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Continental Chemicals Ltd.

BSE: 506935 Sector: Consumer
NSE: N.A. ISIN Code: INE423K01015
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OPEN 4.39
PREVIOUS CLOSE 4.19
VOLUME 100
52-Week high 4.41
52-Week low 4.19
P/E 10.98
Mkt Cap.(Rs cr) 0
Buy Price 4.39
Buy Qty 900.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.39
CLOSE 4.19
VOLUME 100
52-Week high 4.41
52-Week low 4.19
P/E 10.98
Mkt Cap.(Rs cr) 0
Buy Price 4.39
Buy Qty 900.00
Sell Price 0.00
Sell Qty 0.00

Continental Chemicals Ltd. (CONTCHEMICALS) - Director Report

Company director report

To

The Members

Your Directors have immense pleasure in presenting their 31st Annual Reporton the business and operations of the Company and the accounts for the Financial Yearended March 31 2016.

Financial Results

The highlights of financial results are as under:

2015-16 2014-15
Revenue from operations & other income 9542921 9282809
Operating Profit (EBIDT) 2283722 2764199
Finance Cost 92992 176740
Gross Profit (PBD) 2190730 2587459
Depreciation & amortization 685112 1053337
Profit before tax 1505618 1534122
Tax Expense:
- Current Tax (net) 286895
- MAT Credit entitlement 286895
Deferred Tax (170385) 400065
- Previous year Taxes - (4840)
Profit After Tax 1335233 1929347

Dividend

Company has not declared any dividend for the year ended March 31 2016.

OPERATIONS

The company is in the business of sale purchase and licensing of Software within andoutside India. Company has many new projects to expand its business in the coming years.During the year under review the revenue from operations increased to Rs. 49 08946 asagainst Rs. 4268473 in previous year. The EBIDTA recorded for the year declined duringthe year to Rs. 2283722 as against Rs. 2764199 of previous year. The net profit alsodecreased to Rs. 1335233 as against net profit of Rs. 1929347 in previous year.

Reserves

Company has transferred Rs. 1335233 to the reserve account.

Finance

1. Share Capital

The paid up equity share capital as on 31 March 2016 was Rs. 9990000.There was nopublic issue rights issue bonus issue or preferential issue etc. during the year underreview. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.

2. Deposit

The Company has not accepted any deposit under section 73 of the Companies 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 Section186 of the Companies Act 2013.

Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act 2013 and Listing Regulation 2015 theCompany has formulated a Whistle Blower Policy to establish a vigil mechanism fordirectors and employee of the Company. The Purpose and objective of this policy is toprovide a framework to promote responsible and secure whistle blowing. It protects theemployees wishing to raise concern about serious irregularities within the Company. Thedetail of Whistle Blower Policy are explained in the Corporate Governance Report and alsoposted on the website of the Company.

Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2016 as Annexure I.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - II ".

Significant and Material Orders Passed by the Regulators or Courts

Your Company has received an order of Central Excise & Service Tax AppellateTribunal in favour of the Company for approving the refund in a long pending case.

Change in The Nature of Business

There was no change in the nature of business of the company during the financial yearunder review

Directors and Key Managarial Personnel

CONTINENTAL CHEMICALS LTD

1. Appointment

During the year Mr. Dhiraj Kumar Choudhary has been appointed as additional directorw.e.f. 23.07.2015 and his appointment has been also confirmed as director in the adjournedAGM held on 29th September 2015. Ms. Sunaina Chibba has been reappointed asdirector who was eligible to retire by rotation in last AGM.

During the year Ms. Pratima Agarwal has been appointed as company Secretary in placeof Mr. Pardeep Kumar who resigned with effect from 18.05.2015.

Further Mr. Urminder Singh (Chief Financial Officer) has been resigned w.e.f. 5/10/15and Mr. Ram kumar has been appointed as Chief Financial Officer with effect from12.02.2016.

2. Retire by Rotation

In accordance with provision of Companies Act 2013 and Articles of Association of theCompany Mr. Dhiraj Kumar Choudhary Director liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.

3. Meetings

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. During the year 11 Board Meetings and 7 Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report.

4. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and StakeholderRelationship Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

5. Declaration by an Independent Director(s)

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

6. Managerial Remuneration

Detail of all elements of remuneration paid to all Directors are given in the CorporateGovernance Report.

Detail of particulars pursuant to section 197 (12) of the Companies Act 2013 read withrules of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 are annexed as Annexure –III.

