You are here » Home » Companies » Company Overview » Continental Controls Ltd

Continental Controls Ltd.

BSE: 531460 Sector: Engineering
NSE: N.A. ISIN Code: INE545B01022
BSE LIVE 14:52 | 09 Dec 6.72 0.20
(3.07%)
OPEN

6.52

HIGH

6.72

LOW

6.46

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 6.52
PREVIOUS CLOSE 6.52
VOLUME 1200
52-Week high 6.77
52-Week low 2.11
P/E 18.67
Mkt Cap.(Rs cr) 4.14
Buy Price 6.48
Buy Qty 150.00
Sell Price 6.84
Sell Qty 1900.00
OPEN 6.52
CLOSE 6.52
VOLUME 1200
52-Week high 6.77
52-Week low 2.11
P/E 18.67
Mkt Cap.(Rs cr) 4.14
Buy Price 6.48
Buy Qty 150.00
Sell Price 6.84
Sell Qty 1900.00

Continental Controls Ltd. (CONTCONTROLS) - Director Report

Company director report

To

The Members

Your Directors presents their 21 st Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended 31 st March 2016.

STATE OF COMPANY’S AFFAIRS:

Your Company is in the business of sales and service of Thermal Overload Protector. Ithas a worldwide network single sales office a warehouse and a workforce of over 30people that sell a single product to about 30 customers in India and Abroad.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)

Particulars

Standalone

March 2016 March 2015
Income From Operations 481.54 437.58
Other Income 2.32 3.79
Total Income 483.87 441.37
Profit/(Loss) Before Interest Depreciation Tax and Exceptional Items 59.25 40.08
Less:- Interest Expenses (2.17) (8.97)
Less:- Depreciation (34.17) (82.18)
Less:- Exceptional Items
Profit/(Loss) Before Tax 22.90 (51.07)
Less:- Provision For Taxation 3.03 (15.46)
Net Profit/(Loss) After Tax 19.89 (35.62)

During the financial year 2015-16 the total income increased by 10.05% to Rs.481.54lacs as compared to previous year's total income of Rs. 441.37 lacs. There is a profitbefore tax of Rs. 22.90 lacs as compared to loss before tax of Rs. 51.07 lacs in theprevious year since Income from operation is increased to 481.54 lacs as compared to theprevious year's Income is 437.58 lacs.

DIVIDEND AND BOOK CLOSURE

The Board of Directors does not recommend dividend on equity shares for the currentfinancial year.

The register of members and share transfer books will remain close from 10th July 2016to 19th July 2016 (both days inclusive) for the 21 st Annual General Meeting of theCompany scheduled to be convened on 20th July 2016 at Poush Krishna Gardens MaljipadaOpp. Crown Petrol Pump Ahmedabad Highway Taluka Vasai (East) Dist. Thane-401 210.

FINANCIAL SITUATION Reserves & Surplus

As at 31st March 2016 Reserves and Surplus amounted to Rs. 107.04 lacs as compared toRs. 94.06 lacs of previous year.

Long Term Borrowings

There has been a no change in the Long Term Borrowings as Rs.0.00 in the currentfinancial year as compared to Rs.0.00 lacs during the previous year.

Short Term Borrowings

The Short Term Borrowings have also decreased to Rs.0.00 lacs in the year under reviewas compared to Rs. 32.95 lacs in the previous year.

Fixed Asset

Net Fixed Assets as at 31 st March 2016 has decreased to Rs. 197.14 lacs as comparedto Rs. 199.93 lacs in the previous year.

Investments

The Company has not made any investment in the current period under review.

SHARES CAPITAL

During the year there is no change in share capital of the Company.

MEETINGS BOARD OF DIRECTORS

The Board normally meets once in a quarter and additional meetings are held as and whenrequired. During the year the Board of Directors met 4 times i.e. on 28th May 201513thAugust 201510th November 2015 and 11th February 2016. The dates of Board Meetings weregenerally decided in advance with adequate notice to all Board Members.

APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL(KMP):

During the year:

Mr. Amit Thakkar is retiring by rotation and being eligible offers himself forreappointment.

INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from Mr. Pradip C. Gaglani Mr. Kanaiyalal S. Thakker Mr. Flaresh S.Thakker and Mrs. Keta R. Poojara Independent Directors confirming that they meet thecriteria of independence as specified in Section 149(6) of the Act.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THECOMPANIES ACT 2013.

The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.

AUDIT COMMITTEE

The Company has an Independent Audit Committee comprising of 5 (Four) IndependentDirectors and 1 (one) Executive Director. Mr. Pradip C. Gaglani Mr. Kanaiyalal S.Thakker Mr. Flaresh S. Thakker Mrs. Keta R. Poojara and Mr. Navin Thakkar ManagingDirector of the Company are Members of the Committee. All the members of the AuditCommittee are financially literate. In view of their professional qualification andexperience in finance all are considered to have financial management and accountingrelated expertise. Terms of reference of the Audit committee are elaborated in theCorporate Governance report which forms the part of this Annual Report.

EVALUATION OF PERFORMANCE OF BOARD

During the year a separate Meeting of Independent Directors of the Company was held on28th March 2016 which was attended by all the Independent Directors to discuss andreview the self-assessment of Directors Board and Committees thereof and also assess thequality content and timeliness of flow of information between the Management and theBoard.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended 31 st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best Corporate Governance Practices as prevalent globally.

In compliance with Regulation 17 to 27 of the Securities and Exchange Board Of India(Listing Obligations And Disclosure Requirements) Regulations 2015 entered into with theStock Exchanges a Report on the Corporate Governance along with the certificate from theStatutory Auditors of the Company on compliance with the provisions of the said Clause isannexed and forms part of the Annual Report.

LOANS MADE GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY.

Particulars of loans made guarantees given or investments in securities by the Companyare provided in the Note 13 of notes to the Financial Statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORMALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT.

During the year there was no related party transactions of material nature that mayhave a potential conflict with interests of the Company all transactions with relatedparties were in the normal course of business. On recommendation of Audit Committee theBoard ratifies all the related party transactions on quarterly basis. The details of thetransaction is annexed herewith as ‘ Annexure- F in the prescribed form AOC-2

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARN INGS AND OUTGO

Energy conservation dictates how efficiently a company can conduct its operations. CCLhas recognized the importance of energy conservation in decreasing the deleterious effectsof global warming and climate change. The Company has undertaken various energy efficientpractices that have reduced the growth in carbon di-oxide (C02) emissions and strengthenedthe Company’s commitment towards becoming an environment friendly organisation. Adedicated ‘Energy Cell’ is focusing on energy management and closely monitorenergy consumption pattern across all manufacturing sites. Periodic energy audits areconducted to improve energy performance and benchmark with other international refineriesand petrochemicals sites

CCL Focuses on (i) new products processes and catalyst development to support existingbusiness and create breakthrough technologies for new businesses (ii) advanced troubleshooting and (iii) support to capital projects and profit and reliability improvementsin manufacturing plants.

CCL has only Domestic Clients Hence Company’s Export Earning and outgoing is NIL

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments has been done my management affectingthe financial position of the Company between the end of the financial year of the companyto which the financial statements relates and the date of the report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure II to thisReport.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10))

The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behaviour. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted "Whistle Blower Policy and VigilMechanism"

The organization’s internal controls and operating procedures are intended todetect and prevent improper activities. In this regard the Company believes in developinga culture where it is safe for all the Directors/Employees to raise concerns about anypoor or unacceptable practice and any event of misconduct. These help to strengthen andpromote ethical practices and ethical treatment of all those who work in and with theorganization.

The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters / dealingswithin the group which have a negative bearing on the organisation either financially orotherwise.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION(SECTION 197(12))

Details pertaining to remuneration as required under section 197(12) of the Companiesact 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014 are provided in ‘ Annexure-IIT to the Board’s Report.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES

Disclosures pertaining to remuneration to directors and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.

Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the board of directors do hereby declare that:

(i) No any employee throughout the financial year was in receipt of remuneration forthat year which in the aggregate was not less than sixty lakh rupees;

(ii) No any employee for a part of the financial year was in receipt of remunerationfor any part of that year at a rate which in the aggregate was not less than five lakhrupees per month;

(iii) No any employee throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.

SUBSIDIARY COMPANIES

The Company has no subsidiary companies and hence company does not need to makedisclosure of contracts or arrangements or transactions not at arm’s length basis.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34(3) and 53 (f) of the Securities and Exchange Board Of India(Listing Obligations And Disclosure Requirements) Regulations 2015 with the StockExchanges in India is presented in a separate section forming part of the Annual Report.

SECRETARIALAUDIT

Pursuant to Section 204 of the Companies Act 2013 and rules amendments made thereunder Mr. Shravan A Gupta Practising Company Secretary was appointed to conduct thesecretarial audit of our company for FY 2015-16. The Secretarial Audit report is givenseparately under Annexure IV. There are no qualifications or observations or other remarksmade by the Secretarial Auditor on the audit conducted by him in his Report.

STATUTORYAUDITOR

The Auditors M/s D. Kothary & Co Chartered Accountants having registrationnumber FRN No. 105335 W were appointed as Statutory Auditors of your Company at the 19thAnnual General Meeting held on September 302014 for a term of three consecutive years. Asper the provisions of Section 139 of the Companies Act 2013 the appointment of Auditorsis required to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

HUMAN RESOURCES

Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch offices (including Subsidiary companies) spread across the country. The Companystrives to inculcate the culture where its employees are motivated and their performanceis aligned with values. Company has achieved this present level of excellence through thecommitment and dedication exhibited by its employees. The focus on improving productivityand adoption of best practices in every area are being pursued relentlessly. Efforts foractive participation nurturing creativity and innovation and ensuring a climate ofsynergy and enthusiasm have been at the core of Human Resource initiatives andinterventions.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your Company has adequate internal financial control and adopted Internal FinancialControl Policy in order to maintain confidentiality of price sensitive information andinternal financial control.

RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 152014.

The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network.

Head of Departments shall be responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard and Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS INFUTURE

There were no significant and material orders passed by the regulators and/or courts ortribunals during the year. POLICY FOR SEXUAL HARRASMENT

The Company has always been committed to provide a safe and dignified work environmentfor its employees which is free of discrimination intimidation and abuse. The Company hasadopted a Policy for Prevention of Sexual Harassment of Women at Workplace under theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 ("Act"). The objective of this policy is to provideprotection against sexual harassment of women at workplace and for redressal of complaintsof any such harassment. The Company has also constituted an Internal Complaints Committeeto redress the complaints received under this policy.

The following is a summary of sexual harassment complaints received and disposed-offduring the year under review:

- No of complaints received: Nil

- No of complaints disposed-off: NA

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners / associates at all levels.

Place : Mumbai By Order of the Board
Date : 30th May; 2016 Sd/-
Registered Office: Navin G. Thakkar
Gala No. 202 Krishna House Chairman & Managing Director
ShaileshUdhyog Nagar (DIN : 00251210)
Opp. Nicholas Garage Sativali Road
Waliv Vasai (East)
Dist. Thane- 401208.

ANNEXUREI Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts)

Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name (s) of the related party and nature of relation ship (b) Nat ure of contrac ts/arran gement s/transa ctions (c) Duration of the contracts / arrangeme nts/transac tions (d) Salient terms of the contracts or arrangements or transactions including the value if any (e) Justification for entering into such contracts or arrangements or transactions (f) date(s) of approval by the Board (g) Amount paid as advances if any: (h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188
Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis

(a) Name(s) of the related party and nature of relationship (b) Nature of contracts/ arrangements/ transactions (c) Duration of the contracts/ arrangements/ transactions (d) Salient terms of the contracts or arrangements or transactions including the value if any (e) Date(s) of approval by the Board if any: (f) Amount paid as advances if any:
New Krishna Metal Arts' Rent Expenses 2015-16 N.A 04th July 2011 NIL
Amit Thakkar Loan & Advance payable 2015-16 N.A 01st July 2015 NIL
Navin Thakkar Loan & Advance payable 2015-16 N.A 01st July 2015 NIL

