DIRECTOR’S REPORT

To,

The Members,

Your Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board’s Report shall be prepared based on the standalone financial statements of the company.

2. COMPANY’S PERFORMANCE AFFAIR

Your Directors are positive about the Company’s operations and making best efforts to implement the cost reduction measures to the extent feasible.

3. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The Debit balance of Profit & Loss statement amounting to Rs. 19,054 for financial year under review is transferred to reserves. The total reserves for the financial year 2014-15 is Rs. -2,63,05,668.

5. SHARE CAPITAL

The total paid up capital of the Company as on March 31, 2015 is Rs. 3,04,65,880/- comprising of Equity Shares of Rs. 10/- each amounting to Rs. 30,46,58,800/-.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act, 2013, Mr. Viral Chavda, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Further, during the year Mrs. Harshika was appointed as Additional Independent Director on the Board.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given as under.

Board Meeting

1. 31st March, 2015 2. 30th January, 2015 3. 30th October, 2014 4. 25th October, 2014 5. 29th September, 2014 6. 30th July, 2014 7. 26th April, 2014 8. 18th April, 2014 9. 02nd April, 2014

Audit Committee

1. 30th January, 2015 2. 30th October, 2014 3. 30th July, 2014 4. 18th April, 2014

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committee.

9. COMMITTEES OF THE BOARD

During the year, in accordance with provision of Companies Act, 2013, the Board of Directors of the Company has Constituted Audit Committee as required under Companies Act 2013 and re-constituted the existing committees viz., Stakeholders Relationship Committee [formerly known as Shareholders’/Investors’ Grievance Committee”] and nomination and Remuneration Committee (formerly known as Remuneration Committee).

There are currently three committees of the Board, as following:

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company’s financial reporting process.

The Audit Committee Comprises of 3 directors. The Chairman of the Audit Committee is a Nonexecutive and Independent Director.

2) Nomination and Remuneration Committee

The Company has re-constituted Nomination and Remuneration Committee and presently the Remuneration committee comprises of 3 (three) Director, as on date 2 are non executive and independent Directors.

3) Stakeholders Relationship Committee

The Board of Directors of the Company has re-constituted a Committee of Directors which also functions as ‘Shareholders’/Investors Grievances Committee’, consisting of two members, chaired by non executive Director. The Committee, inter-alia, deals with various matters relating to:

• transfer/transmission of shares;

• issue of duplicate share certificates;

• Investors` grievances and redressal mechanism and recommend measures to improve the level of investor services.

Details of shares transfer/transmission approved by the Committee and Shareholders’/Investors’ grievances are placed at the Board Meetings from time to time.

Name Category Designation

1 CA Shital Mutha Independent Director Chairman

2 Mr. Dinesh Bainwal Independent Director Member

3 Mr. Viral Chavda Director Member

10. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

11. DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

12. AUDITORS

The Auditors, M/s Ramanand & Associates., Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of the conclusion of this Annual General Meeting [AGM] till the conclusion of 30th Annual General Meeting.

13. AUDITORS’ REPORT

The Directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanations.

14. SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report from RAVI KOTHARI & ASSOCIATES, Practicing Company Secretary, Mumbai, is enclosed as Annexure II to this report. There are no qualifications in the Auditors Report and the observations and suggestions made by the Auditors in their report are self-explanatory.

15. INTERNAL AUDIT

The Company has in-house Internal Audit system and the internal audit report was submitted on Quarterly basis to the Company.

16. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

17. RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

18. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

19. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.chplindustriesltd.com.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.

21. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

22. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Ahmedabad Stock Exchange Limited.

23. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. During the year under review, the Company has not made any investments or given guarantee’s or provided securities falling under the provisions of Section 186 of the Companies Act, 2013 and during the year there is no change in the Loan given.

2. There are no contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

3. Your Company has not provided, Guarantees or made Investment pursuant to Section 186 of the Companies Act, 2013;

4. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

5. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

6. The Company has not accepted deposits covered under Chapter V of the Act;

7. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

8. Since, the Company having paid-up capital less than the threshold provided under Clause 49 of the Listing Agreement, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report

9. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

S.K. Pathki

Chairman & Executive Director

Place: Secundarabad

Date: 13th August, 2015