7. Nomination and Remuneration Policy

The Board has on recommendation of the Nomination and Remuneration Committee framed aPolicy for selection appointment and remuneration of Directors and Key ManagerialPersonnel. More detail of the same is given in the Corporate Governance Report.

Details of Subsidiary/Joint ventures/ Associate Companies

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

Particulars of Employees

The Section 197 (12) of Companies Act 2013 read with provision of Rule 5(2) (3) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 requiringparticulars of the employees. All required applicable details under The Section 197 (12)of Companies Act 2013 read with provision of Rule 5 of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 has been attached with the board reportas Annexure III.

Related Party Transaction

The Company has an agreement with a related party for securing business from abroad andthe shareholders of the company approved it. All related party transaction held during theyear was approved and reviewed by the audit committee as per the provisions of listingagreement and Companies Act 2013 and in compliance of the approval provided by theshareholders. The details of the related party transactions are provided in Annexure IV.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3) (c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies’ have been selected and applied consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2016 and of theprofit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for 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 financialcontrols were 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.

Corporate Governance

A Report on Corporate Governance is annexed herewith as "Annexure – V".

Auditors

• 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 29th annualgeneral meeting held on 29th September 2014 and Shareholders also ratified hisappointment in last Adjourned AGM held on 29th September 2015. The shareholdersat the ensuing annual general meeting will consider ratification of the appointment ofStatutory Auditors. As required under Regulation 33 of SEBI(Listing Obligations andDisclosure Requirements)

Regulations 2015 the Auditors have confirmed that they hold a valid certificateissued by Peer Review Board of the Institute of Chartered Accountants of India. TheAuditors’ Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

• 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 (Cost Records and Audit)Amendment Rules 2014 the Company is not required to maintain the cost audit records.

• Secretarial Audit

Pursuant to 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. Goyal & 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-VI.

The secretarial audit Report does not contain any qualification. Notes toAccounts and Auditors remarks in their report are self-explanatory and do not call for anyfurther comments.

4. Internal Audit & Controls

Mr. Dhiraj Kumar Choudhary has been appointed as internal auditor of the Company.During the year the Company continued to implement his suggestions and recommendations toimprove the control environment. His scope of work includes review of processes forsafeguarding 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 goConservation 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 arecontinuously identified and suitable investments are made wherever necessary. (c) Variouson-going measures for conservation of energy include (i) use of energy efficient lightingand better use of natural lighting (ii) reduction of energy loss and (iii) replacementof outdated energy intensive equipment But Company has not made any big investment forthis purpose.

Technology absorption

(1) During the year 2015-16 no effort has been taken for technology absorption. (2) Noabsorption of imported technology has been taken place during year 2015-16. (3) Noexpenses incurred for Research and Development during financial year 2015-16.

Foreign Exchange Earning and Out go

Particulars with regard to foreign exchange earnings & outgo is mentioned in notesto account attached as part of Annual Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

As the no. of employees in the company is less than 10 so as per section 6(1) of THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013company is not required to constitute a Internal Complaint Committee. During the yearCompany has not received any complaint of harassment.

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

The Company has received a cheque of Rs 1062136 from Excise department in honour ofthe order of CESTAT which has encashed in your company bank account.

Personnel

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

The Company has received an order in its favour from CESTAT in a long pending excisecase. In pursuant to such order the excise department released refund of Rs. 1062136 infavour of your Company.

Risk Management Policy:

The Risk management policy of your Company formulated and approved by the Board statesthe Company’s approach to address uncertainties in its endeavors to achieve itsstated and implicit objectives. It prescribes the roles and responsibilities of variousstakeholders within your Company the structure for managing risks and the framework forrisk management. This policy and the Internal Financial Controls comprehensively addressthe key strategic/business risks and operational risks respectively.

Corporate Social Responsibility (CSR)

The concept of Corporate Social Responsibility is not applicable to the Company undersection 135 of the Companies Act 2013.

Acknowledgement

Your Directors convey their sincere thanks to the various agencies of the CentralGovernment State 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 : 25.08.2016 Managing Director Director

Annexure - III

PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OFTHE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

(i) The ratio of the remuneration of each director to the median employee’sremuneration for the financial year and such other details as prescribed is as givenbelow:

Name Ratio
Pradeep Kumar Chopra (Chairman and Independent Director* N.A
Naresh Kumar Chibba (Managing Director) 3.90:1
Akshat Bhaskar (Independent Director)* N.A.
Sunaina Chibba (Director)* N.A
Dhiraj Kumar Choudhary (Director)* N.A

*No remuneration has been paid to director.

