The Directors have pleasure in presenting the 43rd Annual Report together with the Audited Financial Statements of the Company for
the Financial Year ended 31st March, 2025.
1. FINANCIAL RESULTS
The Financial Results for the Financial Year ended 31st March, 2025 are briefly given below: -
(Amount in ' lakhs)
|
Particulars
|
2024-2025
|
2023-2024
|
|
Revenue from Operations & Other Income
|
315.11
|
323.03
|
|
Profit before Depreciation & Interest
|
166.76
|
193.29
|
|
Less:- Depreciation
|
88.73
|
84.47
|
|
Interest/Finance cost
|
4.73
|
6.23
|
|
Profit before exceptional Item
|
73.30
|
102.59
|
|
Profit before Tax
|
73.30
|
102.59
|
|
Current Tax
|
29.71
|
34.60
|
|
Deferred Tax
|
(10.83)
|
(11.76)
|
|
Total Tax Expenses
|
18.88
|
22.84
|
|
Profit after Taxation for the Year
|
54.42
|
79.75
|
2. HIGHLIGHTS OF THE MAJOR EVENTS OCCURRED
DURING THE FINANCIAL YEAR UNDER REPORT
There were no major events that occurred during the
Financial Year under Report.
3. COMPANY'S 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 ' 314.73 Lakhs, as against
' 322.73 Lakhs of the previous Financial Year which consists
of the income from Food Infrastructure Business.
The Company has earned a Profit after Tax of ' 54.42
Lakhs as against the Profit of ' 79.75 Lakhs in the previous
Financial Year.
Management Discussion and Analysis:
(a) Industry Structure, Developments, 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.
(b) 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 Reports and the adequacy and effectiveness of
internal controls periodically.
(c) Risks and concerns
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.
(d) Material developments in Human Resources /
Industrial Relations front, including number of
people employed
The main business of the Company is the revenue from
Cold Storage and Lease Rental Income. The Human
Resources requirement of the Company is very less.
The number of employees of the Company as on 31s*
March, 2025 is 17.
(e) Key financial ratios:
Details of significant changes, in Key Financial Ratios,
along with detailed explanation thereof has been given
in Note No. 35 under the head 'Financial Ratio' of the
Financial Statements for FY 2024-2025.
4. TRANSFER TO RESERVES
The Board has decided to retain the entire amount of Profit
for the Financial Year 2024-2025 and not to transfer any
amount to General Reserve.
5. 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 31st
March 2025.
6. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate
to management discussion and analysis, describing
the Company's 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.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMPs)
Appointment of Directors:
During the Financial Year under Report, Mr. Ravindra
Bhaskar Thatte [DIN: 03575000] was appointed as an
Additional Director of the Company in the Independent
Category by the Board of Directors w.e.f. 13th August, 2024.
The Shareholders of the Company in the Annual General
Meeting held on 23rd September, 2024 have resolved to
appoint him as the Independent Director of the Company,
not liable to retire by rotation, to hold office for a term of up
to 5 (Five) consecutive years form the date of his original
appointment by the Board of Directors i.e. for a period from
13th August, 2024 to 30th September, 2028.
Re-Appointment of Directors 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 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.
Cessation:
During the financial year under Report there were no
Directors who have resigned/ceased to act as Directors of
the Company.
Other than that, there were no changes in the Directors of
the Company during the Financial Year under Report.
Changes in Key Managerial Personnel:
During the Financial Year under Report, there were no
changes in the KMP of the Company.
During the Current Financial Year i.e. 2025-2026, Mrs.
Asha Abhijit Korde resigned as the Company Secretary
and Compliance Officer of the Company w.e.f. 17th June,
2025. Thereafter, Mr. Vipul Ravindra Gujar was appointed
as the Company Secretary and Compliance Officer of the
Company w.e.f. 17th June, 2025.
8. PUBLIC DEPOSITS
During the Financial Year 2024-2025, 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 22nd January, 2019 read with further
notification dated 30th 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.
9. LISTING FEES
The Annual Listing Fees for the Financial Year 2024-2025
have been paid to BSE Limited, where your Company's
Shares are listed.
10. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND
ASSOCIATE COMPANIES
As on 31st March, 2025 the Company does not have any
Holding Company, Subsidiary Company and Associate
Company.
11. 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 2024-2025 is available on the
website of the Company and the same will be uploaded on
MCA after the conclusion of AGM.
12. CHANGE IN SHARE CAPITAL OF THE COMPANY
The Paid-up Equity Share Capital of the Company as on 31s*
March, 2025 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.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
AND GENERAL MEETING
During the Financial Year 2024-2025, Seven (7) Board
Meetings, Five (5) Audit Committee Meetings, One (1)
Nomination and Remuneration Committee meeting, Five (5)
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 31 st March, 2025. 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.
14. DIRECTOR'S 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 31st March, 2025 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 31st March, 2025 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.
15. 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.
16. AUDITORS AND AUDITORS' REPORT
A. Statutory Auditors:
In the Annual General Meeting held on 28th 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 Board's Report.
B. 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,
Practising Company Secretaries having FRN No:
P2019MH0772200 and Peer Review No.: 4537/2023
to conduct the Secretarial Audit of the Company for
the Financial Year 2024-2025.
The Secretarial Audit Report is annexed herewith as
Annexure- I to this Report.
No Qualifications, adverse remarks or disclaimers are
contained in the Secretarial Audit Report.
