Chaman Lal 2019
Chaman Lal 2019
Chaman Lal 2019
03.09.2019
To,
The Manager Listing
BSE Limited,
Corporate Relationship Department
Dalai Street, Mumbai — 400 001
Phones:- 022-22723121
[email protected]
Scrip Code: 530307
Dear Sir,
This is to inform you that the 25th Annual General meeting of the members of Chaman Lal Setia
Exports Ltd. will be held on Saturday 28.09.2019 at 04:30 p.m. at Hotel P.R Residency, 101 Distt.
Shopping Centre, Ranjit Avenue, Amritsar-143001 and in this regard please find enclosed
herewith Annual Report of Chaman Lal Setia Exports ltd. for the Financial year 31.03.2019.
Thanking You
24
2018
2017 2019
In addition to the Fixed and variable Compensation, he will be entitled to the following allowances, perquisites,
benefits, facilities and amenities as per rules of the Company and subject to the relevant provisions of the Companies
Act, 2013 (collectively called “perquisites and allowances”) These perquisites and allowances may be granted to the
Managing Director in such forms and manner as the Board may decide
a) Housing as per rules of the Company (i.e unfurnished/furnished residential accommodation and/or House Rent
b) Payment/Reimbursement of medical/hospitalization expenses for the Managing director and his family in
accordance with the rules of the Company.
e) Free telephone facility at the residence as per the rules of the Company
g) Contribution to Provident Fund, Superannuation Fund and Gratuity Fund shall be as per the rules of the
Company.
h Other Perquisites, Allowances, benefits and amenities as per the policy/rules of the Company in force and/or
as may be approved by the Board from time to time.
i) Perquisites shall be evaluated at actual cost or if cost is not ascertainable the same shall be valued as per
Income Tax Rules.
RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as “the Board” including any committee
constituted by the Board) of the Company be and hereby authorised to alter and vary the remuneration payable to
Mr. Chaman Lal Setia, as it may deem fit and as may be acceptable to Mr. Chaman Lal Setia, subject to the same
not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or
re-enactment thereof or otherwise as may be permissible at law.
RESOLVED FURTHER THAT in the event of any loss, absence or inadequacy of the profits of the Company in
any financial year , during the term of office of Mr. Chaman Lal Setia, the Company may, subject to the requisite
approvals, if required, pay you remuneration by way of salary, allowances, perquisites not exceeding the maximum
limits laid down in section II of Part II of Schedule V to the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such
acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate
all or any of its powers herein conferred to any committee of Directors to give effect to the aforesaid resolution.”
6. To give approval for re-appointment of Mr. Sankesh Setia (DIN:- 06620109) and in this regard to consider and if thought
fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the recommendation of Nomination and Remuneration Committee to the Board
of Directors (Board) and approval thereof by the Board and in accordance with the provisions of Sections 196 and
197 read with schedule V to the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act,
2013 (“Act”) and the rules made there under (including any statutory modification (s) or re-enactment thereof for the
time being in force) and the Articles of Association of Company, approval of members of Company be and is hereby
accorded to the re-appointment of Mr. Sankesh Setia (Din: 06620109) , as Whole Time Director of the Company , for
a further period of five years w.e.f 29.09.2019 on the remuneration, terms and conditions as set out below:
21. Process For Members Opting For E-Voting are given below. The Members are requested to go through them
carefully.
1. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013
read with Rule 20 of the Companies (Management and Administration ) Rules, 2014 as amended and Regulation
44 of the SEBI ( Listing Obligation and Disclosure Requirements) Regulations ,2015, the Company is pleased
to provide facility to Members to exercise their right to vote on the resolutions proposed to be considered at the
25th Annual General meeting (AGM) by electronic means and the business may be transacted through e-voting
services. The facility of casting the votes by the members using an electronic voting system from a place other
than venue of the AGM (“remote e-voting”) will be provided by Central Depository Services (India) Limited
(CDSL).
2. The facility for voting through ballot paper shall be made available at AGM and the members attending the
meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting
through Ballot paper.
3. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall
not be entitled to cast their vote again.
5. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held allow
voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the
AGM but have not cast their votes by availing the e-voting facility.
6. The Scrutinizer shall immediately after the conclusion of voting at the AGM, will first count the votes cast at
the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two
witnesses not in the employment of the Company and make, not later than 48 hours of the conclusion of the
AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman of
the Company, who shall countersign the same and declare the result of the voting forthwith.
7. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company
www.maharanirice. in and on the website of CDSL immediately after the declaration of result by the Chairman.
The results shall also be immediately forwarded to the BSE Limited, Mumbai.
8 . The resolutions will be deemed to passed on the AGM date subject to receipt of the requisite numbers of votes
in favour of the Resolutions.
(i) The remote e-voting facility begins on Wednesday, 25.09.2019 from 10:00 a.m. and ends on Friday
27.09.2019 at 5:00 p.m. During this period shareholders’ of the Company, holding shares either in physical
form or in dematerialized form, as on the cut-off date i.e. 21.09.2019, may cast their vote electronically.
The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the
meeting venue.
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(vi) Next enter the Image Verification Code/Captcha Code as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an
earlier voting of any company, then your existing password is to be used.
(x) Members holding shares in physical form will then reach directly the Company selection screen. However,
members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required
to mandatorily enter their login password in the new password field. Kindly note that this password is to be
also used by the demat holders for voting for resolutions of any other company on which they are eligible
to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not
to share your password with any other person and take utmost care to keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
(xii) Click on the EVSN for the relevant <Company Name> i.e. Chaman Lal Setia Exports ltd. on which you
choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/
NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the
Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting
page.
(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for Android, Apple and
Windows based mobiles. The m-Voting app can be downloaded from Google Play Store, App Store and
the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while
voting on your mobile.
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required
to log on to www. evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed
to helpdesk. [email protected].
• After receiving the login details a compliance user should be created using the admin login and
password. The Compliance user would be able to link the account(s) for which they wish to vote on.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to
verify the same.
(xxi) Any person, who acquires shares of the Company and become Member of the Company after dispatch of
the Notice and holding shares as on the cut-off date i.e. 21.09.2019 may follow the same instructions as
mentioned above for e-Voting.
(xxii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
(“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to
helpdesk.evoting@cdslindia. com
Explanatory Statement Pursuant to Section 102 (1) of the Companies Act, 2013
The Shareholders in the Annual General Meeting held on 29.09.2014 appointed Mr. Chaman Lal Setia (Din No. 01125789)
as a Managing Director of Company for a period of five years with effect from 21.09.2014.
Ever since his Directorship in the Company has made tremendous strides as reflected by the present prosperous position
of the Company.
Accordingly, It is proposed to reappoint Mr. Chaman Lal Setia as Managing Director of the Company for a further period
of five years commencing from September 21, 2019 upon the terms and conditions as set out in the resolution mentioned
in this item no. 5 of the notice.
For the sake of brevity the particulars of the proposed remuneration, perquisites and benefits of Mr. Chaman Lal Setia
are not being set out in the explanatory statement and the members are requested to refer to the same as set out in the
body of the resolution.
These particulars also continue the abstract of the terms of the contract to be proposed entered into with Mr. Chaman Lal
Setia which is required to be sent to every member pursuant to section 190 of the Companies Act, 2013.
Mr. Chaman Lal Setia, is not disqualified from being appointed as Directors in terms of Section 164 of the Act and he
satisfy all the conditions for being eligible for his re-appointment.
Necessary documents in this regard are available for inspection by the members at the registered office of the Company
during business hours on any working day.
Mr.Chaman Lal Setia (Din 01125789) may be deemed to concerned or interested in this resolution. Mr. Rajeev Setia (Din
01125921), Whole Time Director & CFO, Mr. Vijay Kumar Setia, (Din .01125966) Whole Time Director, Mr. Sukarn Setia
(Din . 01133561) Whole Time Director, Mr. Ankit Setia (Din . 01133822) Whole Time Director and Mr. Sankesh Setia (Din
. 06620109) Wholetime Directors be deemed to be interested in passing of the Resolution being relative of Mr. Chaman
Lal Setia.
Save and except the above, none of other Directors, Key Managerial Personnel or any of their relatives are, in any way,
concerned or interested, financially or otherwise in the Resolution set out at Item No. 5 of the Notice calling AGM.
The Board of Directors recommends the Special Resolution set out at Item No. 5 of the Notice for approval by the
members.
ITEM NO. 6:-
The Shareholders in the Annual General Meeting held on 29.09.2014 appointed Mr. Sankesh Setia (Din No. 06620109)
as a Wholetime Director of Company for a period of five years with effect from 29.09.2014.
Ever since his Directorship in the Company has made tremendous strides as reflected by the present prosperous position
of the Company.
For the sake of brevity the particulars of the proposed remuneration, perquisites and benefits of Mr. Sankesh Setia are
not being set out in the explanatory statement and the members are requested to refer to the same as set out in the body
of the resolution and further the Personal profile of Mr. Sankesh Setia is already being given under point no. 20 of this
notice. Kindly refer that for the same.
These particulars also continue the abstract of the terms of the contract to be proposed entered into with Mr. Sankesh
Setia which is required to be sent to every member pursuant to section 190 of the Companies Act, 2013.
Mr. Sankesh Setia, is not disqualified from being appointed as Directors in terms of Section 164 of the Act and he satisfy
all the conditions for being eligible for his re-appointment.
Necessary documents in this regard are available for inspection by the members at the registered office of the Company
during business hours on any working day.
Mr. Sankesh Setia (Din . 06620109) may be deemed to concerned or interested in this resolution. Mr. Rajeev Setia (Din
:-01125921), Whole Time Director & CFO, Mr. Vijay Kumar Setia, (Din :- 01125966) Whole Time Director, Mr. Sukarn Setia
(Din :- 01133561) Whole Time Director, Mr. Ankit Setia (Din :- 01133822) Whole Time Director and Mr. Chaman Lal Setia
(Din 01125789) Chairman and Managing Director of Company be deemed to be interested in passing of the Resolution
being relative of Mr. Sankesh Setia.
Save and except the above, none of other Directors, Key Managerial Personnel or any of their relatives are, in any way,
concerned or interested, financially or otherwise in the Resolution set out at Item No. 6 of the Notice calling AGM.
The Board of Directors recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the
members.
ITEM NO.7:-
In terms of Regulation 17 (6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 issued on May 9, 2018 (“Amended Listing Regulations”), the remuneration payable
to Executive Directors who are promoters and members of promoter group, shall be subject to the approval of the
shareholders by Special Resolution in General Meeting, if, the aggregate annual remuneration payable to such directors
exceeds 5% of the net profits of the Company, as calculated under section 198 of the Act, where there is more than one
such director.
The approval given by the shareholders shall be valid only till the expiry of the term of such Director.
Mr. Vijay Kumar Setia (DIN: 01125966) was re-appointment as Whole Time Director for a term of five years effective from
01.10.2018 and his remuneration was also approved by the Members of the Company in their Annual General Meeting
held on 29.09.2018 by way of Ordinary Resolution.
In order to comply with the requirement of Amended Listing Regulations and on recommendation of Board of Directors,
approval of Members by way of Special Resolution is sought for paying his remuneration even if the annual aggregate
remuneration payable to Mr. Vijay Kumar Setia, Whole Time Director, Mr. Rajeev Setia Whole Time Director & CFO, Mr.
Sukarn Setia, Whole Time Director, Mr. Sankesh Setia, Whole Time Director, Mr. Ankit Setia, Whole Time Director and
Mr. Chaman Lal Setia Managing Director & Chairman , exceeds 5% of the net profit of the Company, as calculated under
section 198 of the Companies Act, in any year during the remaining tenure of his appointment.
Mr. Vijay Kumar Setia hold 12413610 Equity shares in the Company as on 31.03.2019.
Save and except the above, none of other Directors, Key Managerial Personnel or any of their relatives are, in any way,
concerned or interested, financially or otherwise in the Resolution set out at Item No. 7 of the Notice calling AGM.
The Board of Directors recommended the resolution at Item No. 7 of the Notice for approval of Members by Special
Resolution.
In terms of Regulation 17 (6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 issued on May 9, 2018 (“Amended Listing Regulations”), the remuneration payable
to Executive Directors who are promoters and members of promoter group, shall be subject to the approval of the
shareholders by Special Resolution in General Meeting, if, the aggregate annual remuneration payable to such directors
exceeds 5% of the net profits of the Company, as calculated under section 198 of the Act, where there is more than one
such director.