Annexure II Form No. MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31.03.2016

(Pursuant to section 92(3) of The Companies Act 2013 and rule 12(1) of The Companies(Management and Administration) Rules. 2014]

I.REGISTRATION AND OTHER DETAILS:

I. REGISTRATION AND OTHER DETAILS:

i CIN L31909MH1995PLC086040
ii. Registration Date 02/03/1995
iii. Name of the Company CONTINENTAL CONTROLS LIMITED
iv. Category/Sub-Category of the Company Company Limited by Shares/ Indian Non- Govt Company
v. Address of the Registered office and contact details GALA NO.202 KRISHNA HOUSE SHAILESH UDYOG NAGAR OPP. NICHOLAS GARAGE SATIVALI ROAD WALIV VASAI (E) THANE 401208
vi. Whether listed company Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any Purva Share Registry (I) Pvt. Ltd. 9 Shiv Shakti Industrial Estate J. R. Boricha Marg
Opp. Kasturba Hospital Lower Parel
Mumbai-400011
Tel: 23018261/6761 Fax: 23012517

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Name and Description of main products/ services NIC Code of the Product/ Service % to total turnover of the Company
Thermal Overload Protector 28129 99.26%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name and address of the Company CIN/GLN Holding/ Subsidiary /Associate % of

shares held

Applicable

Section

N. A. N. A. N. A. N. A. N. A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change

A. Promoter Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares during the year
1) Indian
a) Individual/ HUF 450372 159235 609607 13.79 450372 159235 609607 13.79 0
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp 0 0 0 0 0 0 0 0 0
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any Other 0 0 0 0 0 0 0 0 0
Sub-total(A)(l):- 450372 159235 609607 13.79 450372 159235 609607 13.79 0
2) Foreign
g) NRIs-Individuals 0 0 0 0 0 0 0 0 0
h) Other-Individuals 0 0 0 0 0 0 0 0 0
i) Bodies Corp. 0 0 0 0 0 0 0 0 0
j) Banks / FI 0 0 0 0 0 0 0 0 0
k) Any Other.... 0 0 0 0 0 0 0 0 0 '
Sub-total(A)(2):- 0 0 0 0 0 0 0 0 0
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 13926 0 13926 0.31 13926 0 13926 0.31 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 . 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) Fils 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total(B)(l) 13926 0 13926 0.31 13926 0 13926 0.31 0

 

2. Non Institutions
a) Bodies C’orp.
(i) Indian . 903423 28400 931823 21.08 890519 28400 918919 20.78 0.30
(ii) Overseas
b) Individuals
(i) individual shareholders holding nominal share capital up to Rs. 1 lakh 1519353 376042 1895395 42.87 1492660 372142 1864802 42.18 0.69
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 892377 13850 906227 20.50 915912 13850 929762 21.03 -0.53
c) Others (Specify) 0 0 0 0 0 0 0 0 0
d) NRI (Repat & Non) 6509 2600 9109 0.21 1893 2600 4493 0.10 0.11
e) HUF 54919 0 54919 1.24 76703 0 76703 1.73 -0.49
f) Clearing Members 250 0 250 0.01 3044 . 0 3044 0.07 -0.06
Sub-total(B)(2) 3376831 420892 3797723 85.90 3380731 416992 3797723 85.90 0
Total Public Shareholding (B)=(B)(1)+ (B)(2) 3390757 420892 3811649 86.21 3394657 416992 3811649 86.21 0
C. Shares held by Custodian for GDRs & ADRs Grand
Total (A+B+C) 3841129 580127 4421256 100.00 3845029 576227 4421256 100.00 N.A.

ii. Shareholding of Promoters

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1. Navin G Thakkar 280119 6.34 0 280119 6.34
2. Sarojben Thakkar 170353 3.85 0 170353 3.85
3. Sameer N Thakkar 159085 3.60 0 159085 3.60
4. Navin G Thakkar HUF 50 0.00 0 50 0.00
Total 609607 13.79 609607 13.79

iii. Change in Promoters’ Shareholding (please specify if there is no change)

Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

1. Navin G Thakkar No. of Shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year No Change No Change No Change No Change
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons No Change No Change No Change No Change
At the End of the year No Change No Change No Change No Change
2 Sarojben N Thakkar
At the beginning of the year No Change No Change No Change No Change
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease No Change No Change No Change No Change
At the End of the year No Change No Change No Change No Change
3 Sameer N Thakkar No Change No Change No Change No Change
4 Saroj N thakkar No Change No Change No Change No Change
5 Navin G Thakkar No Change No Change No Change No Change

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year N.A N.A N.A N.A
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
Total (i+ii+iii) N.A N.A N.A N.A
Change in Indebtedness during the financial year N.A N.A N.A N.A
- Addition
- Reduction
Net Change N.A N.A N.A N.A
Indebtedness at the end of the financial year N.A N.A N.A N.A
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) N.A N.A N.A N.A

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
1. Gross salary Navin Thakkar Amit Thakkar
(a) Salary as per provisions containedinsection 17(1) of the Income-tax Act 1961 300000 600000 900000
(b) Value of perquisites u/sl7(2)Income-taxAct 1961
(c) Profits in lieu of salary undersection 17(3) Income- tax Act 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as% of profit
- others specify...
5. Others please specify
6. Total(A)
Ceiling as per the Act

B. Remuneration to other directors:

SI. Particulars of Remuneration No. Name of MD/WTD/ Manager Total Amount
Independent Directors Mr. Pradeep Gaglani
• Fee for attending board committee meetings 72000 72000
• Commission
• Others please specify '
Total(l)
Other Non-Executive Directors
• Fee for attending board committee meetings
• Commission
• Others pleases specify
Total(2)
Total(B)=(l+2)
Total Managerial Remuneration 72000 72000
Overall Ceiling as per the Act

C. Remuneration to Kev Managerial Personnel Other Than MD/ManagerAVTD

Particulars of Remuneration Key Managerial Personnel
CEO Company

Secretary

CFO Total
1. Gross salary N.A N.A N.A N.A
(a) Salary as per provisions contained in section 17(1)of the Income-tax Act 1961
(b) Value of perquisites u/sl7(2)Income-taxAct1961
(c) Profits in lieu of salary

under section 17(3) Income-taxAct1961

2. Stock Option N.A N.A N.A N.A
3. Sweat Equity N.A N.A N.A N.A
4. Commission- as % of profit -others specify... N.A N.A N.A N.A
5. Others please specify N.A N.A N.A N.A
6. Total N.A N.A N.A N.A

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD/ NCLT / COURT] Appeal made if any (give Details)
A. COMPANY
Penalty N.A N.A N.A N.A N.A
Punishment N.A N.A N.A N.A N.A
Compounding N.A N.A N.A N.A N.A
B. DIRECTORS
Penalty N.A N.A N.A N.A N.A
Punishment N.A N.A N.A N.A N.A
Compounding N.A N.A N.A N.A N.A
C. OTHER OFFICERS IN DEFAULT
Penalty N.A N.A N.A N.A N.A
Punishment N.A N.A N.A N.A N.A
Compounding N.A N.A N.A N.A N.A

ANNEXURE III

Information as per Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

(i) Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year

a) Whole Time Directors

Employee Median = 225000

Director Remuneration paid to Whole Time Director in FY 2015-16 (Rs.) Ratio of Wtd Directors Remuneration to MRE*
Mr. Navin Thakkhar 300000 1.33
Mr. Amit Thakkar 600000 2.67

*Median Remuneration of Employees (MRE) for FY 2015-16 is Rs. 225000 (as per no. ofemployees and remuneration on 31 st March 2016)

b) Independent Directors

No remuneration was paid to Non Executive and Independent Directors of the Companyexcept for the Sitting fees. Details of the Sitting fees paid during the year is asfollows:

