General information about company | |
| Scrip code | 519475 |
| NSE Symbol | NA |
| MSEI Symbol | NA |
| ISIN | INE975C01011 |
| Name of the entity | CHORDIA FOOD PRODUCTS LIMITED |
| Date of start of financial year | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Reporting Quarter | Half Yearly |
| Date of Report | 30-09-2023 |
| 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 | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | ||||||||||||||||||||||||
| 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 | |||||||||||||||||
| 1 | Mr | PRADEEP HUKMICHAND CHORDIA | AAMPC1457D | 00389681 | Executive Director | Chairperson related to Promoter | MD | 01-12-1960 | |||||||||||||||||
| 2 | Mrs | ZALAK NEIL SHAH | ECQPS7158D | 07903924 | Non-Executive - Independent Director | Not Applicable | 23-02-1993 | ||||||||||||||||||
| 3 | Mrs | PINAL MINESH SHAH | BCNPS3193N | 08192959 | Non-Executive - Independent Director | Not Applicable | 25-01-1981 | ||||||||||||||||||
| 4 | Mr | SANJOG JAIN | BMAPS1775H | 08339905 | Non-Executive - Non Independent Director | Not Applicable | 04-10-1986 | ||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||||
| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | Active | |||||||||||||||||||||||
| 2 | No | Active | |||||||||||||||||||||||
| 3 | No | Active | |||||||||||||||||||||||
| 4 | No | Active | |||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Sr | 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 [with reference to proviso to regulation 17A(1) & 17A(2)] | 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 | NA | 01-06-1989 | 28-09-2022 | 411 | 1 | 0 | 2 | 0 | |||||||||||||||||
| 2 | NA | 11-08-2017 | 28-09-2022 | 73 | 1 | 1 | 2 | 2 | |||||||||||||||||
| 3 | NA | 20-07-2022 | 15 | 1 | 1 | 2 | 0 | ||||||||||||||||||
| 4 | NA | 20-07-2022 | 15 | 1 | 0 | 0 | 0 | ||||||||||||||||||
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 | ||
| 2 | 08192959 | PINAL MINESH SHAH | Non-Executive - Independent Director | Member | 20-07-2022 | ||
| 3 | 00389681 | PRADEEP HUKMICHAND CHORDIA | Executive Director | Member | 09-08-2014 | ||
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 | ||
| 2 | 08192959 | PINAL MINESH SHAH | Non-Executive - Independent Director | Member | 20-07-2022 | ||
| 3 | 08339905 | SANJOG JAIN | Non-Executive - Non Independent Director | Member | 20-07-2022 | ||
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 | ||
| 2 | 08192959 | PINAL MINESH SHAH | Non-Executive - Independent Director | Member | 20-07-2022 | ||
| 3 | 00389681 | PRADEEP HUKMICHAND CHORDIA | Executive Director | Member | 09-08-2014 | ||
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 | 25-04-2023 | Yes | 4 | 4 | 2 | |||
| 2 | 24-05-2023 | 28 | Yes | 4 | 4 | 2 | ||
| 3 | 14-08-2023 | 81 | 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 in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Nomination and remuneration committee | 25-04-2023 | Yes | 3 | 3 | 2 | 0 | |||
| 2 | Stakeholders Relationship Committee | 04-05-2023 | 8 | Yes | 3 | 3 | 2 | 0 | ||
| 3 | Stakeholders Relationship Committee | 12-05-2023 | 7 | Yes | 3 | 3 | 2 | 0 | ||
| 4 | Audit Committee | 24-05-2023 | 11 | Yes | 3 | 3 | 2 | 0 | ||
| 5 | Stakeholders Relationship Committee | 04-07-2023 | 40 | Yes | 3 | 3 | 2 | 0 | ||
| 6 | Audit Committee | 14-08-2023 | 40 | 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 in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Stakeholders Relationship Committee | 29-09-2023 | 45 | 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) | The Company had obtained 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. |
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 | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | PRADEEP CHORDIA |
| 2 | Designation | Managing Director |
Text Block | |
| Textual Information(1) | The Audited Financial Statements for the FY ended 31/03/2023 were approved and adopted by the Board of Directors in its meeting held on 24/05/2023. This is the first balance sheet after the Demerger of Food Division of the Company into Aveer Foods Limited.
As an effect of Demerger, as per the latest Audited Financial Statements as on 31/03/2023, the Networth of the Company has gone below the threshold limit of Rs. 25/- Crores and the Issued, Subscribed and Paid up Share Capital of the Company is Rs. 4,02,82,520/- which is also below the threshold limit of Rs. 10/- Crores.
Accordingly, although both the criteria are not fulfilled, we are submitting the said Corporate Governance Report pursuant to the second proviso of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and will continue to submit the same for three consecutive financial years i.e. up to FY ending 31st March, 2026 in case the aforesaid threshold limits are not achieved. |
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 | Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report | 24A(1) | Yes | |
| 6 | Submission of Annual Secretarial Compliance Report | 24A(2) | Yes | |
| 7 | Whether “Corporate Governance Report” disclosed in Annual Report | 34(3) read with para C of Schedule V | Yes | |
| Any other information to be provided | Textual Information(1) | |||
Text Block | |||
| Textual Information(1) | The Honble National Company Law Tribunal, Mumbai Bench approved the Scheme of Demerger vide its Order dated 1st July, 2022 for Demerger of Food Division of Chordia Food Products Limited [CFPL/Company] into Aveer Foods Limited [AFL] and the appointed date of the same was 1st April, 2020. Accordingly, the Company as per the Accounting Standards has restated the Financial Statements of the Company from the appointed date.
As an effect of Demerger, as per the latest Audited Financial Statements as on 31/03/2023, the Networth of the Company has gone below the threshold limit of Rs. 25/- Crores and the Issued, Subscribed and Paid up Share Capital of the Company is Rs. 4,02,82,520/- which is also below the threshold limit of Rs. 10/- Crores. As such, the Company is not fulfilling both the criterias of Equity Share Capital and Net Worth for the Financial Year ended 31st March, 2023, the provisions for issue of Report on Corporate Governance are not applicable . However, pursuant to the second proviso of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Companies to which the provisions of Corporate Governance were applicable shall continue to remain applicable for a period of three consecutive financial years and hence the Company will continue to submit the same for three consecutive financial years i.e. up to FY ending 31st March, 2026 in case the aforesaid threshold limits are not achieved. | ||
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) | ||||||
Text Block | |
| Textual Information(1) | The Company has not provided directly and indirectly any type of Loan, Gaurantee and Security as mentioned under Section 185 of Companies Act, 2013. However, in the Annual General Meeting held on 26th September, 2023 Company had sought approval of the Shareholders under section 185 and 186 of Companies Act, 2013. |
Details of Cyber security incidence | ||||
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |||
Signatory Details | |
| Name of signatory | PRADEEP CHORDIA |
| Designation of person | Managing Director |
| Place | PUNE |
| Date | 20-10-2023 |