The approval given by the shareholders shall be valid only till the expiry of the term of such Director.
Mr. Rajeev Setia (DIN: 01125921) was re-appointed as Whole Time Director for a term of five years effective from
01.10.2018 and his remuneration was also approved by the Members of the Company in their Annual General Meeting
held on 29.09.2018 by way of Ordinary Resolution.
In order to comply with the requirement of Amended Listing Regulations and on recommendation of Board of Directors,
approval of Members by way of Special Resolution is sought for paying his remuneration even if the annual aggregate
remuneration payable to Mr. Rajeev Setia, Whole Time Director & CFO, Mr. Vijay Kumar Setia Whole Time Director , Mr.
Sukarn Setia, Whole Time Director, Mr. Sankesh Setia, Whole Time Director, Mr. Ankit Setia, Whole Time Director and
Mr. Chaman Lal Setia Managing Director & Chairman , exceeds 5% of the net profit of the Company, as calculated under
section 198 of the Companies Act, in any year during the remaining tenure of his appointment.
Mr. Rajeev Setia hold 13081750 Equity shares in the Company as on 31.03.2019.
Mr. Rajeev Setia (Din . 01125921) may be deemed to concerned or interested in this resolution. Mr. Sankesh Setia (Din
:-06620109), Whole Time Director, Mr. Vijay Kumar Setia, (Din :- 01125966) Whole Time Director, Mr. Sukarn Setia (Din
:- 01133561) Whole Time Director, Mr. Ankit Setia (Din :- 01133822) Whole Time Director & Mr. Chaman Lal Setia (Din
01125789) Chairman and Managing Director of Company be deemed to be interested in passing of the Resolution being
relative of Sh. Rajeev Setia.
Save and except the above, none of other Directors, Key Managerial Personnel or any of their relatives are, in any way,
concerned or interested, financially or otherwise in the Resolution set out at Item No. 8 of the Notice calling AGM.
The Board of Directors recommended the resolution at Item No. 8 of the Notice for approval of Members by Special
Resolution.
ITEM NO. 9 :-
In terms of Regulation 17 (6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 issued on May 9, 2018 (“Amended Listing Regulations”), the remuneration payable
to Executive Directors who are promoters and members of promoter group, shall be subject to the approval of the
The approval given by the shareholders shall be valid only till the expiry of the term of such Director.
Mr. Sukarn Setia (DIN: 01133561) was re-appointed as Whole Time Director for a term of five years effective from
01.10.2018 and his remuneration was also approved by the Members of the Company in their Annual General Meeting
held on 29.09.2018 by way of Ordinary Resolution.
In order to comply with the requirement of Amended Listing Regulations and on recommendation of Board of Directors,
approval of Members by way of Special Resolution is sought for paying his remuneration even if the annual aggregate
remuneration payable to Mr. Sukarn Setia, Whole Time Director, Mr. Rajeev Setia Whole Time Director & CFO, Mr. Vijay
Kumar Setia, Whole Time Director, Mr. Sankesh Setia, Whole Time Director, Mr. Ankit Setia, Whole Time Director and
Mr. Chaman Lal Setia Managing Director & Chairman, exceeds 5% of the net profit of the Company, as calculated under
section 198 of the Companies Act, in any year during the remaining tenure of his appointment.
Mr. Sukarn Setia hold 44465 Equity shares in the Company as on 31.03.2019.
Mr. Sukarn Setia (Din . 01133561) may be deemed to concerned or interested in this resolution. Mr. Sankesh Setia (Din
:-06620109), Whole Time Director, Mr. Rajeev Setia, (Din :- 01125921) Whole Time Director & CFO, Mr. Vijay Kumar Setia
(Din :- 01125966) Whole Time Director, Mr. Ankit Setia (Din :- 01133822) Whole Time Director & Mr. Chaman Lal Setia
(Din 01125789) Chairman and Managing Director of Company be deemed to be interested in passing of the Resolution
being relative of Mr. Sukarn Setia.
Save and except the above, none of other Directors, Key Managerial Personnel or any of their relatives are, in any way,
concerned or interested, financially or otherwise in the Resolution set out at Item No. 9 of the Notice calling AGM.
The Board of Directors recommended the resolution at Item No. 9 of the Notice for approval of Members by Special
Resolution.
ITEM NO. 10 :-
In terms of Regulation 17 (6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 issued on May 9, 2018 (“Amended Listing Regulations”), the remuneration payable
to Executive Directors who are promoters and members of promoter group, shall be subject to the approval of the
shareholders by Special Resolution in General Meeting, if, the aggregate annual remuneration payable to such directors
exceeds 5% of the net profits of the Company, as calculated under section 198 of the Act, where there is more than one
such director.
The approval given by the shareholders shall be valid only till the expiry of the term of such Director.
Mr. Sankesh (DIN: 06620109) was re-appointed as Whole Time Director for a term of five years effective from 29.09.2014
and his reappointment for further period of five years is recommended for shareholder approval in this 25th Annual
General Meeting vide item no. 6 of this notice.
In order to comply with the requirement of Amended Listing Regulations and on recommendation of Board of Directors,
approval of Members by way of Special Resolution is sought for paying his remuneration even if the annual aggregate
remuneration payable to Mr. Sankesh Setia, Whole Time Director, Mr. Rajeev Setia Whole Time Director & CFO, Mr.
Sukarn Setia, Whole Time Director, Mr. Vijay Kumar Setia, Whole Time Director, Mr. Ankit Setia, Whole Time Director and
Mr. Chaman Lal Setia Managing Director & Chairman , exceeds 5% of the net profit of the Company, as calculated under
section 198 of the Companies Act, in any year during the remaining tenure of his appointment.
Mr. Sankesh Setia (Din . 06620109) may be deemed to concerned or interested in this resolution. Mr. Vijay Kumar Setia
(Din :-01125966), Whole Time Director, Mr. Rajeev Setia (Din :- 01125921) Whole Time Director & CFO, Mr. Sukarn Setia
(Din :- 01133561) Whole Time Director, Mr. Ankit Setia (Din :- 01133822) Whole Time Director & Mr. Chaman Lal Setia
(Din 01125789) Chairman and Managing Director of Company be deemed to be interested in passing of the Resolution
being relative of Mr. Sankesh Setia.
Save and except the above, none of other Directors, Key Managerial Personnel or any of their relatives are, in any way,
concerned or interested, financially or otherwise in the Resolution set out at Item No. 10 of the Notice calling AGM.
The Board of Directors recommended the resolution at Item No. 10 of the Notice for approval of Members by Special
Resolution.
In terms of Regulation 17 (6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 issued on May 9, 2018 (“Amended Listing Regulations”), the remuneration payable
to Executive Directors who are promoters and members of promoter group, shall be subject to the approval of the
shareholders by Special Resolution in General Meeting, if, the aggregate annual remuneration payable to such directors
exceeds 5% of the net profits of the Company, as calculated under section 198 of the Act, where there is more than one
such director.
The approval given by the shareholders shall be valid only till the expiry of the term of such Director.
Mr. Ankit Setia (DIN: 01133822) was re-appointment as Whole Time Director for a term of five years effective from
01.10.2018 and his remuneration was also approved by the Members of the Company in their Annual General Meeting
held on 29.09.2018 by way of Ordinary Resolution.
In order to comply with the requirement of Amended Listing Regulations and on recommendation of Board of Directors,
approval of Members by way of Special Resolution is sought for paying his remuneration even if the annual aggregate
remuneration payable to Mr. Ankit Setia, Whole Time Director, Mr. Rajeev Setia Whole Time Director & CFO, Mr. Sukarn
Setia, Whole Time Director, Mr. Sankesh Setia, Whole Time Director, Mr. Vijay Kumar Setia, Whole Time Director and
Mr. Chaman Lal Setia Managing Director & Chairman , exceeds 5% of the net profit of the Company, as calculated under
section 198 of the Companies Act, in any year during the remaining tenure of his appointment.
Mr. Ankit Setia hold 158297 Equity shares in the Company as on 31.03.2019.
Mr. Ankit Setia (Din . 01133822) may be deemed to concerned or interested in this resolution. Mr. Sankesh Setia (Din
:-06620109), Whole Time Director, Mr. Rajeev Setia, (Din :- 01125921) Whole Time Director & CFO, Mr. Sukarn Setia (Din
:- 01133561) Whole Time Director, Mr. Vijay Kumar Setia (Din :- 01125966) Whole Time Director & Mr.Chaman Lal Setia
(Din 01125789) Chairman and Managing Director of Company be deemed to be interested in passing of the Resolution
being relative of Mr. Ankit Setia.
Save and except the above, none of other Directors, Key Managerial Personnel or any of their relatives are, in any way,
concerned or interested, financially or otherwise in the Resolution set out at Item No. 11 of the Notice calling AGM.
The Board of Directors recommended the resolution at Item No. 11 of the Notice for approval of Members by Special
Resolution.
In terms of Regulation 17 (6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 issued on May 9, 2018 (“Amended Listing Regulations”), the remuneration payable
to Executive Directors who are promoters and members of promoter group, shall be subject to the approval of the
The approval given by the shareholders shall be valid only till the expiry of the term of such Director.
Mr. Chaman Lal Setia (DIN: 01125789) was re-appointed as Managing Director for a term of five years effective from
21.09.2014 in the Annual General Meeting held on 29.09.2014 and his reappointment for further period of five years is
recommended for shareholder approval in this 25th Annual General Meeting vide item no. 5 of this notice.
In order to comply with the requirement of Amended Listing Regulations and on recommendation of Board of Directors,
approval of Members by way of Special Resolution is sought for paying his remuneration even if the annual aggregate
remuneration payable to Mr. Chaman Lal Setia Managing Director & Chairman, Mr. Rajeev Setia Whole Time Director
& CFO, Mr. Sukarn Setia, Whole Time Director, Mr. Vijay Kumar Setia, Whole Time Director, Mr. Ankit Setia, Whole Time
Director and Mr. Sankesh Setia Whole time Director , exceeds 5% of the net profit of the Company, as calculated under
section 198 of the Companies Act, in any year during the remaining tenure of his appointment.
Mr. Chaman Lal Setia hold 11600050 Equity shares in the Company as on 31.03.2019.
Mr. Chaman Lal Setia (Din . 01125789) may be deemed to concerned or interested in this resolution. Mr. Vijay Kumar
Setia (Din :-01125966), Whole Time Director, Mr. Rajeev Setia, (Din :- 01125921) Whole Time Director & CFO, Mr. Sukarn
Setia (Din :- 01133561) Whole Time Director, Mr. Ankit Setia (Din :- 01133822) Whole Time Director & Mr. Sankesh Setia
(Din 06620109) Whole Time Director of Company be deemed to be interested in passing of the Resolution being relative
of Mr. Chaman Lal Setia.
Save and except the above, none of other Directors, Key Managerial Personnel or any of their relatives are, in any way,
concerned or interested, financially or otherwise in the Resolution set out at Item No. 12 of the Notice calling AGM.
The Board of Directors recommended the resolution at Item No. 12 of the Notice for approval of Members by Special
Resolution.
As the first term of Mr. Inder Dev Kukkar (DIN:- 01193209), Mr. Naresh Kumar Suneja (DIN:- 01383235) and Mr. Raghav
Peshawaria (DIN : 01386434) as Independent Director of Company was going to be completed on 31.03.2019. Accordingly,
Board of Directors, on the recommendation of the Nomination & Remuneration Committee, appointed them as Additional
Director w.e.f 01.04.2019 under Section 161(1) of the Companies Act, 2013 and as an Independent Non-Executive
Director of the Company for five consecutive years under Section 149 of the Companies Act, 2013 subject to the approval
of the shareholders in ensuing general meeting of Company.
The Board considers that their association and vast experience would be of immense benefit to the Company and it is
desirable to avail services of Mr. Inder Dev Kukkar, Mr. Naresh Kumar Suneja and Mr. Raghav Peshawaria as Independent
Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Inder Dev Kukkar, Mr. Naresh
Kumar Suneja and Mr. Raghav Peshawaria as Independent Director for second term for five consecutive years for a term
upto 31.03.2024, for the approval by the shareholders of the Company.