Name Sitting Fees Paid
Mr. Pradip Chhotalal Gaglani 72000
Mr. Kanaiyalal Shantilal Thakker
Mr. Hareshkumar Shantilal Thakker
Mr. Keta Rajesh Poojara

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule

No.9 of the Companies (Appointment and Remuneration Personnel)

Rules 2014]

To

The Board of Directors

M/s. Continental Controls Limited

CIN: L31909MH1995PLC086040

Gala No. 202 Krishna House ShaileshUdyogNagar

OPP. Nicholas Garage Sativali Road Waliv Vasai (E)

Thane -401208.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Continental ControlsLimited (hereinafter called the "company"). Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subj ect to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Company for the financial year ended on 31 st March 2016 accordingto the provisions of:

(i) The Companies Act 2013 and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the applicable rules and regulationsmade thereunder;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBIAct’);

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; Not Applicable

.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009- Not

Applicable

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998- Not Applicable

(vi) The laws as are applicable specifically to the Company are as under:

a) The Companies Act 2013

b) The Payment of Gratuity Act 1987

c) The SEBI Act 1992

d) Listing Agreement

e) The Payment of Wages Act 1936

f) The SEBI (Prohibition of insider trading) Regulations2015

g) The Contract Act 1872

h) The Income Tax Act 1961

i) The Central Sales Tax 1956

j) Service Tax (Chapter V of finance Act 1994) '

k) The Employee State Insurance Act 1948

l) The Environment (Protection) Act 1986

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with BSE Listed and NationalStock Exchange Limited

(iii) The Company has no subsidiary companies during the period under review.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

I Further report that during the year under review:

The status of the Company during the financial year has been that of a Listed PublicCompany.

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Companies Act 2013.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda are sent at least seven days in advance a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. Majority decision is carriedthrough while the dissenting members’ views are captured and recorded as part of theminutes.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that the Company has complied with the provisions of the Act andRules made under the Act no changes carried out during the period under review:

I Further Report that:

a) The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the code ofBusiness Conduct & Ethics for Directors and Management Personnel.

b) The Directors have complied with the requirements as to disclosure of interests andconcerns in contracts and arrangements shareholdings/debenture holdings and directorshipsin other companies and interests in other entities.

c) The company has advanced loans given guarantees and provided securities todirectors and/or persons or firms or companies in which directors were interested and hascomplied with the provisions of the Companies Act 2013- NotApplicable

d) The Company has made loans and investments; or given guarantees or providedsecurities to other business entities and has complied with the provisions of theCompanies Act 2013 and any other statutes as may be applicable.--Not Applicable

e) The amount borrowed by the Company from its directors members bank(s)/ financialinstitution(s) and others were within the borrowing limits of the Company. Such borrowingswere made by the Company in compliance with applicable laws.

f) The Company has not defaulted in the repayment of public deposits unsecured loansand debentures facilities granted by bank(s)/financial institution(s) and non-bankingfinancial companies.

g) The Company has created modified or satisfied charges on the assets of the companyand complied with the applicable laws.

h) All registrations under the various state and local laws as applicable to thecompany are valid as on the date of report.

i) The Company has issued and allotted the securities to the persons-entitled theretoand has also issued letters and certificates thereof as applicable to the concernedpersons its shares within the stipulated time in compliance with the provisions of theCompanies Act 2013 and other relevant statutes during the period under review.

j) The Company has not declared dividends to its shareholders due to working capitalrequirement during the period under review

k) The Company has credited and paid to the Investor Education and Protection Fundwithin the stipulated time all the unpaid dividends repayment of principal and intereston debentures repayment of principal and interest on fixed deposits as required to be socredited to the Fund during the period under review - Not Applicable as no dividendsdeclare

l) The Company has paid all its Statutory dues during the period under review.

m) The Company has complied with the provisions of the Listing Agreement during theperiod under review.

Shravan A. Gupta & Associates

Practicing Company Secretary

Sd/-

ShravanA. Gupta

ACS: 27484 CP: 9990

Place : Mumbai

Date : 30th May 2016

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard