General information about company | |
| Scrip code | 519475 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE975C01011 |
| Name of the entity | CHORDIA FOOD PRODUCTS LIMITED |
| Date of start of financial year | 01-04-2022 |
| Date of end of financial year | 31-03-2023 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2022 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson related to Promoter | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | PRADEEP HUKMICHAND CHORDIA | AAMPC1457D | 00389681 | Executive Director | Chairperson | MD | 01-12-1960 | No | Active | NA | 01-06-1989 | 28-09-2022 | 399 | 1 | 0 | 2 | 0 | |||||||
| 2 | Mrs | ZALAK NEIL SHAH | ECQPS7158D | 07903924 | Non-Executive - Independent Director | Not Applicable | 23-02-1993 | No | Active | NA | 11-08-2017 | 28-09-2022 | 61 | 1 | 1 | 2 | 2 | ||||||||
| 3 | Mrs | PINAL MINESH SHAH | BCNPS3193N | 08192959 | Non-Executive - Independent Director | Not Applicable | 25-01-1981 | No | Active | NA | 20-07-2022 | 3 | 1 | 1 | 2 | 2 | |||||||||
| 4 | Mr | SANJOG JAIN | BMAPS1775H | 08339905 | Non-Executive - Non Independent Director | Not Applicable | 04-10-1986 | No | Active | NA | 20-07-2022 | 3 | 1 | 0 | 0 | 0 | |||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | VIJAYKUMAR CHANDULAL KANKALIYA | ACDPK7443A | 06669157 | Non-Executive - Independent Director | Not Applicable | 13-02-1950 | No | Active | NA | 10-08-2013 | 27-09-2019 | 20-07-2022 | 107 | 1 | 1 | 2 | 1 | |||||||
| 6 | Mr | AJITKUMAR HARICHAND MANDLECHA | AFDPM3557N | 06822184 | Non-Executive - Independent Director | Not Applicable | 10-04-1973 | No | Active | NA | 11-04-2016 | 25-09-2021 | 20-07-2022 | 76 | 1 | 1 | 2 | 0 | |||||||
| 7 | Mr | BAPU RAMCHANDRA GAVHANE | ABBPG9510H | 00386217 | Non-Executive - Non Independent Director | Not Applicable | 18-07-1965 | No | Active | NA | 11-04-2016 | 26-09-2020 | 20-07-2022 | 76 | 1 | 0 | 0 | 0 | |||||||
Text Block | |
| Textual Information(1) | 1) Mr. Hukmichand Chordia ceased to be the Chairman of the Company w.e.f. 3rd June, 2022 due to his Death and Mr. Pradeep Chordia, Managing Director of the Company was appointed as the Chairman in his place in the Meeting of the Board of Directors held on 6th June, 2022. 2) The Scheme of Arrangement for Demerger between Company and Aveer Foods Limited has been approved by the Honble National Company Law Tribunal, Mumbai Bench and the said Order dated 1st July, 2022 has become effective w.e.f 20th July, 2022. Consequently, there was a change in the constitution of the Board of Directors and in view of that, all the Committees of the Board of Directors of the Company were reconstituted w.e.f. 20th July, 2022 and accordingly, i) Mr. Vijaykumar Chandulal Kankaliya and Dr. Ajitkumar Harichand Mandlecha resigned as the Independent Directors of the Company w.e.f. 20th July, 2022. ii)Mr. Bapu Ramchandra Gavhane resigned as the Director of the Company w.e.f. 20th July, 2022. iii) Mrs. Pinal Minesh Shah and Mr. Sanjog Jain were appointed as the Additional Directors of the Company on 20th July, 2022 and in the Annual General Meeting held on 28th September, 2022 thier term of Director was regularised. |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | The Scheme of Arrangement for Demerger between Company and Aveer Foods Limited has been approved by the Honble National Company Law Tribunal, Mumbai Bench and the said Order dated 1st July, 2022 has become effective w.e.f 20th July, 2022. Consequently, there was a change in the constitution of the Board of Directors and in view of that, all the Committees of the Board of Directors of the Company were reconstituted w.e.f. 20th July, 2022. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07903924 | ZALAK NEIL SHAH | Non-Executive - Independent Director | Chairperson | 13-11-2017 | Textual Information(1) | |
| 2 | 08192959 | PINAL MINESH SHAH | Non-Executive - Independent Director | Member | 20-07-2022 | Textual Information(2) | |
| 3 | 00389681 | PRADEEP HUKMICHAND CHORDIA | Executive Director | Member | 09-08-2014 | ||
| 4 | 06669157 | VIJAYKUMAR CHANDULAL KANKALIYA | Non-Executive - Independent Director | Chairperson | 09-08-2014 | 20-07-2022 | Textual Information(3) |
| 5 | 06822184 | AJITKUMAR HARICHAND MANDLECHA | Non-Executive - Independent Director | Member | 30-05-2018 | 20-07-2022 | Textual Information(4) |
Sr Text Block | |
| Textual Information(1) | On reconstitution of the Audit Committee on 20th July, 2022 the earlier Chairman Mr. Vijaykumar Kankaliya ceased to be the member of the Committee. Accordingly, w.e.f. 20th July, 2022 Mrs. Zalak Shah was appointed as the Chairperson of the Audit Committee. |
| Textual Information(2) | Appointed as the Director and member of the Audit Committee w.e.f. 20th July, 2022 |
| Textual Information(3) | Ceased to be the Director and member of the Audit Committee w.e.f. 20th July, 2022 |
| Textual Information(4) | Ceased to be the Director and member of the Audit Committee w.e.f. 20th July, 2022 |
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07903924 | ZALAK NEIL SHAH | Non-Executive - Independent Director | Chairperson | 13-11-2017 | Textual Information(1) | |
| 2 | 08192959 | PINAL MINESH SHAH | Non-Executive - Independent Director | Member | 20-07-2022 | Textual Information(2) | |
| 3 | 08339905 | SANJOG JAIN | Non-Executive - Non Independent Director | Member | 20-07-2022 | Textual Information(3) | |
| 4 | 06669157 | VIJAYKUMAR CHANDULAL KANKALIYA | Non-Executive - Independent Director | Chairperson | 09-08-2014 | 20-07-2022 | Textual Information(4) |
| 5 | 06822184 | AJITKUMAR HARICHAND MANDLECHA | Non-Executive - Independent Director | Member | 30-05-2016 | 20-07-2022 | Textual Information(5) |
Sr Text Block | |
| Textual Information(1) | On reconstitution of the Nomination and Remuneration Committee on 20th July, 2022 the earlier Chairman Mr. Vijaykumar Kankaliya ceased to be the member of the Committee. Accordingly, w.e.f. 20th July, 2022 Mrs. Zalak Shah was appointed as the Chairperson of the Nomination and Remuneration Committee. |
| Textual Information(2) | Appointed as the Director and member of the Nomination and Remuneration Committee w.e.f. 20th July, 2022 |
| Textual Information(3) | Appointed as the Director and member of the Nomination and Remuneration Committee w.e.f. 20th July, 2022 |
| Textual Information(4) | Ceased to be the Director and member of the Nomination and Remuneration Committee w.e.f. 20th July, 2022.
|
| Textual Information(5) | Ceased to be the Director and member of the Nomination and Remuneration Committee w.e.f. 20th July, 2022.
