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To

The Members

CHOTHANI FOODS LIMITED

The directors take pleasure in presenting the 09th Annual report together with the Audited financial accounts for the Year ended 31st March, 2022.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows:

Particulars

Financial Year ended

31/03/2022 (in Lakh) 31/03/2021 (in Lakh)
Total Income 730.18 405.50
Finance Charges 20.23 13.53
Depreciation and Amortisation Expenses 8.75 12.37
Income Tax (Current and prior year) 3.63 2.36
Deferred Tax Liability 2.06 0.08
Extra-ordinary Items NIL NIL
Net Profit/(Loss) After Tax 9.92 8.83
Profit/(Loss) carried to Balance Sheet 9.92 8.83

FINANCIAL HIGHLIGHTS

During the year, the net profit from operations of your Company is Rs. 9.92 Lakhs as compared to Rs. 8.83 Lakhs in last financial year.

CAPITAL STRUCTURE

The Authorized Share Capital of your Company as on 31st March, 2022, stood at INR 5,50,00,000.00 (Indian Rupees Five Crore Fifty Lakhs Only), comprising of 55,00,000 Equity Shares (Fifty Five Lakhs) of INR 10/ - each.

As on 31st March, 2022, the issued, subscribed and paid up share capital of your Company stood at INR 5,16,00,000.00 ((Indian Rupees Five Crore Sixteen Lakhs Only), comprising of 51,60,000 Equity Shares (Fifty One Lakhs Sixty Thousand) of INR 10.00 each. During the year under review, the Company has not made any allotment of Shares / Securities.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31st March, 2022. As the Board of Directors wants to plough back the profit in the business.

DEPOSIT

During the year under review your company has not accepted any deposits from the public and therefore no information is required to be furnished in respect of outstanding deposits.

CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Not Applicable as the company has no subsidiaries, joint ventures or associate company.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

DEMATERIALIZATION OF SHARES

100% Shareholding of the Company is in dematerialized form and the Company has entered into Tripartite Agreement with NSDL and CDSL for providing demat facilities to its shareholders KFin Technologies Limited continue to be our Registrar and Share Transfer Agent.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Particulars of contract or arrangements with related parties is annexed herewith in Form AOC- 2 as "Annexure - A"

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts, which would impact the going concern status of the Company and its future operations.

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

During the year, Mr. Monil Chothani was liable to retire by rotation and was re-appointed in the 8 th AGM.

The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of Companies Act, 2013.

Mr. Nikunj Vasantlal Chheda was appointed as an Additional Director in the capacity of Independent Director of the Company with effect from 31st August, 2021 and has resigned as an Independent Director of the Company w.e.f. 19th April, 2022.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR(S) UNDER SECTION 149

The Board confirms that all the Independent Directors on the Board have given a declaration of their Independence to the Board as required under Section 149(6) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees, and investments as required by the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder form part of the Notes to the Financial Statements provided in this Annual Report.

TRANSFER TO RESERVES

Your Company has transferred current years net profit of Rs. 9.92 Lakhs to Reserves and Surplus during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok Shivji Chothani, Director (DIN: 06732163) of the company is liable to retire by rotation at the ensuring Annual General Meeting and being eligible, offers himself for re-appointment.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

Mr. Nikunj Vasantlal Chheda was appointed as an Additional Director in the capacity of Independent Director of the Company with effect from 31st August, 2021 and has resigned as an Independent Director of the Company w.e.f. 19th April, 2022.

The Board of Directors has appointed Mr. Raviprakash Narayan Vyas (DIN: 07893486) as an Additional Director in the capacity of Non-Executive Independent Director of the Company on 19th April, 2022 on the recommendation of Nomination and Remuneration Committee, he shall hold office up to the date of the ensuing annual general meeting and being eligible offered himself for appointment as an independent director by the members in the annual general meeting.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, 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 Nomination & Remuneration Committee and Shareholders Grievance Committee.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making, contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and advice in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of Board as whole was evaluated, taking into account the views of executive and non-executive directors.

Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.

MEETING OF BOARD OF DIRECTORS A) Number of Board Meetings in the year

During the year 07 meetings of the Board of Directors were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Sr. No. Date on which board Meetings were held
1. 12th April, 2021
2. 6th May, 2021
3. 30th June, 2021
4. 31st August, 2021
5. 11th November, 2021
6. 4th December, 2021
7. 7th January, 2022

B) Attendance of Directors at Board meetings held in the previous year are as follows:

Sr. No. Name of Director Category of Director No. of Board Meeting attended Attendance at the last AGM No. of Committee which he/she is a Member/ Chair Person (as on 31.03.22)
1 Neeraj Ashok Chothani (DIN: 06732169) Managing Director (Executive) 6 Yes Member in Two Committees
2 Ashok Shivji Chothani (DIN : 06732163) Chairman & Director (Executive) 7 Yes Not member in any committee
3 Sunil Shivji Chothani (DIN: 06732173) Whole-time Director (Executive) 7 Yes Member in Two Committee (resigned from both committees w.e.f. 31.08.2021)
4 Mansi Harsh Dave (DIN: 07663806) Independent Director (Non-Executive) 7 Yes Chairperson in Three Committees (became member in all three committees w.e.f. 19.04.2022
5 Monil Chothani (DIN: 07978664) Non-Executive Non Independent Director 7 Yes Member in Two Committees (Resigned from stakeholder relationship committee w.e.f 19.04.2022)
6 Nikunj Vasantlal Chheda (DIN: 08033201) (Appointed on 31.08.2021) Independent Director 4 Yes Member in Three Committee (Resigned w.e.f 19.04.2022)

COMMITTEES

There are three Committees constituted as per Companies Act, 2013. They are:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders & Relationship Committee

A. Audit Committee

During the year, five (5) Audit Committee meetings were held on 12-04-2021, 30-06-2021, 31-08-2021, 11-11-2021 and 07-01-2022.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Mrs. Mansi Harsh Dave Independent Director Chairperson 5
2 Mr. Nikunj Vasantlal Chheda* Independent Director Member 3
3 Mr. Sunil Shivji Chothani Whole-time Director Member 3
4 Mr. Neeraj Ashok Chothani Managing Director Member 5

* The Committee has been reconstituted, Mr. Nikunj Chheda was appointed as a new member of the Committee in place of Mr.Sunil Chothani w.e.f. 31st August, 2021.

B. Nomination and Remuneration Committee

During the year Two (2) Nomination & Remuneration Committee meetings were held on 31-08-2021 and 07-01-2022.

Sr. No. Name Designation Position in Committee No. of Meetings Attended
1 Mrs. Mansi Harsh Dave Independent Director Chairperson 02
2 Mr. Sunil Shivji Chothani Whole-Time Director Member 01
3 Mr. Monil Ashok Chothani Director Member 02
4 Mr. Nikunj Vasantlal Chheda* Independent Director Member 02

* The Committee has been reconstituted, Mr. Nikunj Chheda was appointed as a new member of the Committee in place of Mr. Sunil Chothani w.e.f. 31st August, 2021.

C. Stakeholders Relationship Committee

During the year Two (2) Stakeholders Relationship Committee meetings were held on 31-08-2021 and 07-01-2022.

Sr. No. Name Designation Position in Committee No. of Meetings Attended
1 Mrs. Mansi Harsh Dave Independent Director Chairperson 02
2 Mr. Monil Ashok Chothani Non - Executive Director Member 02
3 Mr. Neeraj Ashok Chothani Managing Director Member 02

D. Independent Director Meeting:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Independent Directors of the company met one time during the year on 31st March 2022, as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

(i) To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013.

