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Continental Chemicals Ltd.

BSE: 506935 Sector: Consumer
NSE: N.A. ISIN Code: INE423K01015
BSE LIVE 12:33 | 16 Aug Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.41
52-Week high 4.41
52-Week low 4.00
P/E 5.31
Mkt Cap.(Rs cr) 0.44
Buy Price 4.41
Buy Qty 900.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.41
CLOSE 4.20
52-Week high 4.41
52-Week low 4.00
P/E 5.31
Mkt Cap.(Rs cr) 0.44
Buy Price 4.41
Buy Qty 900.00
Sell Price 0.00
Sell Qty 0.00

Continental Chemicals Ltd. (CONTCHEMICALS) - Director Report

Company director report


The Members

Your Directors have immense pleasure in presenting their 30Th Annual Reporton the business and operations of the Company and the accounts for the Finance Year ended March 31 2015.

Financial Results

The highlights of financial results ??e asunder:

2014-15 2013-14
Revenue from operations & other income 9282809 11988846
Operating Profit (EBIDTA) 2764199 1273882
Finance Cost 176740 13565
Gross Profit (PRO) 2587469 1260317
Depreciation & amortisation 1063337 1041026
Profit before tax 15.34.122 219291
Tax Expense.
- Current Tax (net) 0 (47.503)
- MAT Credit entitlement (2 92. 327) 292327
- Deferred Tax 400065 (567804)
- Previous year Taxes (4840)
Profit After Tax 19.29347 (396.116)


The Company has not declared any dividend lor the year ended March 31 2015


The provisions of Section 125(2) of the Companies Ac! 2013 do not apply as there wasno dividend declared and paid last year.


During the year under review the revenue from operations declined to 42 08. 473 against Rs. 57 67 000 in previous year. The EBIDTA recorded for the year increasedduring the year to Rs. 2764 199 act against Rs. 12 73 882 of previous year The netprolit is Rs 19 29 347 as against loss of Rs. 3 96 116 in previous year


Company haw translerred Rs. 19 29 347 to the reserve account.


1 Share Capital

The paid up equity hare capital as on 31 March 2015 was Rs 99 90 000 There was nopubIic issue rights issue bonds issue or preferential issue etc during the year underreview. The Company has not issued sharas with differential voting rights sweat equityshares nor has It granted any stock options.

2 Fixed Dopouli

The Company has not accepted any deposit under section 73 of theCompanies Act 2013

3 Particulars of loan guarantees and investments

The Company has not provided any loan guarantee and has not made any investmentcovered under the provisions of Section 186 of the Companies Act 2013.

Vigil hanism/ whistle BlowerPolicy

Pursuant to Section 177(9) of the Companies Ad 2013 and Clause. 49 of the ListingAgreement the Company haw formulated a Whislte Blower Policy toestablish a vigil mechanism for directors and employee of the Company. The Purpose andobjeciive of this policy Is to provide a framework to promote responsible and securewhistle blowing If protects the employe os wishing to raise concern about SeriousIrregularities within the Company the detail pi Whistle Blower Policy are explained Inthe Corporate 'Governance Report and also posted on the website of the Company.

Related Party Transaction

All related parly transaction a have been on arm length basis and detail of the all therelated party transaction held during the year is provided In Annexure III.

Significant and Material Orders Passed by the Regulator a or Courts

There were rip significant and material orders passed by the Regulalbrs/Courts which'would impact the going concern status of the Company and its future operations

Dlreclors and Kev Manngarial Personnel

1. Appointment

Ms Sunaina Chibba Director liable to retiro by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer herself for reappointment.

During the year Mr Pradeep Kumar Chopra and Mr. Akshat Bhaskar have been appointed asIndependent Directors for term of 6 years Mr. Nareah kumar Chlbba has bean reappointed asManaging Director of the Company in last annual general meeting. of the Company for theterm of 5 years with effect from 1 August 2015. Ms. Sunaina Chibba has been appointed asWomen non executive Director of the Company in last annual general meeting of theCompanyMr. Urminder Singh has been appointed as Chief Financial Officer with effect from 23/6/14.Further Mr Sourav Malhotra resigned' as Company so cretary ofthe Company w. of. 24 /11/14. Mr. Sujeet kumar has been appointedas company Secretary with effect from 11 /12/14 and resigned asCompany secretary with effect from 4/3/2015. Mr. Pardeop Kumar hasbeen appointed as company secretary with effect from 4/3/15.

