date: 14/08/2023	Peer Review No.: 1503/2021
Place: Pune	UDIN: F001659E000805990

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

Annexure ‘A to the Secretarial Audit Report of Chordia Food Products Limited

To,

The Members

Chordia Food Products Limited, Plot No 399/400 S. No. 398 Sangvi, Shirwal, Dist. Satara 412801

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our Audit.

2. We have followed the Audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the processes and practices, followed by us provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of Financial Statements / Records and Books of Accounts of the

Company, since the same have been subject to review by Statutory Financial Auditor and other Designated Professionals.

4. Wherever required, we have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of

Management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

	For Ghatpande & Ghatpande Associates
	Company Secretaries
	Shekhar Ghatpande
	Partner
	FCS No. 1659/CP No. 782
	FRN: P2019MH077200
Date: 14/08/2023	Peer Review No.: 1503/2021
Place: Pune	UDIN: F001659E000805990

ANNEXURE- II FORM NO. AOC -2

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.]

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Sub Section (1) of Section 188 of the Companies Act, 2013 including certain Arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

There were no contracts/ arrangements/transactions entered into during the Financial Year under Report, which were not at Arms length basis.

2. Details of contracts or arrangements or transactions at Arms length basis

( in lakhs)

Sr. No. Name (s) of the related party	Nature of Relationship	Nature of contracts/ arrangements/ transaction	Amount during the FY 2021-2022
1 Pravin Masalewale	Partnership in which Relatives of the Promoter Director is the Partner.	Sales of Services	168.42
2 Dhanyakumar & Co.	Partnership in which Relatives of the Promoter Director is the Partner.	Sales of Services	0.08
3 Adya Herbal	Partnership in which relative of Promoter Director is Partner	Sales of Services	0.18
4 Adya Herbal Private Limited	Company in which the Promoter Director is the Relative of the Promoter Director of the Company	Sales of Services	0.13
5 Aveer Foods Limited	Company in which the Promoter Director is the Relative of the Promoter Director of the Company	Sales of Services	116.97
6 Mrs. Pinal Shah	Woman Independent Director	Sitting fees	0.16
7 Mr. Sanjog Jain	Non-Executive Director	Sitting fees	0.12
8 Mr. Vijaykumar Kankaliya	Independent Director	Sitting fees	0.09
9 Dr. Ajitkumar Mandlecha	Independent Director	Sitting fees	0.09
10 Mrs. Zalak Shah	Woman Independent Director	Sitting fees	0.25

Notes:

1) All the transactions are on the Arms Length basis during the normal course of business.

2) In consideration of approval of Scheme of Arrangement for Demerger of Food Division (Demerged Undertaking) of the Company into Aveer Foods Limited, the Company had sought fresh omnibus approval of the Shareholders in the Annual General Meeting held on 28^th September, 2022, in respect of the Related Party Transaction for a period of 5 Years with effect from 1^st August, 2022 i.e. up to 31^st July, 2027, in supersession of the earlier Resolution passed in the Annual General Meeting held on 28^th September, 2018.

3) The Transactions entered into with these parties during FY 2022-2023 have been approved by Board of Directors and Audit Committee from time to time.

4) No amount is paid/received as Advance against these transactions.

ANNEXURE III

PARTICULARS OF EMPLOYEES AND INFORMATION

[Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014]

Sr. No. Information required	Input
1. The Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year.	The Company has not paid any Remuneration to the Chairman & Managing Director and hence not applicable.
2. The percentage increase in Remuneration of each Director, Chief Financial Officer, Company Secretary, or Manager if any in the financial year.	The Company has not paid any Remuneration to the Chairman & Managing Director and that the Company after the demerger, has recruited the fresh appointments of Chief Financial Officer and Company Secretary during the Financial Year. Hence not applicable.
3. The percentage increase in the Median Remuneration of Employees in the Financial Year.	The Company basically is the infrastructure provider and hence requires low manpower of unskilled nature. Hence not furnished.
4. The number of Permanent Employees on the roll of Company	10 (Ten)
5. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial Remuneration.	Not Applicable as no Managerial Remuneration has been paid.
6. The Key Parameters for any variable component of Remuneration availed by the Directors	Not Applicable as no Managerial Remuneration has been paid.
7. Affirmation that the Remuneration is as per the Remuneration Policy of the Company.	Not Applicable as no Managerial Remuneration has been paid.

No employee of the Company was in receipt of remuneration aggregating to 102/- Lakh or more per year or 8.50 Lakh or more per month when employed for a part of the year and the particulars as required under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.