In the opinion of the Board, Mr. Inder Dev Kukkar, Mr. Naresh Kumar Suneja and Mr. Raghav Peshawaria are persons
of integrity and possesses relevant expertise and experience and fulfills the conditions for appointment as a director as
specified in the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.
None of the Directors/ Key Managerial Personnel of the Company/ their relatives except Mr. Inder Dev Kukkar, Mr.
Naresh Kumar Suneja and Mr. Raghav Peshawaria are in any way concerned or interested, financially or otherwise in the
resolution set out at Item No. 13, 14 and 15 of the Notice calling AGM..
Necessary documents in this regard are available for inspection by the members at the registered office of the Company
during business hours on any working day.
The Board of Directors recommend the Special Resolution set out at item no. 13, 14 and 15 of the Notice for approval
by shareholders.
ITEM NO. 16:-
Mrs. Amarjyoti Bagga (DIN: 06958408) was appointed as an Independent Director on the Board of Directors of the
Company in the Annual General Meeting (AGM) held in the year 2014 to hold office for a period of 5 (five) years with effect
from 29.09.2014 (the date of AGM 2014). In terms of Section 149 of the Companies Act, 2013, an Independent Director
is eligible for re-appointment on passing of Special Resolution.
Mrs. Amarjyoti Bagga being eligible and offering herself for re-appointment, is proposed to be appointed as an Independent
Director for a Second Term of 5 (five) years from 29.09.2019 to 28.09.2024. In the opinion of the Board, Mrs. Amarjyoti
Bagga fulfills the conditions specified in the Act and rules made thereunder for her re-appointment as an Independent
Director of the Company and is Independent of the Management.
None of the Directors/ Key Managerial Personnel of the Company/ their relatives except Mrs. Amar Jyoti Bagga is in any
way concerned or interested, financially or otherwise in the resolution set out at Item No. 16 of the Notice calling AGM.
Necessary documents in this regard are available for inspection by the members at the registered office of the Company
during business hours on any working day.
The Board of Directors recommend the Special Resolution set out at item no. 16 of the Notice for approval by shareholders.
The Members of the Company at their 21st Annual General Meeting of the Company held on 29.09.2015, had approved
the appointment of Mr. Vijay Kumar Jhamb (DIN :-07021080) as an Independent Directors of the Company for a period of
five years from 13.10.2014 to 12.10.2019, pursuant to provisions of Section 149, 152 and Schedule IV of the Companies
Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Agreements with
the Stock Exchange. His appointment as an Independent Directors of the Company will be upto the close of business
hours on 12.10.2019 in his present first term.
The Board of Directors considers that Mr. Vijay Kumar Jhamb is having requisite expertise, versatility, extensive and
enriched experience and fulfills the conditions for appointment as a director as specified in the Companies Act, 2013 and
SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly Board of Directors decided to re-
appoint Mr. Vijay Kumar Jhamb for a further period of five years.
Mr. Vijay Kumar Jhamb, being eligible and offering himeslf for re-appointment, is proposed to be appointed as an
Independent Director for a Second Term of 5 (five) years from 13.10.2019 to 12.10.2024. In the opinion of the Board, Mr.
Vijay Kumar Jhamb fulfills the conditions specified in the Act and rules made thereunder for his re-appointment as an
Independent Director of the Company and is Independent of the Management.
None of the Directors/ Key Managerial Personnel of the Company/ their relatives except Mr. Vijay Kumar Jhamb is in any
way concerned or interested, financially or otherwise in the resolution set out at Item No. 17 of the Notice calling AGM.
Necessary documents in this regard are available for inspection by the members at the registered office of the Company
during business hours on any working day.
The Board of Directors recommend the Special Resolution set out at item no. 17 of the Notice for approval by shareholders.
Sd/-
Chaman Lal Setia
Place: Amritsar Din:- 01125789
Dated: 28-08-2019 (Chairman Cum Managing Director)
Your Directors have pleasure in presenting before you the 25TH Annual Report on the business and operations of the
Company, together with the Audited Financial Statements for the financial year ended 31.03.2019
1. Overview of financial performance and business operations
The financial and operating highlights for the year under review, compared with the previous Financial years, are
given below:-
The Company’s financial performance, for the year ended March 31, 2019 is summarised below
During the year under review the Company has registered a sale of Rs 76975.86. Lakhs against previous year sales
of Rs.73907.47lakhs.
5. EXPORTS
The Company continues to strengthen its exports during the year 2018-2019. Exports during the year increased to
Rs. 68442.24 lakhs from Rs 65076.83. lakhs in financial year 2017-18
6. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR:-
Your Company has no subsidiary or Associate Company and during the year also no Company have became or
ceased to be the subsidiary, joint venture or Associate Company.
7. TRANSFER TO RESERVES
The Company has transferred an amount of Rs.344.05 Lakhs to General reserves during the Financial year.
8. DIVIDEND
The Board of Directors of Company have recommended final dividend of Rs. 0.48 per equity share of Rs. 2/- each
(i.e. 24%) for the financial year ended March 31, 2019 in their Board Meeting held on 29.05.2019 on Equity Share
Capital of Company. The dividend payment is subject to approval of shareholders in the ensuing Annual General
Meeting .
During the year, pursuant to the provisions of Section 124 and Section 125 of the Companies Act,2013, dividend
amounting Rs. 240025/- was lying unpaid/unclaimed with the Company for a period of seven years after Declaration of
Dividend for the financial year ended 2010-2011 was transferred to the Investor Education and Protection Fund .The
Unpaid / Unclaimed amount for the Financial Year 2011-12 will be transferred during November 2019. Shareholders
are, therefore, advised to contact the Company immediately in case of non-receipt or non encashment of Dividend.
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education
and Protection Fund Authority ( Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to
time (IEPF Rules) the Company has transferred 14410 Equity Shares which belongs to total 14 shareholders of the
Company whose dividend was not been paid or claimed seven consecutive years or more into the Demat Account
of the IEPF Authority held with NSDL (DPID/Client ID IN30078/10656671)
Before transferring the above mentioned shares the Company has sent out individual communication to the
concerned shareholders whose shares were liable to be transferred to IEPF Authorities to take immzediate action
in the matter and list of such shareholders was also placed on the website of the Company. Further Company also
published a Notice in the newspapers, informing the Members who had not claimed their shares for a period of 7
years to claim the same from the Company.
Concern shareholders may still claim the shares or apply for refund to the IEPF Authority by making an application in
the prescribed form. The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful
owner claims the shares. The shares held in such Demat account shall not be transferred or dealt with in any manner
whatsoever except for the purposes of transferring the shares back to the claimant as and when he approaches the
Authority. All benefits accruing on such shares e.g. bonus shares, split. Consolidation, fraction shares etc. shall also
be credited to such Demat Account.
Mrs. Kanika Nevtia Company Secretary cum compliance officer of Company has been appointed as nodal officer of
Company and an investor can contact at [email protected].
10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED
OR HAVE RESIGNED DURING THE YEAR AND TILL THE DATE OF THIS REPORT:-
During the year, in Board Meeting held on 29.05.2018 Mr. Parmod Kumar has given his resignation and Company
appointed Mr. Arun Kumar Verma as an additional Director of Company w.e.f 29.05.2018 and in Annual General
Meeting held on 29.09.2018 Company regularised appointment of Mr. Arun Kumar Verma from additional Director
to Independent Director.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ankit Setia (DIN:- 01133822) and Mr.
Sankesh Setia (DIN 06620109) wholetime Director of Company is liable to retire by rotation at ensuing Annual
General Meeting, and being eligible, for re-appointment in accordance with provisions of the Companies Act, 2013.
Further as first term of three Independent Directors were going to be completed on 31.03.2019, therefore Board of
Directors of Company at their meeting held on 30.03.2019, re-appointed Mr. Inder Dev Kukar, Mr. Raghav Peshawaria
and Mr. Naresh Kumar Suneja for a further period of 5 years w.e.f 01.04.2019 subject to approval of shareholders in
ensuing general meeting of Company. They have been re-appointed under the category of additional non executive
Independent Director. Accordingly in this 25th Annual General Meeting of Company their re-appointment for a period
of 5 years w.e.f 01.04.2019 to 31.03.2024 and regularization from additional Director to Independent Director are
proposed for shareholder approval.
Further the first term of Mrs. Amar Jyoti Bagga(DIN:- 06958408) an Independent Non-Executive Director of Company
is going to expire in ensuing AGM of Company. The Board of Directors of Company as per recommendation of
Nomination and Remuneration Committee at their Meeting held on 28.08.2019 has approved her re-appointment as
Independent Non-Executive Director of the Company for a second term of 5 (five) consecutive years w.e.f 29.09.2019
to 28.09.2024, subject to approval of the members by way of special resolution in the ensuing AGM.
Further the first term of Mr. Vijay Kumar Jhamb (DIN:-07021080) an Independent Non-Executive Director of Company
is going to expire on 12.10.2019. The Board of Directors of Company as per recommendation of Nomination and
Remuneration Committee at their Meeting held on 28.08.2019 has approved his re-appointment as Independent Non-
Executive Director of the Company for a second term of 5 (five) consecutive years w.e.f 13.10.2019 to 12.10.2024,
subject to approval of the members by way of special resolution in the ensuing AGM.
Further the existing term of Mr. Chaman Lal Setia (DIN:- 01125789) Managing Director and Chairman of Company is
going to expire on 20.09.2019. Considering the recommendation of Nomination and Remuneration Committee of the
Company, The Board of Directors of Company at their Meeting held on 28.08.2019 has approved his re-appointment
for further period of five years w.e.f 21.09.2019 to 20.09.2024 subject to approval of the members by way of special
resolution inthe ensuing AGM.
Further the existing term of Mr. Sankesh Setia (DIN:- 06620109) Executive Director of Company is going to expire
on 28.09.2019. Considering the recommendation of Nomination and Remuneration Committee of the Company,
The Board of Directors of Company at their Meeting held on 28.08.2019 has recommended his re-appointment for
DUN & BRAD During the year Dun & Bradstreet has given Rating of 5A2 which implies that the Company
STREET has a tangible networth of INR 645,950,000 and above as per latest available audited
financial statements. Composite appraisal 2 indicates that the overall status of Company
is good.
28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 :-
During the year under review no such complaint or grievance occurred under the Act named The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act , 2013,
29. DISCLOSURE ON DEPOSITS FROM PUBLIC
During the year under review, the Company has not accepted any deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the ambit of Section 73 of the Companies Act, 2013 and the rules framed
thereunder.
30. DEMATERIALISATION OF SHARES
The Company has agreements with both National Securities Depository Ltd. and Central Depository Services (India)
Ltd. whereby the Shareholders have an option to dematerialise their shares with either of the depositories. As on
31.03.2019, about 98.90% of the Company’s Equity Shares has been held in dematerialized form.
31. SHARE CAPITAL OF THE COMPANY :-
The Paid-up equity share capital of the Company as on March 31, 2019 was Rs. 1034.67 lakhs. There has been no
change in the Equity Share Capital of the Company during the year. The Company has no other type of securities
except equity shares forming part of paid-up capital.
The Company’s shares are listed and actively traded on the below mentioned Stock Exchange:-
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers,
25th Floor, Dalal Street,
Mumbai – 400001
During the financial year ended March 31, 2019 , the Company has neither made any investment (s) nor given any
loan or guarantee(s) or provided any security within the meaning of the provisions of section 186 of the Companies
Act, 2013.
All Contracts/arrangements/transactions entered by the Company during the financial year 2018-2019 with related
parties were on an arm’s length basis and were in the ordinary course of business and in accordance with the
provisions of the Companies Act, 2013, read with Rules issued thereunder and the SEBI Listing Regulations.
During the year the Company had not entered into any contracts/ arrangements / transactions with related parties
which could be considered as material under the Companies Act, 2013 and rules made thereunder and under SEBI
Listing Regulations.
Prior omnibus approval of the Audit Committee has been obtained on for transactions with related parties which are
of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted
and a statement giving details of all transactions with related parties are placed before the Audit Committee for their
review on a periodic basis.
The details of the related party transactions as per Indian Accounting Standard Ind AS 24 are set out in Note 13(ii)a
to the Standalone Financial Statements forming part of this Annual Report. Further Form No. AOC-2 is attached as
‘Annexure-F’ which forms part of this report.
The Company has also adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is
uploaded on the Company’s website at the weblink: www.maharanirice.in.
