27 | Page CHANDRIKA TRADERS LIM ITED Regd.O ffice: A!308, LG F, D efence Colony, New D elhi100024. AnnualG eneralM eeting to be held on 15.09.2012 at 10.00 A.M .at B!612, Vasant KunjEnclave, New D elhi !110 070 ATTEND ANCE SLIP Registered Folio No.:… … … … … … … (or) Dem atAccount No.:… … … … … … … … … … … … … … … … … … .. D .P. ID No.:… … … … … … … … … … .. Nam e ofthe Shareholder:… … … … … … … … … … … … … … … . I/w e hereby certify that I am /w e are M em ber/s/ Proxy of the M em ber/s of the Com pany holding ……………….. Shares. …………………………………………… Signature of Member/s/ Proxy _____________________________________________________________________________________________ A m em ber or his duly appointed Proxy w illing to attend the m eeting m ust fill !up this Adm ission Slip and hand over atthe entrance. Nam e ofthe Proxy in Block Letters…………………………………………………………………… (in case a Proxy attends the m eeting) Those w ho hold shares in dem at form to quote their Dem at A/c. No. and D epository Participant (D .P.)ID No. _____________________________________________________________________________________________ !!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!Cut H ere!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! CHANDRIKA TRADERS LIM ITED Regd.O ffice: A!308, LG F, D efence Colony, New D elhi100024. AnnualG eneralM eeting to be held on 15.09.2012 at 10.00 A.M .at B!612, Vasant KunjEnclave, New D elhi !110 070 PRO XY FO RM I/W e ……………………………………………………………………………………………… .............................................................................. \of………………………………………………………………………………………………… .............................................................................. M em ber / M em bers ofCHANDRIKA TRADERS LIM ITED hereby appoint… … .… … … .… … … … … … … … … … .......................... of……………………………………………offailing him/ her……………………………………………………………………………………………………. of ……………………………………………………as m y/ our Proxy to attend and vote for m e/us on m y/ our behalf at the AnnualGeneralM eeting ofthe Com pany to be held on 15.09.2012 at 10:00 A.M . at at B!612, Vasant KunjEnclave, New D elhi !110 070 and at any adjournm ent thereof. Signed on this … … .day of… … … … … … … 2012. Ref. Folio No… … … … … Signature …………………………………… Dem atAccount No… … … … … … … D.P. ID No… … … … … … … … No. ofShares held… … … … … … The Proxy form should be signed by the m em ber across the stam p. A m em ber intending to appoint a Proxy should com plete the Proxy Form and deposit it at the Com pany’s Regd. O ffice, at least 48 before the tim e. Those w ho hold shares in dem at form to quote their Dem at A/c. No. and D epository Participant (D .P.)ID No. Affix Revenue Stamp
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CHANDRIKA TRADERS LIM ITED
Regd. O ffice: A!308, LGF, Defence Colony, New Delhi 100024.
Annual General M eeting to be held on 15.09.2012 at 10.00 A.M . at B!612, Vasant Kunj Enclave,
transm ission of shares, dem aterialization of shares etc. relating to the shares issued by the
Com pany. M r. Rajiv Bansal, Director of the Com pany has been authorized by the Board to
approve such transfers w ithin the tim e stipulated under the Listing Agreem ent. Further the
com plaints of the above nature are prom ptly attended by the Com pliance O fficer.
M r. Rajiv Bansal has been appointed as the Com pliance O fficer of the Com pany by the Board of
Directors.
There is no pending, unsolved com plaint of Shareholders of the Com pany and no pending Share
Transfer.
6. GENERAL BODY MEETINGS
Location and tim e for last 3 years Annual General Meetings:
Financial
Year
Location Date Tim e
A.M ./
P.M .
Particulars of the Special
Resolution
2010!11 B!612, Vasant Kunj
Enclave,
New Delhi!110 070
29.09.2011 10.00
A.M .
Nil
2009!10 40/56, 2nd Floor,
C. R. Park,
New Delhi!110 019
10.07.2010 10:00
A.M
!Consolidation of Shares and
am endm ent in M em orandum
and Articles
! Increase in authorized capital
and am endm ent in
M em orandum and Articles
!Issue of Shares on Preferential
basis
!Further Issue of Securities
2008!09 K!1/77, LGF,
C. R. Park,
New Dellhi!110 019.