2 Retire toy Rotation

In accordance with provision or Companies Act 2013 and Articles of Association of theCompany Ms. Sunaina Chibba. Director-liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible otters herself for reappointment.

3. Meetings

Paring the year 21 Board Meetings and a Audit Committee Mootings were convened andheld. The details of which are given m the Corporate Governance Report; The interveninggap between the Meetings was within the period prescribed under the Companies Act. 2013.

4. Board Evaluation

Pursuant to the provisions of the Companies Act. 2013-and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of Us ownperformance Ihe directors individually as well as the evaluation of the working of itsAudit Nomination 8 Remuneration and Compliance Committees The manner in which theevaluation has bean carried out has been explained in the Corporate Governance Report.

5. Declaration by an Independent Director(s)

All independent Directors have given de clarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

6. Managerial Remuneration

Detail of particulars pursuant to section 197 (12) of the Companies Act 2013 road withrules of the Companies (Appointment & Remuneration of Managerial Personnel) Ruless2014 are annexed as Annexure - VI.

7. Nomination and Remuneration Policy

The Board has on recommendalion of the Nomination and Remuneration Committee framed aPolicy for selection appointment and remuneration of Directors and Key ManagerialPersonnel Mure detail of the Game as gluon In the Corporates Governance Ruport.

Di?etors. Responsibility Statement

To the best of their knowledge and boliel and according to the Information an dexplanations obtained by them your Directors make the following statement In terms of theSection 134(3)(?) of the Companies Act 2013;

(i) That in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have bean tallowed along with properexplanation relating to material departures of any;

(ii) That such accounting pollcies. as mentioned In the Financial Statements as'Significant Accounting Policies'have been selected and applied consistonily and judgmentsand estimates have been made that arc reasonable and prudent so as to give a true and fanview of the state of affairs of the company as at March Lit. 2015 and of the profit of theCompany for the year ended on that date;

(iii) That proper and sulficiant care has be on taken for the maintenance at ad equateaccounting records In accordance with the provisions of the Companies Ant 2013 forsafeguarding the assets of the Company arid foe preventing and detecting fraud and otherirregularities:

iv) That the annual financial statements have been prepared on a going' concern basis;

(v) That proper internal financial controls were in place and that the financial.controls worn adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.


1. Statutory Auditor

The Auditors. M/s B K Kapur & Company Chartered Accountants have been appointedas Statutory Auditors of the Company for a period of 5 years at the last annual generalmeeting held on 29th September 2014 subject to ratification of their appolnfrnenl bymembers at every annual general mealing. The shareholders at the ensuing annual generalmeeting will consider ratification of the appointment of Statutory Auditors As requiredunder clause '11 of Dating Agreement the Auditors have confirmed that they hold a validcerticatte issued by Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualification Notes to Accounts and Auditorsremarks in their report are self -explanatory and there is only one remark in theAuditors’ Report regarding delay in PF payment.

Explanation to the remark in Statutory Auditors Report

The Directors submit their explanation to the remark made by the Statutory Auditors Inthen report for the year 2014 -15. The relevant remark and theirreply are as under;The Company deposited cheques of PF payment within stipulated time butthe banker of PF organisation delayed clearing cheques frorn the Companies Accounts

2 Cost Audit

The services provided by Company are not covered under cost audit and thereforepursuant to Section 148 of Companies Act 2013 with the Companies (Coat Records and Audit)Amendment Rules 2014 the Company is not required to maintain the cost audit records.

3 Secretarial Audit

Pursuant le the provisions of Section 204 of the Companies Act. 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s B. S GoyaI & Co a firm of Company Secretaries in practice toundertake -the Secretarial Audit of the Company The Report of the Secretarial Audit isannexed herewith as Annexure- IV.