The Company has adopted Whistle Blower Policy/Vigil Mechanism to provide a formal mechanism for the Directors
and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of Company’s
Code of Conduct and mismanagement, if any. The implementation and details of the Whistle Blower Policy has been
mentioned in the Report of Corporate Governance and also uploaded on Company’s website i.e. www.maharanirice.
in.
The Industrial relations in all the units and branches of your Company remained cordial throughout the year and have
resulted in sustained growth of the company.
36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURED SINCE 31ST MARCH, 2019 TILL THE DATE OF THIS REPORT :-
There has been no material change/commitment affecting the financial position of the Company which have occurred
since 31st March, 2019 till the date of this Report.
The Company confirms that it has paid the Annual Listing fee for the year 2019-2020 to BSE where the Company’s
Shares are listed.
1 Mr. Chaman Lal Setia Chairman & Managing 1,49,54,108 Under Graduate 46 21.09.1994 85 First
Director Employement
2 Mr. Vijay Kumar Setia Wholetime Director 1,53,40,578 Graduate 42 21.09.1994 66 First
Employement
3 Mr. Rajeev Setia Wholetime Director & 1,13,54,538 Post Graduate 41 21.09.1994 64 First
CFO Employement
4 Mr. Sankesh Setia Wholetime Director 76,07,200 Graduate 12 29.09.2014 32 First
Employement
5 Mr. Ankit Setia Wholetime Director 74,39,600 Graduate/ 16 30.09.2003 35 First
Diploma in Food Employement
Technology
6 Mr. Sukarn Setia Wholetime Director 18,41,400 Graduate 18 28.09.2001 39 First
Employement
7 Mr. Manu Arora Accounts Manager 7,21,800 M.COM 16 01.05.2004 41 First
Employement
8 Mr. Vipan Malhotra Accounts Manager 6,89,400 B.A (Computer) 32 01/11/1994 55 First
Employement
9 Mr. Rajinder Prasad General Manager 6,85,052 B.A 41 01.08.2000 60 KRBL
10 Mr. Nirmal Kumar Purchase Manager 6,75,084 Under Graduate 43 01.04.1996 62 First
Employement
(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014)
1. CIN L51909PB1994PLC015083
2. Registration Date 21/09/1994
3. Name of the Company CHAMAN LAL SETIA EXPORTS LTD.
4. Category/Sub-category of the Company PUBLIC COMPANY LIMITED BY SHARES/
INDIAN NON GOVERNMENT COMPANY
5. Address of the Registered office & P O Central Jail, Meeran Kot Road, Amritsar-143002, Punjab
contact details 0183-2590318 & 0183-2592708
Email id :- [email protected]
Website :- www.maharanirice.in
6. Whether listed company Yes (Listed in BSE)
7. Name, Address & contact details of the BEETAL FINANCIAL & COMPUTER SERVICES PVT LTD.
Registrar & Transfer Agent, if any. BEETAL HOUSE, IIIRD FLOOR, 99 MADANGIR, BEHIND LSC,
NEW DELHI -110062
Email id :- [email protected]
Telephone :- 011-29961281-283
Fax Number :- 011-29961284
S. No. Name and Description of main NIC Code of the Product/ % to total turnover of the
products / services service company
1 RICE 10612 99.91%
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
(As on 1st April, 2018) (As on 31st March, 2019)# Change
during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters & Promoters Group
(1) Indian
a) Individual / HUF 38406157 10450 38416607 74.26 38191553 10450 38202003 73.84 (0.42)
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 0 0 0 0 0 0 0 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other
Sub Total (A) (I) 38406157 10450 38416607 74.26 38191553 10450 38202003 73.84 (0.42)
2. FOREIGN
a. Individuals (Non Residents 0 0 0 0 0 0 0 0 0
Individuals /Foreign Individuals)
b. Bodies Corporate 0 0 0 0 0 0 0 0
c. Institutions 0 0 0 0 0 0 0 0 0
d. Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
e. Any Others (specify) 0 0 0 0 0 0 0 0 0
Sub Total (A)(2) 0 0 0 0 0 0 0 0 0
Total Shareholding of promoter 38406157 10450 38416607 74.26 38191553 10450 38202003 73.84 (0.42)
and Promoter Group(A) =
(A)1+(A)(2)
(B) Public Shareholding
1 Institution
(A) Mutual Funds/UTI 0 0 0 0 0 0 0 0 0
(b) Financial Institutions/ Banks 0 0 0 0 0 0 0 0 0
(c) Central Government/ State 0 0 0 0 0 0 0 0 0
Government (s)
(d) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(e) Insurance Companies 0 0 0 0 0 0 0 0 0
(f) Foreign Institutional / Portfolio 439303 0 439303 0.85 147500 0 147500 0.29 (0.56)
Investors
(g) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
(h) Qualified Foreign Investors 0 0 0 0 0 0 0 0 0
(i) Any Other (specify) 0 0 0 0 0 0 0 0 0
Sub Total (B) (I) 439303 0 439303 0.85 147500 0 147500 0.29 (0.56)
#Due to reclassification of shares w.e.f 18.12.2018, Company reclassified its 16 Promoters Shareholders from Promoter
Category to Public Category. Therefore no. of promoters reduced to 13.
B) Shareholding of Promoters and Promoters Group:
S. Shareholder’s No. Of Shares held at the beginning of Shareholder’s No. Of Shares held at the end of the %
No. Name the year Name year change
1st April, 2018 31st March, 2019 in share
No. Of % of total % of shares No. of % of total %of Shares holding
Shares Shares pledged Shares Shares Pledged / during
of the encumbered to of the encumbered to the year
company total shares company total shares
1 Aaksha S Khanna 6600 0.01 0 Note1
2 Lajwanti 2750 0.01 0 Lajwanti 2750 0.01 0 0
3 Kali Ram Suresh kr 3850 0.01 0 Kali Ram Suresh kr 3850 0.01 0 0
4 Vijender Mann 3850 0.01 0 Note 1
5 Jagjit Singh 3850 0.01 0 Jagjit Singh 3850 0.01 0 0
6 Ashok Kumar 5500 0.01 0 Note 1
7 Madan lal 3850 0.01 0 Note 1
8 Rekha Rani 3850 0.01 0 Note 1
9 Anuradha Bhandari 3850 0.01 0 Note 1
10 Neeru Wadhwa 3850 0.01 0 Note 1
11 Rani Vijay Shastri 5500 0.01 0 Note 1
12 Rajiv Mehra 5500 0.01 0 Note 1
13 Sujata Goyal 7700 0.01 0 Note 1
Note 1 : Due to reclassification of shares w.e.f 18.12.2018, Company reclassified its 16 Promoters Shareholders from
Promoter Category to Public Category. Therefore no. of promoters reduced to 13.
C) Change in Promoters’ & Promoters’ Group Shareholding (please specify, if there is no change)
S. Name of the Shareholding at the Change during the Increase/Decrease in Cumulative Shareholding at the
No. Shareholder beginning of the year year Shareholding Shareholding end of the year as on
as on during the Year 31.03.2019
(April 01, 2018)
No. of % of total Reason No. of % of Total No. of % of Total No. of % of Total
shares shares of Shares Shares of shares Shares of shares Shares of
the the the Com- the Com-
company Company pany pany
1. Aaksha S Khanna 6600 0.01 RECLASSFICATION Refer Note 1
2. Lajwanti 2750 0.01 2750 0.01 2750 0.01
3. Kali Ram Suresh Kr 3850 0.01 3850 0.01 3850 0.01
4 Vijender Mann 3850 0.01 RECLASSFICATION Refer Note 1
5 Jagjit Singh 3850 0.01 3850 0.01 3850 0.01
6 Ashok Kumar 5500 0.01 RECLASSFICATION Refer Note 1
7 Madan lal 3850 0.01 RECLASSFICATION Refer Note 1
8 Rekha Rani 3850 0.01 RECLASSFICATION Refer Note 1
9 Anuradha Bhandari 3850 0.01 RECLASSFICATION Refer Note 1
10 Neeru Wadhwa 3850 0.01 RECLASSFICATION Refer Note 1
11 Rani Vijay Shastri 5500 0.01 RECLASSFICATION Refer Note 1
12 Rajiv Mehra 5500 0.01 RECLASSFICATION Refer Note 1
13 Sujata Goyal 7700 0.01 RECLASSFICATION Refer Note 1
14 Manju Ahuja 8581 0.02 8581 0.02 8581 0.02
15 Sanjeev Kishore 55100 0.11 RECLASSFICATION Refer Note 1
16 Sukarn Setia 94506 0.18 Sale of shares 50041 0.096 44465 0.09 44465 0.09
17 Neelam Setia 306400 0.59 306400 0.59 306400 0.59
18 Sushma Setia 303300 0.59 Sale of shares 1000 0.001 302300 0.58 302300 0.58
19 Ankit Setia 199819 0.39 Sale of shares 41522 0.080 158297 0.31 158297 0.31
20 Sankesh Setia 276100 0.53 276100 0.53 276100 0.53
21 Rajeev Setia 13081750 25.29 13081750 25.29 13081750 25.29
22 Chaman Lal Setia 11600050 22.42 11600050 22.42 11600050 22.42
23 Vijay Kumar Setia 12430501 24.03 Sale of shares 16891 0.03 12413610 24.00 12413610 24.00
24 Manoj Ahuja 0 0
Note 1 : Due to reclassification of shares w.e.f 18.12.2018, Company reclassified its 16 Promoters Shareholders from
Promoter Category to Public Category. Therefore no. of promoters reduced to 13.
*As on 31.03.2019 98.90% shareholding of Company are in dematerialised form. Shares of Company are listed on
BSE Ltd. and it is not feasible to track movement of shares on daily basis. Therefore aforesaid information has been
stated accordingly.
SN Shareholding of each Directors and each Key Shareholding at the beginning of Shareholding at the end of the
Managerial Personnel the year year*
No. of shares % of total shares No. of % of total shares of
of the company shares the company
1 Shareholding of key Managerial Personnel: 11600050 22.42% 11600050 22.42%
Mr. Chaman Lal Setia
(Managing Director)
2 Mr. Rajeev Setia 13081750 25.29% 13081750 25.29%
(Executive Director & Chief Financial
Officer )
3 Mrs. Kanika Nevtia NIL NIL NIL NIL
Company Secretary
4 Shareholding of Directors 12430501 24.03% 12413610 24.00%
Mr. Vijay Kumar Setia*
5. Mr. Sukarn Setia* 94506 0.18% 44465 0.09%
6. Mr. Sankesh Setia 276100 0.53% 276100 0.53%
7. Mr. Ankit Setia* 199819 0.39% 158297 0.31%
8. Mr. Inder Dev Kukkar 1650 0.003% 1650 0.003%
9. Mr. Raghav Peshawaria NIL NIL NIL NIL
10. Mr. Naresh Kumar Suneja NIL NIL NIL NIL
11. Mrs. Amar Jyoti Bagga NIL NIL NIL NIL
12. Mr. Vijay Kumar Jhamb NIL NIL NIL NIL
13. Mr. Arun Kumar Verma NIL NIL NIL NIL
F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for
payment.
Type Section of the Brief Description Details of Penalty/ Authority [RD / Appeal made, if
Companies Act Punishment/ NCLT/ COURT] any (give Details)
Compounding fees
imposed
A. COMPANY
Penalty
Punishment NONE
Compounding
B. DIRECTORS
Penalty
Punishment NONE
Compounding
C. OTHER OFFICERS IN DEFAULT
Punishment NONE
Compounding
Sd/-
Chaman Lal Setia
Place: Amritsar Managing Director
Date: 28.08.2019 Din: 01125789
To,
The Members,
Chaman Lal Setia Exports Ltd.
P.O. Central Jail, Miran Kot Road,
Amritsar-143002
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Chaman Lal Setia Exports ltd. (hereinafter called “the company”). The Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other records
maintained by the company and also the information provided by the Company, its officers, agents and authorised
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 commencing from 1st April, 2018 and ended on 31st March, 2019, complied
with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter along with Annexure 1
attached to this report:
1) We have examined the books, papers, minute books, forms and returns filed and other records maintained by
Chaman Lal Setia Exports ltd. (“The Company”) for the financial year ended on 31st March, 2019, according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder ;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (No Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings was taken by the
Company during the Audit Period).
