DIRECTORS REPORT

TO

THE MEMBERS OF

CHANDRA PRABHU INTERNATIONAL LTD.

Your Directors are pleased to have this opportunity to report on Company's progress during the year financial year 2014-15 and to submit the 30* Annual Report & Audited Balance Sheet as on 31st March, 2015 and Profit & Loss Account for the period ended on 31st March, 2015.

DIVIDEND

Keeping in view of the loss incurred during the current financial year and future working capital requirements of the Company, the Board has not recommended any dividend for the financial year ending on 31" March 2015.

TRANSFER TO RESERVE

Your Directors have proposed not to transfer any sum to the General Reserve.

COMPANY'S PERFORMANCE

During the year, the performance of the Company during the year was depressing and the turnover during the year was at Rs. 4860.60 Lacs as against Rs. 10280.64 Lacs in the previous year indicating a decline of about 53% over the last year. The year under review resulted in Loss of Rs. 12.83 Lacs as compared to Net Profit of Rs. 187.35 Lacs during the previous year. The management is optimistic on the performance of the Company in future and a detailed discussion is provided under Management discussion and analysis report.

HUMAN RESOURCE DEVELOPMENT

Human Resource is not only an integral part of any organisation but also strive its success and growth. The Company believes that human resources are the key resources and integral part the organisation and endeavours to create a culture of openness and empowerment amongst its employees and provide good carrier development

Your Company believes in trust transparency & teamwork to improve employees productivity at all levels and is committed to the welfare of the employees and their families by putting review and reward system in place.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no material changes noted and observed by the Board of the Company which have occurred between the close of the financial year on March 31,2015 to which the financial statement relates and the date of this report.

SUBSIDIARY AND ASSOCIATES COMPANIES

The Company has only one wholly owned subsidiary of the Company namely M/s. Alsan Rubber & Chemicals Private Limited (ON: U52100DL1995PTC068763) [ARCPL] which became subsidiary on 30th July, 2014. ARCPL is mainly engaged in the business of trading of rubbers. During the year under review, ARCPL registered revenue from operations of Rs. 2303.70 lacs as compared to a revenue of Rs.1438.37 Lacs in financial year 2013-14.The net profit for the year under review has been significantly lower at Rs.7.39 lacs as against Rs.46.43 lacs for the previous year. ARCPL continues to supply its entire supply/ to the Company.

A report on the performance and financial position of the Company's aforesaid subsidiary is annexed in the prescribed Form AOC-1 to this Report as 'Annexure -I'

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and Rules made there under as amended from time to time and clause 49 of the Listing Agreement, the Company has recommended appointment of MrJagdish Jhunjhunwala as the Independent Director of the company as stipulated in item No. 4 of the Notice of the ensuing 30th Annual general meeting of the Company

Further in accordance with the provisions of section 161 of the Companies Act, 2013 and Rules made there under as amended from time to time, the Company has proposed appointment of Mrs. Sheetal Jain as a Director of the company on recommendation received from member in writing as stipulated in item No. 5 of the Notice of the ensuing 30* Annual general meeting of the Company.

In accordance with the Companies Act, 2013, Mr. Prakash Goyal, Independent Director of the Company retires by rotation at the ensuing annual general Meeting and being eligible offers himself for re-appointment.

All independent directors have given declaration that they meets the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

In due compliance with the requirement of Section 203 of Companies Act, 2013 read with Rule 8 of Companies (Registration offices and fees) Rules, 2014, Key Managerial Persons (KMP) of the company was duly constituted /appointed. The board in their meeting held on August 31, 2015 appointed Mr. Nitesh Singh as Compliance Office of the Company as part of KMP. Further Mr. Amar Singh was appointed as Chief Financial Officer (CFO) w.e.f. March 1 , 2015 by the Board in their meeting held on March 19, 2015.

NUMBER OF MEETINGS OF BOARD OF DKECTORS

The Board of Directors of your Company, during the period under review met During the Financial year ended March 31, 2015, the Board met 10 (Ten ) times on 26th May, 2014, 10th June, 2014, 26th June 2014,30th July 2014,11th August, 2014, 4th September, 2014,12th November, 2014, 29th December, 2014, 5th February, 2015and 19th March 2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing agreement.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under revised Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

POLICY ON DDJECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

INTERNAL CONTROL SYSTEMS

The Company's internal control systems are audited by B. Rattan and Associates. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee and no. of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013. The details of which are given in the Corporate Governance Report. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

STATUTORY AUDITORS & THEIR REPORT

M/s. J.P.S. & Company, Chartered Accountants (Firm registration No.004086N), the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The retiring auditors have furnished a certificate of their eligibility for re-appointment under Section 139 (1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014. The same was discussed in the Audit Committee meeting. Your directors recommend their re-appointment. The Company has received audit report from M/s J.P.S. & Company, Chartered Accountants

SECRETARIAL AUDITORS & THEIR REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s.KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-2015. The Company has received consent from M/s.KKS & Associates, Company Secretaries, for their appointment.