(ii) That in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(iii) That such accounting policies, as mentioned in the Financial Statements as Significant Accounting Policies have been selected and applied consistently and 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 March 31, 2022 and of the profit of the Company for the year ended on that date;

(iv) That 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;

(v) That the annual financial statements have been prepared on a going concern basis;

(vi) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vii) That proper system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

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 THE REPORT

Mr. Raviprakash Narayan Vyas has been appointed as an Additional Director in the capacity of Independent Director of the Company with effect from 19th April, 2022.

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

(A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy; NIL
(ii) the steps taken by the company for utilizing alternate source of energy; NIL
(iii) the capital investment on energy conservation equipment NIL

(B) Technology Absorption:

(i) the efforts made towards technology absorption; NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development during the year 2021-22.
(C) Foreign Exchange Earnings and Outgo:
(i) The Foreign Exchange earning in terms of actual inflows NIL
(ii) The Foreign Exchange outgo during the year in terms of actual outflows NIL

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March, 2022 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

EXPLANATION/COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE IN AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications, reservations, adverse remarks, disclaimers or any fraud reported by the Statutory Auditors in their report on Financial Statements for the Financial Year 2021-22.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2021-22.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors have not reported any fraud(s) during the period under review.

DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - B".

AUDITORS

(I) Statutory Auditors

M/s. Urvesh Tanna & Company (Proprietor), Chartered Accountants, (Firm Registration No. 143047W) was appointed as statutory auditorsof the company, for a period of 5 years, commencing from the conclusion of 8 th AGM till the conclusion of the 13th AGM.

On 11th November, 2021, M/s. Urvesh Tanna & Company tendered their resignation as a Statutory Auditor of the Company. The Board of Directors at their meeting held on 11th November, 2021, on the recommendation of the Audit Committee and subject to approval of shareholders, has approved the appointment of M/s. A Y & Company, Chartered Accountants (Firm Registration No. 020829C) as Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s. Urvesh Tanna & Company, Chartered Accountants, as Statutory Auditors of the Company.

On 5th February, 2022, an Extra-Ordinary General Meeting was held in which M/s. A Y & Company, Chartered Accountants were appointed as Statutory Auditors of the Company from that Extra-Ordinary General until the conclusion of the 9th Annual General Meeting and eligible for reappointment for Five Years.

The Audit Committee and the Board of Directors have recommended the appointment of M/ s.

A Y & Company, Chartered Accountants, (ICAI Registration no. 020829C), Jaipur as statutory auditors of the Company from the conclusion of the 9th AGM till the conclusion of 14th AGM, to the shareholders.

M/s. A Y & Company, Chartered Accountants (Firm Registration No. 020829C), have consented to the said appointment and confirmed that his appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. He has further confirmed that he is not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

(II) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/ s K Pratik & Associates, Practicing Company Secretary, have been appointed as a Secretarial Auditors of the Company. The Secretarial Audit report of the Secretarial Auditor is enclosed as "Annexure-C to this Report"

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the Company.

DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. 60 Lacs during the financial year 2021-22.

Appointment & Remuneration of Managerial Personnel is annexed herewith as "Annexure -D".

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review is annexed as a part of this Annual Report as "Annexure-E."

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures which also covers adherence to the Companys Policies for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures. The Companys internal financial control system is commensurate with its size, scale and complexities of its operations.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise Platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism i.e. whistle blower policy may be accessed on the Companys website.

The policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about leakage of unpublished price sensitive information (UPSI), illegal and unethical behavior to the Chairman of the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors Confirms that Secretarial Standards issued by Institute of Company Secretaries of India, have been complied with.

SEXUAL HARASSMENT

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort put in and co-operation extended by bankers, shareholders, employees at all levels and all other associated persons, bodies or agencies for their continued support.

Date: 30th August, 2022 For Chothani Foods Limited
Place: Mumbai Sd/-
Neeraj Chothani
Managing Director
(DIN: 06732169)