(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,
2009 and amendments from time to time;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period);
Sd/-
Sunil Dhawan
Proprietor
Place: Amritsar ACS No. 14500
Date: 28.08.2019 C. P No.:3690
*This report is to be read with our letter of even date which is annexed as’ Annexure 1’ and forms an integral part of this
report.
To,
The Members,
Chaman Lal Setia Exports Ltd.
P.O Central Jail, Mirankot Road,
Amritsar - 143002
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, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever 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.
Sd/-
Sunil Dhawan
Proprietor
Place: Amritsar ACS No. 14500
Date: 28.08.2019 C. P No.:3690
To
The Members,
Chaman Lal Setia Exports Ltd.
P.O Central Jail, Mirankot Road,
Amritsar-143002
We, Sunil Dhawan & Associates, a firm of Company Secretaries, having our office at 29, Sant, Avenue, The Mall,
Amritsar-143001, have examined:
(a) all the documents and records made available to us and explanation provided by Chaman Lal Setia Exports Ltd.
(hereinafter referred to as “the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchange,
(c) website of the listed entity,
(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year
ended 31.03.2019 (“Review Period”) in respect of compliance with the provisions of :
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines
issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars,
guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d)
Securities
and Exchange Board
of India (Buyback of Securities) Regulations,
2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(g) Securities and Exchange Board of India(Issue and Listing of Non- Convertible and Redeemable Preference Shares)
Regulations,2013;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and circulars/ guidelines issued thereunder; and based on the above examination, We hereby report that, during the
Review Period:
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued
thereunder, except in respect of matters specified below:-
(d) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr.No Observations of the Observations made Actions taken by the Comments of the
Practicing Company in the secretarial listed entity, if any Practicing Company
Secretary in the compliance report Secretary on the
previous reports for the year end actions taken by the
listed entity
NA
Sd/-
Sunil Dhawan
Proprietor
Place: Amritsar ACS No. 14500
Date: 27.05.2019 C. P No.:3690
**Mr. Arun Kumar Verma who was appointed as an additional Director of Company was regularised in Annual General
Meeting of Company w.e.f 29.09.2018 and appointed as Independent Director of Company.
5. Average Net Profit of the Company for last three financial years:
Average net profit is Rs. 584161567/-
6. Prescribed CSR Expenditure (Two percent of the amount as in item 5 above)
The company is required to spend Rs. 11683231/-
7. Details of CSR spent for the financial year :
a) Total amount spent for the financial year : Rs.4921298/-
b) Amount unspent if any : Rs. 6761933/-
Sr. CSR Projects or Activities Identified Sector in which Projects or Amount Amount spent Cumulative Amount
No. project is Programs Outlay on project Expendi- Spent direct
covered (1) Local Area or (Budget) or programs ture upto or through
others project or Subheads reporting implement
(2)Specify the programme (1) Direct period (Rs.) agency
state and district wise Expenditure
where project or (Rs.) on project (2)
programmes were Overheads
undertaken
1. Project of Food Distribution Eradication of Rural Area, Amritsar, Rs. 1869949/- Rs. 1869949/- Rs.1869949/- Direct
hunger & poverty (Punjab)
2. Project of providing benches to school for Promoting Govt. Senior Rs. 116836/- Rs. 116836/- Rs. 116836/- Direct
students, further providing stationery and Education Secondary School,
allied articles for promoting education Nangli
3. Project of providing benches to school for Promoting Govt. Senior Rs. 54376/- Rs. 54376/- Rs. 54376/- Direct
students, further providing stationery and Education Secondary School,
allied articles for promoting education Dayanand Nagar
4. Project of providing benches to the poor Promoting Govt. Girls Sen. Sec Rs. 24944/- Rs. 24944/- Rs. 24944/- Direct
and needy students for continuing their Education School, Karampura
education
5. Project of providing Education material Promoting Govt. Girls Sen. Sec Rs.35224/- Rs. 35224/- Rs. 35224/- Direct
to needy students for continuing their Education School, Attari
education
6. Project of providing infrastructure facility i.e. Promoting Govt. High School, Rs.497874/- Rs.497874/- Rs.497874/- Direct
classrooms for students, education material, Education Ganda Singh
benches and allied articles for enhancement School, Amritsar
of education
7. Project of providing Education material to Promoting Govt. High School, Rs.14740/- Rs.14740/- Rs.14740/- Direct
needy students Education Loharka, Amritsar
8. Project of providing infrastructure facility for Social Welfare ISKON Rs. 250000/- Rs. 250000/- Rs. 250000/- Direct
benefit of animals Fatehgarh Churian
Road, Amritsar
9. Project of providing infrastructure facility for Social Welfare Sri Gokul Rs. 100000/- Rs. 100000/- Rs. 100000/- Direct
benefit of animals Goshala,Fatehgarh
Churian Road,
Amritsar
10. Project of distribution of free blankets for Healthcare Rural Area, Amritsar Rs. 222600/- Rs. 222600/- Rs. 222600/- Direct
welfare of needy ladies
11. Project of providing fee to needy student Promoting Govt. Girls Sen. Sec Rs. 18500/- Rs. 18500/- Rs. 18500/- Direct
Education School, Mall Road,
Amritsar
12. Project of providing fee to needy student Promoting Cry institute Rs. 11000/- Rs. 11000/- Rs. 11000/- Direct
Education (Amritsar)
13. Project of providing uniforms for poor and Promoting Govt. Elementary Rs. 28087/- Rs. 28087/- Rs. 28087/- Direct
needy students Education School, Karampura
(Amritsar)
14. Project of providing chairs to needy students Promoting Govt. School, Village Rs. 160200/- Rs. 160200/- Rs. 160200/- Direct
for their sitting in classroom and promoting Education Area (Amritsar)
education
15. Project of providing medical facilities to poor Healthcare Rural Area Rs. 67518/- Rs. 67518/- Rs. 67518/- Direct
and needy people (Amritsar)
16. Project of providing fee to needy student Promoting Govt, Sen Sec Rs. 19343/- Rs. 19343/- Rs. 19343/- Direct
Education Schools, (Amritsar)
8. Justification for unspent money out of 2% of the average net profit of last 3 (three) financial years:
As per Section 135 of Companies Act, 2013, the Company was required to spend Rs. 11683231/- towards CSR
activities out of which Rs. 4921298 /- was utilized on activities specified in Schedule VII of the Companies Act, 2013.
The Company considers social responsibility as an integral part of its business activities and endeavors to utilise
allocable CSR budget for the maximum benefit of the society.
During the year the Company undertook various CSR Projects and has a meeting with various CSR consultants
of the repute to have the CSR Budget of the Company fully utilized. We believe that every citizen of India must be
educated and for this Company is continuously putting its efforts to provide maximum help to needy students and for
this officials of Company are doing meeting with various schools and colleges belonging to urban, rural and village
areas of city. Company is continuously doing various CSR activities under this sector and in future also Company
is looking forward to implement project based on need of people. Besides education Company is also doing CSR
activities for welfare of farmers and further helping people belonging to village and rural area by giving them free
ration for eradication of hunger and poverty.
Further Company is also doing meeting with various schools, colleges, people, agencies and authorities so that
ground need of people can be understand and accordingly various new projects can be implemented. In future
Company is also planning to implement one project on large scale basis for welfare of farmers as after understanding
their needs we reached to conclusion that if good education or training will be provided to farmers it can increase
their capacity both production wise and income wise. So for this Company is taking every step for implementation
of this project. This year also Company has undertook this project for welfare of farmers but that was on small scale
basis, however now Company wants to cover maximum farmers and for this Company is doing meeting with various
people for implementation of this project.
SD/- SD/-
Chaman Lal Setia Arun Kumar Verma
Place :- Amritsar Managing Director & Chairman Chairman –CSR Committee
Dated :- 28.08.2019
Sd/-
Chaman Lal Setia
Place: Amritsar Managing Director
Date: 28.08.2019 Din: 01125789
Iran is the largest export market for Indian Basmati rice, accounting to ~33% of the total exports in value and ~34%
in volume, in the year 2018-19. Saudi Arab and Iraq and the second and third largest markets respectively. Middle-
eastern countries are the largest consumers of Indian basmati rice, apart from them – the USA, UK, and Canada are
also prominent markets, although relatively small.
Our Business
Company Overview
Chaman Lal Setia Exports Limited was founded back in 1974 by Mr. Chaman Lal Setia, later on, it was incorporated
as a partnership firm in 1983 and then reconstituted as a public limited company in 1994. The company got listed on
the Bombay Stock Exchange in 1995. The company is engaged in the business of milling and processing of basmati
rice. The company has been involved in export operations since 1982 and was recognized as an export house by
the Ministry of Commerce in 1989, at present the company is a ‘Star Export House’. Currently the company exports
to more than 80 countries around the world, which included European, Middle-eastern, American, Asian and many
other markets. As of FY19, the company derived ~89% of its revenue from operations from exports, up from ~88%
in FY18. The company has a manufacturing unit located in Karnal (Haryana) which has an installed capacity of
12 metric tonnes per hour, this facility is a state of art and automated rice processing unit. The company also has
grading and sorting facilities in Amritsar (Punjab) and Kandla (Gujarat). The company processes rice in-house and
uses parboiled, raw, steam process using the finest equipment to ensure physical, aromatic and taste qualities
remain intact. The flagship brand of Chaman Lal Setia Exports Limited is ‘Maharani’ rice, along with ‘Mithas’ and
‘Begum’ as other basmati brands. The company is also involved in selling non-basmati rice - under its brand ‘Green
World Aromatic Rice’. The company also sells other innovative products such as ‘Maharani Diabetics Rice’, ‘Basmati
Rice Plus’ and organic products such as ‘Maharani - Brown Basmati Rice’.
Key Strengths and Weaknesses
I. Experienced Management Team
The management team has an experience of more than 4 decades in the rice industry and are supported by
strong and competent 3rd generation promoters. Mr Vijay Setia (Executive Director) is also the president of All
India Rice Exporters Association Regd. (AIREA), Delhi.
II. Favorable Manufacturing Locations
Company has manufacturing has manufacturing units in close proximity to paddy producing regions, as well as
port to support its export business.
III. Diversified Client Base
The company has a loyal client base of more than 800 buyers spread across more than 80 countries.
IV. Healthy balance sheet and comfortable capital structure
The company does not have any long term borrowings and limited short term borrowings to support its day to
day business.
Name of Director Category Din No. of Board No. of Whether Attended No. of No. Of Committee
Meeting Board last AGM held on Directorship in all Positions held in all
Held During Meeting September 29, Companies* Companies**
2018-19 attended 2018 as on 31.03.2019 as on 31.03.2019**
Member Chairman
Mr. Chaman Lal Setia Managing Director & 01125789 6 6 YES 1 - -
Chairman
Mr. Vijay Kumar Setia Executive 01125966 6 4 NO 1 - -
Director
Mr. Rajeev Setia Executive Director 01125921 6 6 YES 1 1 -
& CFO
Mr. Sukarn Setia Executive 01133561 6 5 YES 1 - -
Director
Mr. Ankit Setia Executive Director 01133822 6 4 YES 1 - -
Mr. Sankesh Setia Executive Director 06620109 6 5 YES 1 - -
Mr. Inder Dev Independent 01193209 6 6 YES 1 1 1
Kukkar Director
Mr. Naresh Kumar Independent Director 01383235 6 6 YES 1 1 -
Suneja
Mr. Raghav Independent Director 01386434 6 6 YES 1 1 1
Peshawaria
Mrs. Amarjyoti Bagga Independent 06958408 6 5 YES 1 - -
Director
Mr. Vijay Kumar Jhamb Independent Director 07021080 6 6 YES 1 1 -
Mr. Arun Kumar Verma Independent 08145624 6 6 YES 1 - -
Director
* This includes Directorships in all Companies, including Chaman Lal Setia Exports Ltd. (Listed, Unlisted Public and Private
Limited Companies) incorporated in India.
** For the purpose of considering the limit of the committees on which a Directors can serve, all other public limited companies,
whether listed or not, are considered. Further Committee considered for the purpose are those prescribed under explanation to
Regulation 26(1) (b) of SEBI Listing Regulations viz. Audit Committee and Stakeholder Relationship Committee of Indian Public
Companies including Chaman Lal Setia Exports Ltd.