Explanation to the qualification; In Secretarial Auditors' Report

The Directors submit their explanation to the qualifications made by the SecretarialAuditors In their report for the year 2014-15 The relevant Qualification and their replyare as under:

The Constitution of the Board was In line with the clause 49 of the listing agreementand as per eld Companies Act 1RS6. After enforcement of now Companion Act 2013 the boardwas reconstituted and Interpretation of the section 152(6) has taken differently by theBoard as per section 152(6)(a) the 2/3 Director of total Directorshould be liable to retire by rotation and further as per explanation in section 152(6) (e) total number of Director for the purpose of Subsection (6) ofSection 152 shall not include independent directors. The Company In the Board meeting heldon 23 07. 2015 has appointed Mr. Dhiraj Kumar Choudhary as Non executive additionaldirector to comply with Section 152(6).

4. Internal Audit & Controls

Mr. Gaurav Kumar has been appointed as interna! auditor of the Company at 23.06. 2014.During the year the Company continued to implement his suggestions- and recommendationsto improve the control environment. His scope of work includes review of processes torsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.

Conservation of Energy Technology absorption and Foreign Exchange Earning and Out doConservation of energy.

(a) Energy conservation has been an important thrust area for the Company. The adoptionof energy conservation measures has helped the Company In reduction of cost and reducedmachine down-time.

(b) Energy conservation is an ongoing process and new areas are continuously identifiedand suitable investments are made wherever necessary

(c) Various on-poino measures for conservation of energy include (i) use of energyefficient lighting and better use of natural lighting (ii) reduction of energy loss and(iii) replacement of outdated energy intensive equipment. But Company has not made any bigInvestment for this purpose since the Company suspended its Manufacturing Activities.

Technology absorption

(1) During the year 2014- 15 required minor effort has been taken for technologyabsorption

(2) No absorption of imported technology has been taken place during year 2014-15.

(3) No expenses incurred for Research and Development during financial year 2014-15

Foreign Exchange Earning and Out go

Particulars with regard to foreign exchange earnings & outgo appear in point 22 ofnotes to account.

Foreign exchange earning is Rs. 42 62 258 and outgo is nil.


Not applicable

''as the Company has not any woman employee. during the year under review. There hasbeen no need to frame any Sexual Harassment Committee and Policy.

Extract of Annual Return

The details forming part of the extract of the Annual Return In form MGT-9 Is annexedherewith as "Annexure - II"

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

Mr. Pardeep Kumar Company Secretary of Company has resigned with effect from 18th May.2015 and Ms. Pratima Agarwal has been appointed as Company Secretary with effect from 18thMay 2015. Mr Dhiraj Kumar Choudhary has been appointed as Additional Director of theCompany with effect from 23'" July. 2015.

Corporate Governance

The Company has taken all required steps for good corporate governance in the CompanyThe detail of steps taken is given in report on Corporate Governance which is annexedherewith as "Annexure -v

Statement Concerning Development And implementation Of Risk Management Policy Of TheCompany

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal

Details of Policy Developed And Implemented By The Company On Its Corporate SocialResponsibility Initiatives

The Company has not developed and Implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.


Employee relations continued to be cordial throughout the year in the Company. YourDirectors express their appreciation for the contribution made by the employees to theoperations of the Company during the year.

Details of significant and material orders passed by the regulators or courts ortribunals Impacting the going concern status and company's operations in future

There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations

Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2015.

Particulars of Employees

The Provision of Rule (2). & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration In excess of Rs. SO lacs per year to be disclosed in the Report of the Boardof Directors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs. 60 lacs during the financial year 2014-15.


Your Directors convey their sincere thanks to the various agencies of the CentralGovernment. Stale Governments Banks and other concerned agencies for all the help andcooperation extended to the Company. The Directors also deeply acknowledge the trust andconfidence the shareholders and investors have placed in the Company Your Directors alsorecord their appreciation for the dedicated services rendered by the workers staff andofficers of the Company

For and on behalf of Board of Directors
Sd/- Sd/-
Place; Noida Naresh K Chibba Dhiraj Kumar Choudhary
Date - 13. 08. 2015 Managing Director Director

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