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Name Designation % Increase
Naresh Kumar Chibba* Managing Director Nil
Urminder Singh Chief Financial Officer 6%
Ram Kumar# N.A
Pardeep Kumar Company Secretary N.A.
Pratima Agarwal#

*There was no increase in remuneration of Shri Naresh Kumar Chibba during the financialyear 2015-16.

# Mr. Ram Kumar has taken the post of CFO from 12.2.2016 and Pratima Agarwal has joinedthe company from 11.05.2015

(iii) The percentage increase in the median remuneration of employees in the financialyear: NIL

(iv) There are three permanent employees on the rolls of company on 31stMarch 2016.

(v) The explanation on the relationship between average increase in remuneration andCompany performance: There is no increase in the salary during last year except CFO salarywhich is minor as 6% only while the turnover of the company increased to 9542921 from9282809.

(vi)Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the Company: There is no increase in the salary of any KMP except CFOsalary which is minor as 6% only while the turnover of the company increased to 9542921from 9282809.

(vii) Variations in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase or decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer: Thiscomparison is not possible as the stocks of the company was suspended from the trading inthe previous year and reinstatement for trading in year 2015-16 only so no previous yeardata is available for comparison and during the year only one trade of 50 shares held atthe price of Rs. 4 while last public offer price of Company was Rs. 10.

(viii)Average percentile increase already made in the salaries of employees other thanthe managerial personnel Rsin the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and anyexceptional circumstances for increase in the managerial remuneration: There is only oneWhole Time Director i.e. Managing Director. There was no change in the remuneration

(ix) Comparison of the each remuneration of the KMP against the performance of theCompany:

Name Post Remuneration of the of KMP Performance of the Company – PAT as on 31st March 2016 (Rs.)
Naresh Kumar Chibba Managing Director 1239853 1335233
Urminder Singh Chief Financial Officer# 155467
Ram kumar 40517
195984
Pardeep Kumar Company Secretary** 11733
Pratima Agarwal 218339
230072

# Mr. Urminder resigned from the company 5.10.2015. The salary is related to the periodfrom 1.4.15 to 5.10.2015. Mr. Ram Kumar appointed as CFO of the company w.e.f 12.02.2016and the salary mentioned above is related to the period after 12.02.2016. *Pardeep kumarresigned and Ms. Pratima Agarwal joined as Company Secretary w.e.f. 18.05.2015. The salaryis related to that period only

(x) The key parameters for any variable component of remuneration availed by thedirectors: There is no variable component in the remuneration of Shri Naresh Kumar ChibbaManaging Director. Only Mr. Akshat Baskar Independent Director of the company getsitting fee of Rs. 2400/-. During the year under review no other director has taken anysalary or remuneration from the company.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: During the year there is no employee whose salary is more thanhighest paid director.

(xii) If remuneration is as per the remuneration policy of the company: Yes

(xiii) None of the employee was in recipt of remuneration in excess of Rs. 60 lacsduring the financial year 2015-16.

For and on behalf of the Board
Sd/- Sd/-
Place: Noida Naresh K Chibba Dhiraj Kumar Choudhary
Date:25.08.2016 Managing Director Director

Annexure - IV FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014. Form for Disclosureof particulars of contracts/arrangements entered into by the company with related partiesreferred to in sub section (1) of section 188 of the Companies Act 2013 including certainarms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship Interads E Communications Limited
b) Nature of contracts/ arrangements/ transaction Providing software service
c) Duration of the contracts/ arrangements/ transaction Till termination by either party
d) Salient terms of the contracts or arrangements or transaction including the value if any 60% to 85% of resale value of original values of the IECL contract with its client. Transaction of Rs. 4901446 held during the financial year 2015-16
e) Justification for entering into such contracts or arrangements or transactions’ To take business
f) Date of approval by the Board 8.10.2014
g) Amount paid as advances if any NIL
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 29.09.2014

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction
including the value if any
e) Date of approval by the Board
f) Amount paid as advances if any

 

For and on behalf of Board of Directors
Sd/- Sd/-
Place: Noida Naresh K Chibba Dhiraj Kumar Choudhary
Date : 25.08.2016 Managing Director Director