1. Accountancy & Audit 2. Finance & Taxation 3. Insurance & Information Technology 4. Risk Management 5.
Marketing & brand management The Board of Directors have necessary skills/expertise/ competence in all the
above mentioned areas.
2.3 DETAILS OF BOARD MEETINGS HELD AND ATTENDED BY DIRECTORS DURING FINANCIAL YEAR 2018-19:-
During the year under review, 06 (Six) Board Meetings were held The maximum time gap between any two
consecutive meetings did not exceed 120 days. The necessary quorum was present for all the meetings.
All the Directors have periodically and regularly informed the Company about their Directorship and Membership on
the Board/ Committees of the Board of other companies. As per the disclosure received, none of the Directors of your
Company hold memberships/ Chairmanships/Directorship more than the prescribed limits across all companies in
which he/she is a Director.
Mr. Chaman Lal Setia is a father of Mr. Vijay Setia and Mr. Rajeev Setia . Mr. Vijay Setia is son of Mr. Chaman Lal
Setia and brother of Mr. Rajeev Setia and father of Mr. Ankit Setia . Mr. Rajeev Setia is son of Mr. Chaman Lal Setia
and brother of Mr. Vijay Setia and father of Mr. Sukarn and Sankesh Setia . Mr. Sukarn setia is son of Mr. Rajeev
Setia and brother of Mr. Sankesh Setia. Mr. Ankit Setia is son of Mr. Vijay Setia. Mr. Sankesh Setia is son of Mr.
Rajeev Setia and brother of Mr. Sukarn Setia.
2.6 Details of equity shares of the Company held by the Non Executive Directors as on March 31, 2019 is given
below:-
At the time of appointing an Independent Director, a formal letter of appointment is given to the Director, which
inter-alia explains the role, function, duties and responsibilities expected of him as a Independent Director of the
Company. Independent Director is also explained in detail the compliances required from him under the Companies
Act, the Listing Regulations and other relevant regulations and their affirmation is taken with respect to the same.
In terms of the Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company is
held every financial year, whereat the following prescribed items are discussed (a) Review of performance of Non-
Independent Directors and the Board as a whole; (b) Review of performance of the Chairperson of the Company,
taking into account the views of Executive and Non-Executive Directors; (c) Assessment of the quality, quantity and
timeliness of flow of information between the Company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
In respect of the financial year 2018-19, the Independent Directors met separately on 30.03.2019 without the
presence of any Non-Independent Directors or representatives of management and discussed the aforesaid items.
In compliance with the provisions of the Regulation 25 of the SEBI Listing Regulations, all the Independent Directors
are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which
the Company operates, etc through various programmes. These include orientation programme upon induction
of new Directors, as well as other initiatives to update the Directors on a continuing basis , responsibilities in the
Company, nature of the industry in which the Company operates, business model of the Company etc. Such kind
of training programme helps to develop relationship of Directors with the Company and familiarise them with the
Company processes. The management provides such information and training either at the meeting of Board of
Directors or otherwise.
The familiarization programme for Independent Directors is disclosed on the Company’s website at the following web
link www. maharanirice.in
2.11 Company’s code of conduct to regulate, monitor, report trading by Designated Persons
The Board of directors in their Board Meeting held on 29.05.2015 approved Chaman Lal Setia Exports Ltd. Code
of Conduct i.e. Code for Internal Procedures & Practices and Conduct For Regulating, Monitoring and Reporting of
Trading by Insiders of Chaman Lal Setia Exports Limited in accordance with the requirements of SEBI (Prohibition of
insider trading) Regulation, 2015 and further Board of Directors in their Board Meeting dated 13.02.2017 amended
aforesaid Code of Conduct in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and same was
intimated to BSE also and full copy of amended code of conduct has been uploaded at the website of the Company
i.e. www.maharanirice.in. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a
view to regulate trading in securities by the Directors, Promoters and designated employees of the Company.
Further in Compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, Board of
Directors in their Board Meeting held on 30.03.2019 have approved the revised “Code of Conduct i.e. Code of
Internal Procedures & Practices for fair disclosure of Unpublished Price Sensitive Information and Conduct for
Regulating, Monitoring and Reporting of trading by insiders and said revised code which became is effective from
01.04.2019.
2.13 During the year 2018-2019, information as mentioned in Schedule II Part A of the SEBI Listing Regulations,
has been placed before the Board for its consideration.
During the year under review, the Audit Committee met 6 (Six) times on 10.04.2018, 29.05.2018, 03.08.2018,
28.08.2018, 14.11.2018 and 07.02.2019. As stipulated, the gap between two committee meetings did not exceed
one hundred and twenty days.
Sh. Inder Dev Kukkar, Chairman of the Audit Committee was present at the last Annual General Meeting of Company
held on 29th September, 2018. The necessary quorum was present for all the meetings. Mrs. Kanika Nevtia,
Company Secretary, acts as Secretary to the Committee.
3.3 Terms of reference & review of the Audit Committee are broadly as under :-
The terms of reference of the Audit Committee are as per the guidelines set out in the Listing Regulations, read with
Section 177 of the Companies Act, 2013. These broadly includes to review the reports to be submitted with the
Board of Directors with respect to auditing and accounting matters, to supervises the Company’s internal control
and financial reporting process and disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible , to review risk management, internal financial controls and governance processes,
to discuss any related issues with the internal and statutory auditors and the management of the company, to
discuss quarterly, half yearly and annual financial statement, to review the matters to be included in the Director’s
Responsibility Statement, to review the Management Discussion and Analysis Report of Company’s Operation,
to review the disclosure in financial statement including Related Party Transactions, to review the audit reports
submitted by the Internal Auditor and Statutory Auditor, recommendation for appointment, remuneration and terms
of appointment of auditors of the Company, to review and monitor the auditor’s independence and performance ,
to investigate into any matter in relation to the items specified above or referred to it by the Board or information
contained in the records of the company or other information as required under SEBI Listing Regulation. It also
reviews the Company’s established systems, Whistle Blower Mechanism/Vigil Mechanism, valuation of undertakings
or assets of the Company wherever it is necessary, evaluation of internal financial controls and to approve and
review the transactions with related parties, changes, if any, in accounting policies Major accounting estimates
and significant adjustments in financial statement, Compliance with listing and other legal requirements concerning
financial statements and to Carrying out any other allied function.
The Remuneration paid to Managing Director/Wholetime Directors is recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors in the Board Meeting, subject to the approval of
shareholders at General Meeting and such other authorities, as the case may be. The details of the Remuneration
paid to Managing Directors and Whole Time Directors are stated in the Form MGT- 9– Extract of the Annual Return
which forms part of the Board’s Report in this report.
Name of the Director Salary (Rs.) Benefits (Rs.) Commission(Rs.) Total (Rs.)
Chaman Lal Setia 48,00,000 1,54,108 1,00,00,000 1,49,54,108
Vijay Kumar Setia 48,00,000 5,40,578 1,00,00,000 1,53,40,578
Rajeev Setia 48,00,000 5,54,538 60,00,000 1,13,54,538
Sukarn Setia 6,00,000 12,41,400 ------------------- 18,41,400
Ankit Setia 24,00,000 39,600 50,00,000 74,39,600
Sankesh Setia 24,00,000 2,07,200 50,00,000 76,07,200
The Non Executive Independent Director may receive remuneration by way of commission/compensation/sitting
fee as per the provisions of the Companies Act, 2013. The amount of sitting fee shall be subject to the approval of
Board of Directors/including any sub-committee thereof, upto the limits as specified under the Companies Act, 2013
and rules made thereunder or any other enactment for the time being in force and also in Compliance with the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
(Amount in Rs.)
SN. Particulars of Name of Directors
Remuneration
Mr. Inder Dev Mr. Naresh Mr. Raghav Mrs. Amar Mr. Vijay Mr. Arun
Kukar Kumar Peshawaria Jyoti Bagga Kumar Verma
Suneja Jhamb
1 Independent Directors
Fee for attending Board 12000 15000 13000 5000 15000 9000
& Committee meetings
Commission NIL NIL NIL NIL NIL NIL
Others, please specify NIL NIL NIL NIL NIL NIL
Total (1) 12000 15000 13000 5000 15000 9000
2 Other Non-Executive N.A N.A N.A N.A N.A N.A
Directors
Fee for attending board N.A N.A N.A N.A N.A N.A
committee meetings
Commission N.A N.A N.A N.A N.A N.A
Others, please specify
Total (2) NIL NIL NIL NIL NIL NIL
Total =(1+2) 12000 15000 13000 5000 15000 9000
BSE
Month Highest price Lowest Price Volume
April 2018 168.00 139.05 13,92,889
May 2018 162.80 115.15 12,97,367
June 2018 126.85 95.55 10,00,240
July 2018 119.95 96.05 6,67,153
August 2018 117.75 97.70 6,95,494
September 2018 118.90 99.00 3,69,283
October 2018 100.05 80.00 6,18,103
November 2018 105.00 76.55 6,47,699
December 2018 81.00 70.00 4,01,782
January 2019 85.80 70.00 5,66,398
February 2019 79.00 65.10 4,21,186
March 2019 90.95 68.00 6,19,180
38000.00
140.00
37000.00
36000.00 120.00
35000.00
34000.00 100.00
33000.00
80.00
32000.00
31000.00 60.00
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
BSE Senses Chaman
As on 31.03.2019 As on 31.03.2018
Shareholding No. of % of Number % of No. of % of Number of % of
of Nominal Shares shares of Shares share Shares shares Shares share
Value Holders holders holding Holders holders holding
Upto 5000 8123 90.96 3618046 6.9936 7174 91.08 3158871 6.1060
5001-10000 422 4.72 1522239 2.9425 355 4.50 1271594 2.4580
10001-20000 208 2.32 1424147 2.7528 170 2.15 1154177 2.2310
20001-30000 57 0.63 703612 1.3601 59 0.74 730010 1.4111
30001-40000 33 0.36 582796 1.1265 28 0.35 490826 0.9488
40001-50000 15 0.16 335384 0.6483 15 0.19 344927 0.6667
50001-100000 40 0.44 1458326 2.8189 35 0.44 1248218 2.4128
100001 above 32 0.35 42089000 81.3573 40 0.50 43334927 83.7656
Total 8930 100.00 51733550 100.00 7876 100.00 51733550 100.00
The status of adoption of the Discretionary Requirements as specified in Sub – Regulation 1 of Regulation 27 of the
SEBI Listing Regulations, 2015 are as follow :-
b) Shareholder Rights: As the quarterly and half-yearly Financial performance are published in newspapers, and
are also posted on the Company’s website, the same are not being sent to the shareholders.
The Company’s financial statement for the year ended on 31.03.2019 does not contain any modified opinion.
d) Separate posts of Chairperson and MD/CEO: Mr. Chaman Lal Setia is the Chairman and Managing Director
of the Company.
e) Reporting of Internal Auditor: The Internal Auditor of the Company has direct access to the Audit Committee.
13. Certificate from a company secretary in practice that none of the directors on the board of the company
have been debarred or disqualified from being appointed or continuing as directors of companies by the
Board/ Ministry of Corporate Affairs or any such statutory authority has been attached as enclosure-2.
14. Where the board had not accepted any recommendation of any committee of the board which is mandatorily
required, in the relevant financial year, the same to be disclosed along with reasons thereof:-
The Board accepted the recommendations of its Committees, wherever made, during the year
The Securities and Exchange Board of India (SEBI) has amended Regulation 40 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 informing that transfer of securities would not be processed unless the
securities are held in the dematerialized form with a depository with effect from April 1, 2019.
Any investor who is desirous of transferring shares (which are held in physical form) after April 1, 2019 can do so
only after the shares are dematerialized. The said amendment is not applicable for transmission (i.e. transfer of title
of shares by way of inheritance / succession) and transposition (i.e. re-arrangement / interchanging of the order of
name of shareholders) cases.
TThe Investors’ complaints are also being processed through the centralized web base complaint redressal system
of SEBI. The sailent features of SCORES are availability of centralized database of the compliants, uploading online
action taken reports by the Company.
Through Scores the investors can view online, the action taken and current status of the complaints. SEBI vide
its circular dated 26.03.2018 have streamlined the process of filing investor grievances in the SCORES in order
to ensure speedy and effective resolution of compliants filed therein. The said circular can be accessed on the
website of SEBI at www.sebi.gov.in /legal/circulars/march/2018/investor-grievance-redress-mechanism-newpolicy-
measures_38481.html
DUN & BRAD During the year Dun & Bradstreet has given Rating of 5A2 which implies that the Company
STREET has a tangible networth of INR 645,950,000 and above as per latest available audited
financial statements. Composite appraisal 2 indicates that the overall status of Company
is good.
28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 :-
During the year under review no such complaint or grievance occurred under the Act named The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act , 2013,
sd/-
Place: Amritsar Chaman Lal Setia
Date: 28.08.2019 (Managing Director)
Din: 01125789
(Sunil Dhawan)
Proprietor
1. REPORT ON THE AUDIT OF THE INDIAN ACCOUNTING STANDARDS (IND AS) FINANCIAL STATEMENTS
We have audited the accompanying financial statements of CHAMAN LAL SETIA EXPORTS LTD. (“the Company”),
which comprises of Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including other
comprehensive income), Statement of Changes in Equity and Cash Flow Statement for the year then ended, and a
summary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so
required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2019, its
profits (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Key Audit matters are those matters that, in our professional judgment, were of most significant in our audit of the
financial statements of the current period.
Based on the circumstances and facts of the audit entity, in our opinion, there were no such key audit matter that
required special attention or judgement by us.
The Company’s Board of Directors is responsible for the matters stated in sub-section (5) of Section 134 of the
Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these Ind AS Financial Statements
that give a true and fair view of the State of affairs, profit (including other comprehensive income), changes in equity
and cash flows of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards prescribed under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of
the Act; for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for the ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
3. AUDITORS’ RESPONSIBILITY
Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken
into account the provisions of the Act, the accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) the Act.
Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the Ind AS financial statements are free from material misstatement. An audit
involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks
of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant to the Company’s preparation of the Ind
4. OPINION
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS
financial statements give the information required by the Act in the manner so required and give a true and fair view
in conformity with the Ind AS and other accounting principles generally accepted in India.
(a) In the case of the Balance sheet, of the state of affairs of the Company as at March 31,2019
(b) In the case of the Statement of profit and loss , of the profit for the year ended on that date (including other
comprehensive income) ,
(c) Changes in equity for the year ended on that date.
(d) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.
5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Act , we give in the “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable
2. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), Statement
of changes in Equity and the Cash Flow Statement and dealt with by this Report are in agreement with the
books of account;
d. In our opinion, the aforesaid Ind AS financial statements comply with the Ind AS prescribed under section
133 of the Act, read with relevant rules issued thereunder;
e. On the basis of written representations received from the Directors as on March 31, 2019, taken on
record by the Board of Directors, none of the Directors are disqualified as on March 31, 2019, from being
appointed as a Director in terms of Section 164(2) of the Act;
f. With respect to the adequacy of the internal financial controls over the financial reporting of the Company
with reference to these standalone Ind AS financial statements and operating effectiveness of such
controls, refer to our separate report in “Annexure B” to this report;
g. In our opinion, the managerial remuneration for the year ended 31.03.2019 has been paid/provided by the
Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors), 2014, as amended, in our opinion and to the best of our information and
according to the explanations given to us;
i. The Company has disclosed the impact of pending litigations as at 31.03.2019 on its financial
position in its financial statements.
iii. There have been no delay in transferring the amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company during the year ended 31st March, 2019;
For R Chopra & Associates
Chartered Accountants
(Rakesh Chopra)
Prop.
Place: Amritsar M.No.:- 514576
Date: 29.05.2019 FRN No.:- 022992N
(Rakesh Chopra)
Prop.
Place: Amritsar M.No.:- 514576
Date: 29.05.2019 FRN No.:- 022992N
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Chaman Lal Setia Exports Ltd. (“the Company”)
as of 31st March, 2019 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended
on that date.
The Company’s management is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by
the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.(“the Act”).
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based
on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, as specified under Section 143 (10) of
the Companies Act, 2013 issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent
applicable, to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both
issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether internal financial
controls over financial reporting was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that
a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on the auditors’ judgement, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the Company’s internal financial controls system over financial reporting.
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of IND AS financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a
material effect on the Ind AS financial statements.
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods
are subject to the risk that the internal financial control over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based
on the internal control over financial reporting criteria established by the Company considering the essential components
of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the ICAI.
For R Chopra & Associates
Chartered Accountants
(Rakesh Chopra)
Prop.
Place: Amritsar M.No.:- 514576
Date: 29.05.2019 FRN No.:- 022992N
Auditor’s Certificate
We have verified the above cash flow statement of Chaman Lal Setia Exports ltd. derived from the audited financial statements
for the year ended March 31st, 2019 and found the same to be drawn in accordance there with and also with the requirements
of the Listing Regulations with Stock Exchange.
FOR R CHOPRA & ASSOCIATES
CHARTERED ACCOUNTANTS
sd/-
RAKESH CHOPRA
PROP. PLACE : AMRITSAR
M.No 514576 DATE : 29.05.2019
88
NOTE-1
*All the investment are quoted in stock exchange and there market value as on 31.03.2019 is Rs. 1289.08
Share Capital
Other equity As at As at
31 March 2019 31 March 2017
a. Securities Premium Account 1031.83 1031.83
b.Shares Forfeited account 7.33 7.33
c. General Reserves
Opening Balance 2152.98 1736.47
(+) Current Year Transfer 344.05 416.51
Closing Balance 2497.03 2152.98
d. Surplus
Opening balance 15190.23 10965.23
(+) Net Profit/(Net Loss) For the current year 3440.59 4165.26
(-)(+) Prior Period Tax/Dividend Adjustments 39.15 725.30
(-) Transfer to General Reserves 344.05 416.51
(-) Dividend Paid 261.98 249.05
Closing Balance 17985.64 15190.23
Total 21521.83 18382.37
Borrowings As at As at
31 March 2019 31 March 2018
Secured
(a) Vehicle Loan 70.45 122.55
Unsecured
(a) Directors' Deposits 4460.09 3498.34
Total 4530.54 3620.89
There is no default in the Repayment of either Principal or Interest Amount of Secured as well as Unsecured Loan as on
the Balance Sheet Date
Note no. : 13 Borrowings
Trade Payables As at As at
31 March 2019 31 March 2018
Total outstanding dues of micro enterprised and small enterprises 9.58 6.89
Total outstanding dues of creditors other than micro enterprises and small
1102.67 764.29
enterprises
Total 1112.25 771.18
Provisions As at As at
31 March 2019 31 March 2018
(a) Provision for employee benefits
Salary & Reimbursements 22.64 30.76
(b) Others (Specify nature) 3666.16 3845.96
Total 3688.80 3,876.72
Particulars As at As at
31 March 2019 31 March 2018
Interest Income (in case of a company other than a finance company) 37.38 6.38
Misc Income 28.71 5.05
Profit On Sale Of Fixed Assets 9.11 0
Short Term /Long Term Gain 78.48 75.12
Dividend/Interest 68.35 32.26
Increase In Investments 0 55.99
Total 222.03 174.80
Particulars As at As at
31 March 2019 31 March 2018
Cost of Raw material consumed
Indigenous 9943.53 8726.68
Imported 0.00 0.00
Total 9943.53 8,726.68
Particulars As at As at
31 March 2019 31 March 2018
Paddy 9943.53 8,726.68
Total 9943.53 8,726.68
Particulars As at As at
31 March 2019 31 March 2018
Inventories (at close)
Finished Goods/Stock in trade 12296.78 11921.50
Inventories(at commencement)
Finished Goods/Stock in trade 11921.50 9953.54
Total 375.28 1967.96
Particulars As at As at
31 March 2019 31 March 2018
Employee benefits consist of;
Salaries, Wages and Allowances 640.12 646.68
Commission/Professional fees to Directors 400.00 400.00
Contibution to:
Gratuity fund/Provident Fund/Labour Fund 43.46 47.87
Staff welfare expenses/Training and Medical exp 12.00 27.40
Total 1095.58 1121.95
Particulars As at As at
31 March 2019 31 March 2018
Bank charges 84.99 163.05
Interest 661.67 600.25
Total 746.66 763.30
Particulars As at As at
31 March 2019 31 March 2018
Depreciation of Tangible Assets 440.35 398.32
Amortization of Intangible Assets 0 6.87
Total 440.35 405.19
As at As at
Particulars
31 March 2019 31 March 2018
These Includes the following
Rent,Rate & Taxes 1.52 3.40
Postage,Telegram & Courier Charges 47.88 45.58
Printing, Stationery & Compter exp 13.89 17.17
Insurance Charges 160.15 156.80
Vehicle Running & Maintenance 31.75 31.54
Membership Fees & Subscription 2.24 3.15
Professional & Consultancy 41.71 40.33
Payment to Auditor 2.50 2.50
Travelling,Lodging,Boarding 187.62 147.06
Donation 2.83 4.30
CSR exp 49.21 52.26
General Exp 60.40 58.62
Total 601.70 562.71
As at As at
Particulars
31 March 2019 31 March 2018
These Includes the following
Payment to Auditor includes:
Statutory Audit Fees 1.00 1.00
Tax audit fees 0.5 0.5
Taxation Matters 1.00 1.00
Total 2.50 2.50
As at As at
Particulars
31 March 2019 31 March 2018
Export Commission 527.48 312.43
E.C.G.C Expenses 107.72 84.36
Advertisement & business promotion exp 63.72 81.58
Direct Export Expenses 4260.54 3981.97
Brokerage 60.79 64.72
Bad Debts 15.22 45.36
Loss by Theft 35.15 0
Loss in Transit 48.72 0
Total 5119.34 4570.42
As at As at
Particulars
31 March 2019 31 March 2018
Power & Fuel 326.44 317.84
Machinery Repair & Maintenance 100.55 70.59
Sheller Lease/Godown Lease Expenses 220.93 226.43
Bardana Repair 19.37 16.50
Packing Expenses 362.50 274.93
Stacking,Weighing Loading etc 365.47 310.69
Packing Material/Empty Cost 2794.51 1979.54
Sample Testing 47.69 29.32
Fumigation 96.43 87.63
Other Repair 44.06 21.25
Overheads 46.31 26.11
security exp 24.06 22.62
Total 4448.32 3383.45
Grand Total of Other Expenses 10169.36 8516.58
Your company has been running successfully into rice business since 1973. The long outstanding experience of the
Directors has helped the Company to expand its global footprint. your Company’s diverse product line covers product
like Sella Rice, Bhatti Sella Rice for Diabetic peoples ,Smoked rice, Pesticide Residue free rice. Company’s uses its
strong relationship with Domestic and Global Business partners for market penetration and presence. Company has
introduced newer policies and strategies to facilitate development further.
Disclosures under Ind AS are made only in respect of material items and in respect of the items that will be
useful to the users of financial statements in making economic decisions.
The financial statements for the year ended 31st March 2019 (including comparatives) are duly adopted by the
Board on 29.05.2019 for consideration and approval by shareholders.
This note provides a list of the significant accounting policies adopted in the preparation of these financial
statements. These policies have been consistently applied to all the periods presented, unless otherwise
stated.
The Company has adopted the Indian Accounting Standard (‘IND AS’) w.e.f. 01.04.2017. These financial
statements have been prepared in accordance with the recognition and measurement principles stated therein
and as prescribed under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder
and the other accounting principles generally accepted in India.
These financial statements of the Company have been prepared in accordance with Indian Accounting
Standards (“IND AS”) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act,
2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended.
The Financial Statements have been prepared on the historical cost convention on going concern basis.
The accounting policies are applied consistently to all the periods presented in the financial statements,
including the preparation of the opening Ind AS Balance Sheet as at April 01, 2016 being the ‘date of
transition to Ind AS’.
The classification of assets and liabilities into current and non-current, wherever applicable, are based on
normal operating cycles of business activities of the Company, which is twelve months.
Freehold Land is stated at Original cost of acquisition. All other items of Property, Plant and Equipment are
shown at cost less accumulated depreciation and impairment, if any. The cost of an item of property, plant
Subsequent cost are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Company and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to statement of profit or loss during the reporting period in which they are incurred. Gain or losses
arising on disposal of property, plant and equipment are recognised in profit or loss.
Property, Plant and equipment under construction are disclosed as capital work in progress.
Depreciation has been provided based on useful life assigned to each asset in accordance with
Schedule II of the Companies Act, 2013. The residual values are not more than 5% of the original
cost of the asset.