30.09.2009 10:00
A.M
!Splitting of Equity Shares from
Rs. 10/! to Rs. 1/!.
!Change of objects of the
Com pany.
!Change of Nam e of the
Com pany.
Note: ! These resolutions w ere
not im plem ented and
shareholders w ere inform ed.
7. DISCLOSURES
o There are no m aterially significant related partly transactions i.e. transactions of the
Com pany of m aterial natures, w ith its prom oters, the directors or the m anagem ents, their
subsidiaries or relatives etc., that m ay have potential conflict w ith interest of the Com pany
at large.
o No penalties or strictures w ere im posed on the Com pany by the Stock Exchange or SEBI or
any statutory authority, on any m atter related to capital m arkers, during the last three
years.
o The Com pany has com plied w ith various rules and regulations prescribed by the Stock
Exchange and SEBI during the last three years. No penalties or strictures have been im posed
by them on the Com pany.
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M r. Ajeet Kum ar is Chairm an of the Com m ittee.
The role, term s of reference, authority and pow ers of the audit com m ittee are in conform ity
w ith the requirem ent of Com panies Act, 1956, and Listing Agreem ent.
Role/ Functions of the Com m ittee:
o Review ing w ith m anagem ent the annual financial statem ents before subm ission to the
Board.
o Recom m ending the appointm ent and rem oval of external auditors, fixation of audit fee and
also approval for paym ent for any other services.
o Review of policies relating to risk m anagem ent – operational and financial.
o Review ing w ith the m anagem ent, external auditors and the adequacy of the internal control
system .
Pow ers of the Com m ittee:
To investigate any activity w ithin its term s of reference.
To secure attendance of and seek any inform ation from any em ployee including
representative of the prim e shareholders (subject to their internal approvals).
Com pliance w ith accounting standards.
To obtain outside legal or other professional advice, if necessary.
To secure attendance of outsiders w ith relevant expertise, if it considers necessary.
Com pliance w ith Stock Exchange and legal requirem ents concerning financial statem ents.
Attendance at the Audit Com m ittee Meetings! 2012
During the year the Audit Com m ittee m et 4 tim es on 29.04.2011, 06.08.2011, 31.10.2011,
30.01.2012. Attendance of the m em bers is as under:
Nam e Designation/ Category No. of Meeting attended
Held Attended
M r. Rajiv Bansal Executive Director
4 4
M r. M ahendra A.
Solanki**
Independent/ Non!Executive
Director
0 0
M r. Ajeet Kum ar Independent/ Non!Executive
Director
4 4
M r. Anindo Banerji* Independent/ Non!Executive
Director
4 4
M r. Sarabjeet Singh Arora* Independent/ Non!Executive
Director
4 4
*Resigned from directorship w .e.f. 23/02/2012
**Appointed as director of the Com pany W .e.f.23/02/2012
4. REMUNERATION COMMITTEE
As neither rem uneration nor sitting fee paid to the director as no rem uneration Com m ittee has
been set up.
5. SHAREHOLDERS TRANSFER AND GRIEVANCES COMMITTEE
This com m ittee consists of three directors nam ely, M r. Rajiv Bansal, M r. M ahendra A. Solanki
and M r. Ajeet Kum ar.
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Annexure to Director’s Report
REPORT ON CORPORATE GOVERNANCE FOR THE YEAR ENDED ON 31ST MARCH, 2012
1. THE CORPORATE GOVERNANCE PHILOSOPHY
Corporate Governance at the Com pany is by the need to “enhance shareholder value, keeping
in view the interests of other stakeholders”. This definition places em phasis on the need to
strike a balance at all tim es betw een the need to enhance shareholders’ w ealth w hilst not
being detrim ental to other stakeholders’ interests. The im perative for Corporate Governance
lies not m erely in drafting a code of Corporate Governance, but in practicing it to achieve
desired results.
2. BOARD OF DIRECTORS
The Board of Directors is having non!executive and independent directors as on 31st M arch,
2012. The Board of Directors is consisting of Three Directors. The Directors m anages the day to
day affairs of the Com pany. Non!executive and independent directors did not have any
pecuniary relationship of transactions w ith the com pany during the period under review . There
are no m aterial transactions w here they have had personal interests that conflict w ith that of
the Com pany.