|
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07903924 | ZALAK NEIL SHAH | Non-Executive - Independent Director | Chairperson | 13-11-2017 | Textual Information(1) | |
| 2 | 08192959 | PINAL MINESH SHAH | Non-Executive - Independent Director | Member | 20-07-2022 | Textual Information(2) | |
| 3 | 00389681 | PRADEEP HUKMICHAND CHORDIA | Executive Director | Member | 09-08-2014 | ||
| 4 | 06669157 | VIJAYKUMAR CHANDULAL KANKALIYA | Non-Executive - Independent Director | Chairperson | 09-08-2014 | 20-07-2022 | Textual Information(3) |
| 5 | 06822184 | AJITKUMAR HARICHAND MANDLECHA | Non-Executive - Independent Director | Member | 13-08-2019 | 20-07-2022 | Textual Information(4) |
Sr Text Block | |
| Textual Information(1) | On reconstitution of the Stakeholders Relationship Committee on 20th July, 2022 the earlier Chairman Mr. Vijaykumar Kankaliya ceased to be the member of the Committee. Accordingly, w.e.f. 20th July, 2022 Mrs. Zalak Shah was appointed as the Chairperson of the Stakeholders Relationship Committee. |
| Textual Information(2) | Appointed as the Director and member of the Stakeholders Relationship Committee w.e.f. 20th July, 2022 |
| Textual Information(3) | Ceased to be the Director and member of the Stakeholders Relationship Committee w.e.f. 20th July, 2022. |
| Textual Information(4) | Ceased to be the Director and member of the Stakeholders Relationship Committee w.e.f. 20th July, 2022. |
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 13-04-2022 | Yes | 6 | 5 | 3 | |||
| 2 | 27-05-2022 | 43 | Yes | 5 | 5 | 3 | ||
| 3 | 06-06-2022 | 9 | Yes | 5 | 5 | 3 | ||
| 4 | 20-07-2022 | 43 | Yes | 5 | 5 | 3 | ||
| 5 | 11-08-2022 | 21 | Yes | 4 | 4 | 2 | ||
| 6 | 25-08-2022 | 13 | Yes | 4 | 4 | 2 | ||
| 7 | 28-09-2022 | 33 | Yes | 4 | 4 | 2 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors (All directors including Independent director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 27-05-2022 | Yes | 4 | 4 | 3 | 0 | |||
| 2 | Nomination and remuneration committee | 06-06-2022 | 9 | Yes | 3 | 3 | 3 | 0 | ||
| 3 | Nomination and remuneration committee | 20-07-2022 | 43 | Yes | 3 | 3 | 3 | 0 | ||
| 4 | Audit Committee | 11-08-2022 | 21 | Yes | 3 | 3 | 2 | 0 | ||
| 5 | Audit Committee | 25-08-2022 | 13 | Yes | 3 | 3 | 2 | 0 | ||
| 6 | Stakeholders Relationship Committee | 25-08-2022 | Yes | 3 | 3 | 2 | 0 | |||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors (All directors including Independent director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Nomination and remuneration committee | 28-09-2022 | 33 | Yes | 3 | 3 | 2 | 0 | ||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | Yes | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
| Disclosure of notes on related party transactions | Textual Information(1) | ||
Text Block | |
| Textual Information(1) | 1) The Company had sought the approval of the Shareholders by way of the Resolution in the Annual General Meeting held on 28th September, 2018 in respect of Related Party Transactions for a period of (5) Financial Years with effect from 1st April, 2019 i.e. upto 31st March, 2024.
2) In consideration of approval of Scheme of Arrangement for Demerger of Food Division (Demerged Undertaking) of the Company into Aveer Foods Limited, the Company had sought fresh omnibus approval of the Shareholders in the Annual General Meeting held on 28th September, 2022, in respect of the Related Party Transaction for a period of 5 Years with effect from 1st August, 2022 i.e. up to 31st July, 2027 , in supersession of the earlier Resolution passed in the Annual General Meeting held on 28th September, 2018. |
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | PRADEEP CHORDIA |
| 2 | Designation | Managing Director |
Text Block |
Annexure III | ||||
III. Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website | 46(2) | Yes | |
| 2 | Presence of Chairperson of Audit Committee at the Annual General Meeting | 18(1)(d) | Yes | |
| 3 | Presence of Chairperson of the nomination and remuneration committee at the annual general meeting | 19(3) | Yes | |
| 4 | Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting | 20(3) | Yes | |
| 5 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| Any other information to be provided | ||||
Annexure III | ||
| 1 | Name of signatory | PRADEEP CHORDIA |
| 2 | Designation | Managing Director |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Signatory Details | |
| Name of signatory | PRADEEP CHORDIA |
| Designation of person | Managing Director |
| Place | PUNE |
| Date | 21-10-2022 |