The Board of Directors on a voluntary basis appointed M/s KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company in relation to the financial year 2014-15. The Secretarial Audit for financial year 2014-15 was conducted on voluntary basis and the report is available on the Company's website. Any member interested in hard copy of the Secretarial Audit Report may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy. Secretarial audit report as provided by M/s KKS & Associates, Company Secretaries, is also annexed as Annexure-IVto this Report in prescribed Form MR-3.

QUALDTCATIONS IN AUDIT REPORTS

There is no qualification, disclaimer, reservation or adverse remark or disclaimer made either by the statutory auditors in his report and by the company secretary in practice (Secretarial Auditor) in his secretarial audit report.

FUTURE PROSPECTS

In the past the Company has improved significantly its overall performance with the existing trading portfolio of synthetic rubber and Coal, However the current financial year was not very good. The company shall endeavor to capitalize further.

The Company is also planning to enter into business execution of all kinds of infrastructure projects in future. On successful implementation of future projects and on the strength of its existing product portfolio, operational efficiency and enhanced network, the management, on overall basis, expects a robust growth and enhanced market share. The Board expects that the Company will continue to improve its overall performance and excel to enhance the profitability of the Company, in the present economic scenario and huge potential demand of these products in the Indian market, via its strategy competency, operational efficiencies and new line of activity on its successful implementation.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act 2013 and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the consolidated Financial Statements of the Company, including the financial detail of the subsidiary

Company of the Company, forms part of this Annual Report .The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee(RMC). The details of this Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Report.

The Company has a Business Risk Management framework to identify risks and strive to create transparency, rriinimize adverse impact on the Business and enhance the Company's competitive advantage.

Pursuant to the aforesaid business risk framework, the Company has already identified the business risk and action plan for mitigation of the same is already in place. The business risk and its mitigation have been dealt with the Management Discussion and Analysis section of this Report.

VIGDL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any .The Policy can be accessed at the website of the company.

RELATED PARTY TRANSACTIONS

The Company has developed a Related Party Transactions policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions approved by the Board is uploaded on the Company's website.

All Related Party Transactions are placed before the Audit Committee and also the Board/Members for their approval, wherever necessary. The related party transactions entered during the financial year were on an arm's length basis and were in the ordinary course of business except the contracts/arrangements or transactions entered into by the Company with the related parties referred to in sub -section (1) of Section 188 of the Companies Act, 2013 during the course of business but which were not at arm's length basis .The details of the same are annexed herewith as " Annexure-H " in the prescribed Form AOC-2.

There were no materially significant related party transactions during the financial year except with wholly owned subsidiary as mentioned in AOC-2.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DHtECTORS

All pecuniary relationship or transactions of the non executive directors vis-a-vis The company, along with criteria for such payments and disclosures on the remuneration of directors alongwith their shareholding are disclosed Form MGT-9, which forms a part of this Report.

INTER SE RELATIONSHD7S BETWEEN THE DIRECTORS

There are no relationships between directors inter se except Mr. Akash Jain, Managing Director and Mrs. Sheetal Jain, director who is wife of Mr. Akash Jain, Managing Director.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 36,980,000/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, No other director holds any share in the Company except Mr. Akash Jain, Managing Director who holds 3,45,000 Equity shares of the Company and Mrs. Sheetal Jain .Director who holds 1,90,002 Equity shares of the Company .

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement. The above Rule 20 of the Companies (Management and Administration) Rules, 2014 have been amended on 19thMarch, 2015 to introduce a new concept of e-voting i.e. E-Voting at general meeting through an electronic voting system. To comply with the requirements of new Companies Act, 2013 and to ensure good governance for its members, your Company has provided e-voting facility for its last year general meetings to enable its members to participate in the voting electronically. The instruction(s) for e-voting for ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

EXTRACT OF ANNUAL RETURN

As required under Section 92 (3) read with Rule 12 of Companies (Management & Administration), Rules, 2014, the extract of the Annual Return in the prescribed form MGT- 9 is annexed herewith as " Annexure-IIF'

PARTICULARS AS PER SECTION 134 OF THE COMPANIES ACT, 2013

Your company does not have any employee, whose particulars are required to be given under the provision of Section 134 of The Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

PUBLIC DEPOSITS

During the year the Company has not received any Deposits from public, covered under Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 134 (3) (g), towards inclusion of the details of particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made there under in this report, the same are given in the notes to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the of the Sexual Harassment of Women at the Workplace (prevention, Prohibition & Redressed) Act, 2013 no employees (permanent, contractual, temporary, trainees) are covered under this policy till the date of this report.

COMPLIANCE WITH THE LISTING AGREEMENT

The company's equity shares continue to be listed on the Stock Exchange, Mumbai (BSE) which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2015-2016.

ACKNOWLEDGEMENT

Your Directors place on record their warm appreciation of the assistance and cooperation extended by various Government Departments, Authorities, and Business Partners etc. Your Directors also place on record their deep appreciation of the support provided by the Bankers associated with the company.

Your company's employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your company's employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.

For and on behalf of the board of directors

Akash Jain

Managing Director  

DIN: 02598736

Prakash Goyal

Director

DIN:00049303  

Place : New Delhi

date : August 31,2015