The preparation of the Financial Statements in conformity with Ind AS requires management to make certain
assumptions, Judgements and estimates that effect the reported amount, the Financial Statements and notes
thereto. Difference, if any, between the actual and the estimate is recognised in the yearin which the same are
acknowledged/ materialized.
4 Revenue Recognition
Revenue from sale of goods is recognised when all the significant risk and rewards of ownership in the goods are
transferred to the buyer as per the terms of the contract, there is no continuing managerial involvement with the
goods and the amount of revenue can be measured reliably. On recognition of revenue the Company retains no
effective control of the goods transferred to a degree usually associated with ownership and no significant uncertainty
exists regarding the amount of the consideration that will be derived from the sale of goods. Revenue is measured at
fair value of the consideration received or receivable, export sales are adjusted for exchange fluctuations on exports
realized during the year and the trade receivable in foreign exchange which are restated at the year end. Domestic
sales are recognized net of discounts, Scheme on Sales, Sales Tax, Sale Returns and Excise Duty.
Revenue in respect of Insurance / others claims, Interest, Commission, etc. is recognised only when it is reasonably
certain that the ultimate collection will be made
Dividend to equity shareholders is recognized as a liability and deducted from shareholders’ equity, in the period in
which dividend are approved by the equity shareholders in the general meeting in other words when right to receive
the payment is established.
6. Leases
In respect of operating lease, lease rentals are accounted on accrual basis in accordance with the respective lease
agreements. However there is no lease as on the date.
7. Disclosure as per the requirement of Section 22 of the Micro, Small and Medium Enterprise Development Act, 2006:
8. Government Grants
Grants in the nature of capital contribution towards setting up modernization of projects is adjusted from the cost of
the related fixed assets.
9. Deferred Tax
Deferred tax assets and liabilities are computed on the timing differences at the balance sheet date between the
carrying amount of assets and liabilities and their respective tax bases. Deferred Tax Assets (DTA) is recognized
based on management estimates of virtual certainty that sufficient future taxable income will be available against
which such DTA can be realized. The deferred tax charge or credit is recognized using the tax rates and tax law that
have been enacted or substantively enacted by the balance sheet date.
10. Employees Benefits
10.1 Defined Contribution Plans
Defined contribution plans are benefit plans under which the company pays fixed contribution to state managed
benefit schemes. The company contributions to defined contribution plans are recognized in the profit and loss
account in the financial year to which they relate.
The Company has Defined Benefit Plan for post employment benefit in the form of Gratuity for eligible
employees, which is administered through a Group Gratuity Policy with Life Insurance Corporation of India
(L.I.C). The liability for the above Defined Benefit Plan is provided on the basis of actuarial valuation as carried
out L.I.C. The actuarial method used measuring the liability is the Project Unit Credit Method.
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by
the Company, is classified as investment property. Investment Property is measured at its cost, including related
transaction costs and where applicable borrowing costs less depreciation and impairment if any.
Classification;- The Company classifies its financial assets in the following measurement categories;-
i Those to be measured subsequently at fair value either through other comprehensive income or, through the
Statement of Profit and Loss, and
The classification depends on the Company’s business model for managing the financial assets and the
contractual terms of the cash flows.
13. Inventories
Inventories are valued at cost or net realizable value whichever is lower, as taken, valued and certified by the
management. The basis for determining cost for various categories of inventories is as under Raw Material- At cost
on FIFO Basis
Finished Stock -At material cost + appropriate share of production overhead Packing Material -At Cost
Stores & spares are charged to profit & loss A/c in the year of purchase.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments that are readily convertible
into cash and which are subject to an insignificant risk of change in value.
Foreign currency transactions are accounted at exchange rate ruling on the date of transactions.
Forward contracts other than those entered into to hedge foreign currency risk on unexecuted firm commitment
or highly probable forecast transactions are treated as foreign currency transactions and accounted accordingly.
Premium on foreign exchange forward contracts are recognized in the profit and loss account over the life of contract.
Any profit and loss arising on cancellation of forward contract is recognized as income or expense in the period in
which they arise.
Revenue Expenditure on Research & Development is charged as an expense in the year in which it is incurred.
Capital expenditure is included in respective heads under fixed assets.
Provisions involving substantial degree of estimation in measurement are recognized when there is a present
obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities
are not recognized but are disclosed in the notes to accounts.
The Company at present is engaged in the business of a single primary reportable business segment i.e. business
of manufacturing, trading and marketing of the rice only.
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised during the period of time that
is required to complete and prepare the asset for its intended use or sale. All other borrowing costs are expensed
in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in
connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded
as an adjustment to the borrowing costs.
Interest and other borrowing costs attributable to qualifying assets are capitalised as a part of such assets till such
time the assets are ready for use. Other interest and borrowing costs are charged to Statement of Profit and Loss.
As per section 135 of Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least
2% of its average net profit for the immediately preceding three financial years on corporate social responsibility
(CSR) activities. Average net profit of Company for immediately preceeding three years is Rs. 584161567/-. Company
has to spent Rs. 11683231/- i.e. 2% on average net profit of Company. However during the year 2018-19 Company
has spent Rs. 4921298/- & amount unspent is Rs. 6761933/-
Notes to Accounts
1. During the year Company has given remuneration to all the directors including managing director & Wholetime
directors as per section 197 of Companies Act, 2013 read with Schedule V which is within overall limit as prescribed
under Companies Act, 2013 read with Schedule V.
3. Gratuity Payable to employees at some future date has been duly provided for by the Company by taking Group
Gratuity Scheme from LIC of India.
4. Stores, Spares and Labour in respect of internally carried out repair and maintenance of Plant and Machinery and
Building have not been charged separately but have been directly charged to stores and spares consumed and
wages account.
5. Confirmation of some of the accounts at year-end included under heads ‘Sundry Debtors’, Sundry Creditors’ and
Loans and Advances have yet to be received as at the date of the Auditors Report.
6. Payment against supplies from small scale and ancillary undertakings are generally made in accordance with agreed
credit terms and to the extent ascertained from available information, there was no amount overdue in this regard.
8. a) The Company’s appeal with Commissioner Excise and Taxation, Punjab for the year 2010-11 is pending
for wrong imposition of Vat amounting Rs.782343/- & CST amounting Rs. 9389/-. However Company has
deposited Rs. 195590/- against Vat and Rs. 2400/- against CST being the 25% of the total amount for tendering
its appeal.
b) The Company’s appeal with Commissioner Excise and Taxation, Punjab for the year 2011-12 is pending
for wrong imposition of Vat amounting Rs.1843094/- & CST amounting Rs.82260/-. However Company has
deposited Rs.460774/- against Vat and Rs.20565/- against CST being the 25% of the total amount for tendering
its appeal.
c) The Punjab Government has imposed PIDF (development fund) @ 3% on paddy purchase since 2010-2011 on
all the rice sheller and the liability of the Company on this issue has yet to be determined. However all the rice
shellers has appealed against this levy of development fund on the Ground that this is not applicable on exports
sales. However domestic sales achieved by the Company in Punjab will be subjected to this development fund
if decided against.
d) Company’s appeal is also pending with CESAT Ahmedabad against imposition of penalty by Custom Authorities
Kandla amounting Rs 1750000/- on the alledged ground of containing higher Non Basmati Grain in one of the
export lot.
9. Prior period items include Expenses/Income related to previous year not provided for are separately classified as
prior period expenditure/income during the current year in accounts.
10. In the opinion of the Board and to the best of their knowledge and belief,the value on realization of the current
asssets,loan & advances, deposits in the ordinary course of business will not be less than the value stated in
Balance Sheet.
11. Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, the Dividend which remain unclaimed/
unpaid for a period of seven years from the date of transfer to the unpaid dividend account to the Investor Education
and Protection Fund (IEPF) established by the Central Government.
As per the Companies Act, dividends that are unclaimed for a period of seven years, statutorily get transferred to the
Investor Education and Protection Fund (IEPF) administered by the Central Government and therefore shareholders
are requested to claim their dividend for the year 2011-12 and thereafter immediately. The Company had, accordingly,
transferred Rs. 240025/- being the unpaid and unclaimed dividend amount pertaining to Final Dividend for the
financial year ended 2010--2011 to the Investor Education and Protection Fund of the Central Government.
A) There are no specific claims from suppliers under interest on delayed payments covered under Small Scale &
Ancillary Act, 1993.
B) The identification of the micro, small & medium enterprises is based on management’s knowledge of their status.
The Company has not received any intimation from the suppliers regarding their status under the MSMED Act
2006.Hence, disclosures, if any, relating to amounts unpaid as at the year end, together with interest paid/
payable as required under the said act have not been given.
(i) Ind-AS 19 for “Employee benefits” the disclosures as defined in the Indian Accounting Standard are given
below:
Contribution to Defined Contribution plans, recognized as expense for the year is as under:
The employee’s gratuity fund scheme managed by a Trust (Life Insurance Corporation of India) is a defined benefit
plan. The premium as determined by the Trust keeping in view the date of joining ,salary last drawn etc. of the
employee’s is paid yearly by the Company and debited under the head Employee Benefit Expenses. During the year
Rs. 485506.00 has been paid to LIC towards groups gratuity scheme of employees.
In addition dividend was also paid to them, disclosed in this report elsewhere.
(b) Interest on unsecured loans paid to directors during the year@ 12% p.a is Rs. 45590167.
(iii) IND-AS 33 Earning per share
As there is no potential equity share outstanding and as such the diluted earning Per share is same as basic
earning per share.
EPS = Rs. 6.65
(iv) Ind-AS-12 Deferred Taxes
In accordance with the Ind-AS-12 the deferred tax has been accounted for during the year ended 31.03.2019.
The deferred tax Assets up to amounting to Rs.2902273/- has been credited to Revenue Reserve and
disclosed separately under current liability and provision. The deferred tax/liability asset related to current year
is Rs.2780000 /- and current outstanding as at 31.03.2019 is Rs. 12099595 /-
The deferred taxes has arisen only on account of difference in depreciation allowable under Income Tax Act and
as per books.
(i) Ind- AS 108 Segmental Reporting
The Company has only one business segment namely rice. There is no different geographical segment.
The installed capacity is as certified by the management and relied upon by the Auditors, being a technical matter
15. Stores & Spares are charged to Profit & Loss at time of Purchase and no inventory in respect of these is being
maintained.
16. The payment due to SSI unit cannot be confirmed in the absence of information regarding the status of concerned
creditors.
17. Additional Information Pursuant to point no. 5 of part-II of Schedule-III to the Companies Act 2013:
(A) Licensed and installed Capacity, Actual Production and Opening Stocks:-
31.03.2019 31.03.2018
Licensed Capacity (per hour) 12 MT 14 MT
Installed Capacity (per hour) 12 MT 14 MT
Actual Production (In Qtls) 239788 208262
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
25th Annual General Meeting on Saturday, 28.09.2019 at 04:30 p.m.
CIN: L51909PB1994PLC015083
Name of the company: Chaman Lal Setia Exports ltd.
Registered office: Meeran Kot Road, P.O Central Jail, Amritsar
I/We, being the member (s) of …………. shares of Chaman Lal Setia Exports ltd. hereby appoint
(1) Name: ............................................................................... Address:.............................................................................
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E-mail Id:.........................................................................Signature:..............................................................................
(2) Name: ............................................................................... Address:.............................................................................
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E-mail Id:.........................................................................Signature:..............................................................................
(3) Name: ............................................................................... Address:.............................................................................
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E-mail Id:.........................................................................Signature:..............................................................................
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
For the Resolution, Explanatory Statement and notes, please refer to the Notice of the 25th Annual General Meeting. A proxy need not be a member of the Company.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than
10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person of shareholder.
It is optional to put ‘x’ in the appropriate column against the Resolution indicated in the box. If you leave the For or Against column blank against any or all resolutions, your proxy will be entitled to vote in the
manner as he/she thinks appropriate.
Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
Please complete all details of member (s) in the above box before submission.
Regd. Off. :
Meerankot Road , P.O., Central jail,
Ajnala Road, Amritsar-143002 (india)
Tel: +91-183-2590318, 2592708 |
Fax: +91-183-2590453
CIN : L51909PB1994PLC015083
Email : [email protected] | [email protected] | [email protected]
Website : www.maharanirice.in