Chordia Food Products Ltd Directors Report

To,

The Members,

Chordia Food Products Limited

The Directors have pleasure in presenting the 42^nd Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended 31^st March, 2024.

1. HIGHLIGHTS OF THE MAJOR EVENTS OCCURRED DURING THE FINANCIAL YEAR UNDER 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 became 71.82% and that of RHC Group became Nil.

b) The Company has made an application to BSE Ltd., for Reclassification of RHC Group Shareholders from Promoter/Promoter Group Category to Public Category 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 said application is still under the consideration of BSE Ltd.

c) Dr. Pravin Chordia, the member of Promoter/ Promoter Group has voluntarily applied to the Company for his reclassification from Promoter/ Promoter Group category shareholder to Public Category shareholder as he is not holding any substantial shares and is not involved in the day to day Business Affairs of the Company. Accordingly, the Company has made an application to BSE Ltd., for Reclassification of Dr. Pravin Chordia from Promoter/Promoter Group Category to Public Category. The said application is still under the consideration of BSE Ltd.

d) The total 1,866 Equity Shares held by the deceased Promoter Shareholders viz. Late Mrs. Kamalabai Hukmichand Chordia and Late Mr. Hukmichand Chordia (933 Equity Shares each) were transmitted in favor of Mr. Pradeep Hukmichand Chordia.

2. FINANCIAL RESULTS

The Standalone Financial Results for the Financial Year ended 31^st March, 2024 are briefly given below: -

(Rs in Lakhs)

Particulars	2023-2024	2022-2023
Revenue from Operations & Other Income	323.03	288.79
Profit before Depreciation & Interest	193.29	130.04
Less:- Depreciation	84.47	88.79
Interest/Finance cost	6.23	15.78
Profit before exceptional Item	102.59	25.47
Profit before Tax	102.59	25.47
Current Tax	34.60	16.78
Deferred Tax	(11.76)	(10.39)
Total Tax Expenses	22.84	6.39
Profit after Taxation for the Year	79.75	19.08

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

Financial and Present Performance

During the Financial Year under review, the Revenue from Operations of the Company was . 322.73 Lakhs, as against 285.78 Lakh of the previous Financial Year which consists of the income from Food Infrastructure Business.

The Company has earned a Profit after Tax of 79.75 Lakh as against the Profit of 19.08 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. The Company intends to focus on the maximum utilization of these Infrastructural 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 Ratios, along with detailed explanation thereof has been given in Note No. 34 under the head Financial Ratio of the Financial Statements for FY 2023-2024.

5. TRANSFER TO RESERVES

The Board has decided to retain the entire amount of Profit for the Financial Year 2023-2024 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^s* March 2024.

7. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to management discussion and analysis, describing the Companys objectives, projections, estimates and expectations, if any, may constitute "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)

During the financial year under report, Mrs. Nanda Babar resigned as Chief Financial Officer (CFO) of the Company w.e.f. 25^th April, 2023 and Ms. Rupali Darwatkar who was appointed in her place as CFO also resigned as CFO w.e.f. 4^th October, 2023. Thereafter, Mrs. Sharvari Sandesh Kadam was appointed as CFO of the Company w.e.f. 4^th October, 2023.

There were no changes in the Directors of the Company during the Financial Year under Report. During the current Financial Year i.e. 2024-2025, Mr. Ravindra Bhaskar Thatte was appointed as an Additional Director of the Company in the Independent Category by the Board of Directors w.e.f. 13^th August, 2024. Necessary Resolution for the ratification of his appointment is recommended for your approval.

9. PUBLIC DEPOSITS

During the Financial Year 2023-2024, 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 notification dated 22^nd January, 2019 read with further notification 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 2023-2024 as well as for the Financial Year 2024-2025 have been paid to BSE Limited, where your Companys Shares are listed.

12. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES

As on 31^st March, 2024 the Company does not have any Holding Company, Subsidiary Company and Associate Company.

13. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92 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 2023-2024 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, 2024 was 4,02,82,520/- comprising of 40,28,252 Equity Shares of 10/- each. The Company does not have any shares with differential 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 2023-2024, Seven (7) Board Meetings, Four (4) Audit Committee Meetings, Two (2) Nomination and Remuneration Committee meetings, Seven (7) Stakeholders Relationship Committee meetings and One (1) General Meeting 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 2024. 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, 2024 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, 2024 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 effectively; 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 2023-2024.

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 and Peer Review Certificate No.: 015422 was appointed as the Statutory Auditor of the Company, for a period of 5 (Five) Years i.e. upto 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.

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.: 4537/2023 to conduct the Secretarial Audit of your Company for the 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. As per the provisions of Regulation 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company was required to install a designated Structured Digital Database (SDD) Software to capture Unpublished Price Sensitive Information (UPSI). The Company installed the said Software on 19^th June, 2023 and till that time, BSE put the remark on BSE Portal as the Company being the SDD Non-Compliant. However, the Company has complied with the same and BSE has removed the said remark from its Portal during the FY 2023-2024.

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 or any Advances in the nature of Loans 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 Shares made by the Company as on 31^s* March, 2024 (including Investments made in the previous years) in quoted and unquoted Shares are as under:-

(Amt. in Rs Lakhs)

Name of Entity	Amount as at 31st March, 2024	Amount as at 31st March, 2023
A Quoted	NIL	NIL
B Unquoted
1 1,000 Shares of Rupee Co-op. Bank Ltd. of 50/- each	0.50	0.50
2 17,310 Shares of Kamal Deep Health Food Foundation of 100/- each	17.31
TOTAL:	17.81	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.

There have been no 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-POLICYpdf.

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.

There is no change in the nature of Business of the Company during the financial year under Report.

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

Mr. Pradeep Chordia [DIN: 00389681], retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as a 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.

29. COMPOSITION OF COMMITTEES

The Company has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee under the provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same are duly constituted and the details of the same are given in the Corporate Governance Report annexed to this Report.

30. 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.

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

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

32. CASH FLOW

The Cash Flow Statement for the Financial Year ended 31^st March, 2024 is attached to the Financial Statements.

33. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]

The Company at present is engaged in the Business of providing Infrastructure facilities mainly for Food Industry.

The Company is committed to doing business in a responsible and sustainable manner with the highest standards of integrity. The Company is focused on achieving the ESG causes with initiatives like responsible usage of energy & water, control of pollution, effective plastic and paper waste management, protection of human rights and employees rights, engagement with the stakeholders, and social welfare.

The Company in its course of Business undertakes the best Corporate practices and strongly believes in complete transparency to its stakeholders.

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. The same is attached herewith as Annexure - IV. 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 Financial 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: 13th August, 2024	[DIN: 00389681]