Num bers of Board Meetings held and the dates on w hich such m eetings w ere held:
During the financial year 2011!12 the Board m et 6 (Six) tim es on 29.04.2011, 06.08.2011,
27.08.2011, 31.10.2011, 30.01.2012 and 23.02.2012. The m axim um gap betw een tw o m eetings
w as not m ore than 4 m onths.
Attendance record of Directors attending the Board m eetings and Annual General Meetings
during the year 2011!12
Name of the Director
Designation/
Category
No. of Board
Meetings
Last AGM
attended
Held Attended
M r. Rajiv Bansal Executive 6 6 Yes
M r. Ajeet Kum ar Non Executive &
Independent
6 6 Yes
M r. Anindo Banerji* Non Executive &
Independent
6 5 Yes
M r. Sarabjeet Singh Arora* Non Executive &
Independent
6 5 Yes
M r. M ahendra A. Solanki** Non Executive &
Independent
0 0 No
*Resigned from directorship w .e.f. 23/02/2012
**Appointed as director of the Com pany W .e.f.23/02/2012
None of the Director is a m em ber in m ore than 10 Com panies and Act as Chairm an in m ore
than 5 Com panies across all Com panies in w hich he is a Director.
3. AUDIT COMMITTEE
The Audit Com m ittee of the Com pany presently com prises of tw o independent non!executive
directors being M r. Ajeet Kum ar and M r. M ahendra Solanki and executive director being M r.
Rajiv Bansal.
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Annexure to Director’s Report
MANAGEMENT DISCUSSION ANALYSIS REPORT
Outlook:
The com pany is confident in spite of the possible recessionary conditions in the industry it w ill
perform better in view of the strong fundam entals of the Indian com panies and hope to
im prove its Turnover.
Internal Controls System s and their adequacy:
The com pany has adequate internal control system s to ensure operational efficiency,
protection and conservation of resources, accuracy and prom ptness in financial reporting and
com pliance of law and regulations. The internal control system is supported by the internal
audit process. The Internal Auditor review s and ensures that the audit observations are acted
upon. The Audit Com m ittee of the Board review s the Internal Audit reports and the adequacy
and effectiveness of internal controls.
Hum an Resources
The relationship w ith the em ployees continues to be cordial. The Com pany recognizes the
im portance and contribution of its em ployees for its grow th and developm ent and constantly
endeavors to train nurture and groom its people The Com pany puts em phasis on attracting and
retaining the right talent. The com pany places em phasis on training and developm ent of
em ployees at all levels and has introduced m ethods and practices for Hum an Resource
Developm ent.
Cautionary Statem ent:
Statem ents in this M anagem ent Discussion and Analysis describing the com pany’s objectives,
projections, estim ates and expectations m ay be forw ard looking statem ent w ithin the m eaning
of applicable law s and regulations. Actual results m ight differ m aterially from those either
expressed or im plied.
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DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Com panies Act, 1956, the Directors of
your Com pany confirm that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been follow ed along w ith proper explanation relating to m aterial departures;
ii) the Directors have selected such accounting policies and applied them consistently and
m ade judgm ents and estim ates that w ere reasonable and prudent so as to give a true
and fair view of the state of affairs of the Com pany at the end of the financial year and
of the profit or loss of the Com pany for that period;
iii) the Directors have taken proper and sufficient care for the m aintenance of adequate
accounting records in accordance w ith the provisions of the Com panies Act, 1956 for
safeguarding the assets of the com pany and for preventing and detecting fraud and
other irregularities;
iv) Directors have prepared the accounts on a “going concern basis”.
ACKNOWLEDGEMENT:
Your Directors w ould like to express their sincere appreciation for the assistance and co!
operation received from the Banks, Governm ent Authorities, Custom ers, and Shareholders
during the year. Your directors also w ish to take on record their deep sense of appreciation for
the com m itted services of the em ployees at all levels, w hich has m ade our Com pany successful
in the business.