Pursuant to the amended SEBI LODR Regulations,
2015 which came into force w.e.f. 13th December, 2024
and on the recommendation of the Audit Committee, the
Board of Directors of the Company has recommended
the appointment of M/s. Ghatpande & Ghatpande
Associates, Practising Company Secretaries (having
FRN: P2019MH077200 and Peer Review No.
4537/2023) as the Secretarial Auditors of the Company
for a term of 5 (Five) consecutive years commencing
from 1st April, 2025 to hold office up to 31s* March, 2030.
Necessary Resolution for the said appointment is
proposed at Item No. 4 of the Notice convening the
Annual General Meeting.
C. 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 2024-2025.
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.
D. Cost Audit:
For the Financial Year under report the appointment
of Cost Auditor and obtaining their Report was not
applicable to the Company.
17. 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) The Loans and Advances given by the Company
pursuant to the provisions of Section 185 & 186 of the
Companies Act, are well within the limits prescribed
therefor.
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 31st March, 2025 (including Investments made in
the previous years) in quoted and unquoted Shares are
as under:-
| |
|
(Amt. in ' Lakhs)
|
|
Sr.
No.
|
Name of Entity
|
Amount as
at 31st March,
2025
|
Amount as
at 31st March,
2024
|
|
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
|
17.31
|
| |
TOTAL:
|
17.81
|
17.81
|
18. 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 or Arrangements entered
into by the Company with Related Parties have been done
at Arm's 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.
19. MATERIAL CHANGES AND COMMITMENTS BETWEEN
THE DATE OF THE BALANCE SHEET AND THE DATE
OF REPORT AND SIGNIFICANT/MATERIAL ORDERS
PASSED BY THE REGULATORS.
Changes in KMPs
As reported earlier, during the Current Financial Year
i.e. 2025-2026, Mrs. Asha Abhijit Korde resigned as the
Company Secretary and Compliance Officer of the Company
w.e.f. 17th June, 2025. Thereafter, Mr. Vipul Ravindra Gujar
was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f. 17th June, 2025.
Reclassification of Promoter/Promoter Group
Shareholders
As you are aware there were two groups of Promoters viz.,
PHC Group and RHC Group earlier to the Demerger of Food
Division of the Company into Aveer Foods Limited. On the
said Demerger, RHC Group shareholders transferred their
entire stake in the Company to PHC Group shareholders and
as such, they were not holding any shares in the Company.
Pursuant to the Order of Hon'ble NCLT, RHC Group was
reclassified from Promoter/Promoter Group Category to
Public Category. On an application made to BSE Ltd., BSE
has approved the said reclassification of RHC Group in
Public category vide its Approval Letter No. LIST/COMP/
HN/341/2025-26 dated 23rd July, 2025.
Accordingly, PHC Group shareholders are the only Promoter/
Promoter Group shareholders of the Company along with
Dr. Pravin Chordia, the brother of Mr. Pradeep Chordia.
Other than that, there have been no material changes and
commitments affecting the financial position of the Company
and there were no significant/material Orders passed by the
regulators.
20. 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 Company's 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.
21. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of Nomination and
Remuneration Committee framed the policy for selection and
appointment of Directors, KMP's and Senior Management
Personnel and their remuneration. The same is available on
Company's website on the link https://chordiafoods.com/wp-
content/uploads/2021/04/REMUNERATION-POLICYpdf
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
27. CASH FLOW
The Cash Flow Statement for the Financial Year ended 31st
March, 2025 is attached to the Financial Statements.
28. 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
employee's 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.
29. CORPORATE GOVERNANCE
At present the Company is not fulfilling the two criteria's of
Equity Share Capital and Net Worth after Demerger of Food
Division into Aveer Foods Limited and as such, the Corporate
Governance provisions are actually not applicable to the
Company. However, as per second proviso to Regulation
15(2)(a) of the LODR, the Companies to which the provisions
of Corporate Governance were applicable shall continue to
remain applicable for a period of three consecutive financial
years. Accordingly, the Corporate Governance Report is
furnished and is attached 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 a part of this Annual Report.
30. 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. The same is
detailed in the table below:
|
Number of complaints filed during F.Y 2024-2025
|
NIL
|
|
Number of complaints disposed of during F.Y. 2024-
|
NIL
|
|
2025
|
|
|
Number of complaints pending for more than 90
|
NA
|
|
days
|
|
31. COMPLIANCE WITH THE PROVISIONS OF THE
MATERNITY BENEFIT ACT, 1961
The Board of Directors of the Company do hereby confirm
and declare that the Company is in compliance with the
provisions of the Maternity Benefit Act, 1961, and that the
maternity leave benefits, workplace facilities and related
provisions are duly followed.
32. 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.
33. 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.
34. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 [IBC]
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.
35. 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.
36. DEMATERIALISATION OF EQUITY SHARES
The Company has obtained ISIN from both NSDL and
CDSL Depositories and the same is INE975C01011. As
on 31st March, 2025 the shareholders holding 37,60,021
Equity Shares i.e. 93.34% of the Capital have already
Dematerialized their shareholding. The shareholders who
still hold shares in physical form are once again requested
to get their shares dematerialized. Meanwhile, as per SEBI
Circular No. SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/73 dated
20th April, 2018 the Shareholders holding Shares in Physical
Form are required to submit their copies of PAN Card and
Bank Account details 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.
37. APPRECIATION
Your Directors wish to place on record their sincere
appreciation of the continued support from the Company's
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: 14th August, 2025 [DIN: 00389681]
|