For and on Behalf of the Board
For, CHANDRIKA TRADERS LIMITED
PLACE: NEW DELHI
DATE: 14.08.2012
(RAJIV BANSAL)
CHAIRMAN
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AUDITORS AND AUDITORS’ REPORT:
M /s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Com pany, hold
office until the conclusion of the ensuing Annual General M eeting and are eligible for
reappointm ent.
The observations m ade by the Auditors’ in their Auditors’ Report and the Notes on Accounts
referred to in the Auditors’ Report are self!explanatory and do not call for any further
com m ents.
MANAGEMENT DISCUSSION AND ANALYSIS:
M anagem ent Discussion and Analysis form s part of the Annual Report to the shareholders and
it includes discussion on m atters as required under the provisions of Clause 49 of the listing
agreem ent form ing part of this report is annexed herew ith. The Audit Com m ittee of the
Com pany has regularly review ed internal Control System of the com pany.
PARTICU LARS OF EMPLOYEES:
The statem ent show ing particulars of em ployees under section 217(2A) of the Com panies Act,
1956, read w ith the com panies (Particulars of Em ployees) Rules, 1975, as am ended, is not
required to be given as there w ere no em ployees com ing w ithin the purview of this section.
CORPORATE GOVERNANCE REPORT:
Your Com pany perceives Corporate Governance as an endeavor for transparency and a
w holehearted approach tow ards continuous enhancem ent of shareholders’ value. Your
Com pany has been com plying w ith the conditions of Corporate Governance as stipulated in
Clause 49 of the Listing Agreem ent. Further, the Board of Directors of your Com pany
constituted a Com m ittee know n as Corporate Governance Com m ittee, w hich recom m ends the
best practices in the Corporate Governance.
A separate report on Corporate Governance along w ith Auditors’ Certificate on com pliance w ith
the Corporate Governance norm s and stipulated in Clause 49 of the Listing Agreem ent, form ing
part of this report is annexed herew ith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under
Section 217(1)(e) of the Com panies Act 1956, are not applicable to our Com pany, as our
Com pany has not carried out in the m anufacturing activities.
The foreign exchange earning on account of the operation of the Com pany during the year w as
Rs. Nil.
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D I R E C T O R S’ R E P O R T
Dear Shareholders,
Your Directors here by present the Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on
31st March 2012.
FINANCIAL PERFORMANCE:
Key aspects of Com pany’ financial perform ance for the year 2011!12 is tabulated below :
[Am ount in Rupees]
Particular 2011!12 2010!11
Total Incom e 12,10,000 5,05,000
Total Expenditure 20,79,068 23,15,591
Profit/(Loss) Before Depreciation and Taxation 7,99,438 1,79,593
Depreciation 16,68,506 19,90,184
Profit/(Loss) before Tax (PBT) (8,69,068) (18,10,591)
Less: current Tax including Differed Tax Nil 4,94,465
Net Profit/(Loss) after Tax for the year (8,69,068) (13,16,126)
REVIEW OF OPERATIONS:
During the year under review due to sluggish m arket condition and financial crisis com pany
faces huge set back. So com pany unable to generate targeted revenue from the operation the
Company hence total Income was stood at Rs. 12,10,000/- against Rs. 5,05,000/- in the
previous year and after providing depreciation and tax company posted net loss of Rs. 8,69,068/- for the year ended 31st March, 2012.
The management has taken measures as part of its continuous improvements to strengthen
operations and viability.
DIVIDEND:
Your Directors have not declared any dividend during the year under review due to loss
incurred.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to the provisions of
Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr Ajeet Kumar Director of the Company is retires by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reappointment.
Mr Mahendra Atamarambhai Solanki was appointed as additional directors of the Company
with effect from 23.02.2012 and is eligible for re!appointment as directors of the Company at
the forthcoming Annual General Meeting and whose period of office will be liable to retire by
rotation.
Mr Sarabjeet Singh Arora and Mr Anindo Anchinto Banerji were ceased as a Director of the
Company with effect from 23.02.2012 due to resignation. The management appreciated the
services given by him during the tenure of the office as a Director.
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3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution
authorising their representative to attend and vote on their behalf at the Meeting.
4. Members desiring any information on the Accounts are requested to write to the Company at least one week before the meeting, so as to enable the Management to
keep the information ready. Replies will be provided only at the meeting.
5. Members are requested to notify the Company of any change in their address (in full)
with the postal area pin code number, quoting their folio numbers.
6. The Register of Members and Share Transfer Register of the Company will remain closed from 8th September, 2012 to 15th September, 2012 (both days inclusive).
7. M/s. RCMC Share Registry Pvt Ltd having its registered office at B-106, Sector 2, Noida
(UP), INDIA are Registrars and Share Transfer Agents for Company’s shares in Demat
and Physical Form. The members are requested to please ensure that their shares are converted into Demat Form.
8. Additional information as required in terms of paragraph 3 of the Clause 49 of the Listing
Agreement on Director seeking re-appointment at the ensuing Annual General Meeting is as under:
Mr Ajeet Kumar is Non-Executive Independent Director of the Company. He has been
associated with the Company w.e.f. 19th January, 2011. He is He is Member of the Audit
Committee and Share Transfer and Grievances Committee of the Company. Mr Ajeet Kumar retires by rotation and being eligible offers himself for re-appointment.
ANNEXURE TO NOTICE:
EXPLANATORY STATEMENT AS REQUIRED PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956
The Explanatory Statement sets out all the material facts relating to the Special
Business mentioned under are accompanying this notice:
Item No.4
In terms of provisions of section 260 of Companies Act 1956 and provisions of Articles of Association of company Mr Mahendra Atamarambhai Solanki, who was appointed as an
Additional Director in the meeting of the Board of Directors of the Company held on 23rd
February 2012 Who holds the office of Directors up to the date of the ensuing Annual General Meeting.
In Pursuant to section 257 of the Companies Act 1956 together with requisite deposit
fee signifying his intention to propose the name of Mr Mahendra Atamarambhai Solanki, a director subject to retirement by rotation.
None of the Directors except Mr Mahendra Atamarambhai Solanki is concerned or
interested in this resolution.
Your Directors recommend this resolution for your approval.
By Order of the Board
For, CHANDRIKA TRADERS LIM ITED
PLACE: NEW DELH I
DATE: 14.08.2012
(RAJIV BANSAL)
CHAIRM AN
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N O T I C E
NOTICE is hereby given that the Annual General M eeting of the Members of CHANDRIKA
TRADERS LIM ITED will be held at B!612, Vasant Kunj Enclave, New Delhi!110 070 on Saturday,
15th day of Septem ber, 2012 at 10:00 A. M . to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt Audited Balance Sheet as at 31st M arch, 2012 and the Profit
& Loss Account for the year ended on that date and the reports of the Directors’ and the
Auditors’ thereon.
2. To appoint a Director in place of M r Ajeet Kum ar, who retires by rotation and being eligible,
offers him!self for re!appointment.
3. To appoint Auditor and to fix their remuneration 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 M /s. Y. D. & Co., Chartered Accountants, Ludhiana [FRN: 018846N] be
and are hereby appointed as the Statutory Auditors of the Company for the financial year
2012!13, to hold office as such from the conclusion of this Annual General Meeting till the
conclusion of the next Annual General Meeting at a remuneration as to be decided by the
Board of Directors in consultation with them, apart from out!of!pocket expenses that may
be incurred by them for the purpose of audit.”
SPECIAL BUSINESS:
4. To consider and if thought fit, to pass with or without modification(s), the following
Resolution as an Ordinary Resolution:
"RESOLVED THAT M r M ahendra Atam aram bhai Solanki, who was appointed as an
Additional Director in the category of independent director of the Company w.e.f. 23rd
February, 2012 being the date of appointment and who holds office as such up to the date
of the ensuing Annual General Meeting and in respect of whom notice under Section 257 of
the Companies Act, 1956 has been received from a member signifying his intention to
propose M r M ahendra Atam aram bhai Solanki, be and is hereby appointed as a Director,
subject to retire by rotation of the Company
By Order of the Board
For, CHANDRIKA TRADERS LIM ITED
PLACE: NEW DELH I
DATE: 14.08.2012
(RAJIV BANSAL)
CHAIRM AN
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY. A PROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE
TIME SCHEDULED FOR HOLDING THE MEETING.
2. Members/ proxies are requested to bring their copies of Annual Report along with duly
filed and signed attendance sheets attached with it for attending the meeting.