M/S CONTIL INDIA LIMITED VADODARA
Your Directors have pleasure in presenting their twenty second Annual Report togetherwith the Audited Accounts for the year ended 31 st March 2015
SUMMARY OF FINANCIAL PERFORMANCE
The summarized financial results are given below:
| || ||(Rs. in 000'') |
|PARTICULARS ||2014-15 ||2013-14 |
|Profit before e depreciation financial charges and taxes ||1 146 ||1029 |
|Less Depreciation ||63 ||85 |
|Financial charges ||0 ||0 |
|Profit before tax ||1063 ||944 |
|Current income tax (provision) ||204 ||1B0 |
|Deferred income tax ||(61) ||(4) |
|Profit for the year after tax ||920 ||769 |
|Add - balance of profit and loss B/f ||10521 ||9787 |
|APPROPRIATIONS: || || |
|Transfer to statutory reserve ||184 ||154 |
|Tax adjustment of earlier years ||0 ||119 |
|MAT Credit ||(179) ||0 |
|Depreciation Adjustment ||194 ||0 |
|Balance earned over to balance sheet ||11242 ||10521 |
|Book value (Rs per Share) ||14. 60 ||14. 30 |
OPERATIONS & STRATEGIC PLANNING
During the year your company as a part of the integration and globalization of thecorporate operations has embarked upon the expanded business of export of food andgrocery substances of verities of nature types size and quality to the scatteredcontinent of Canada and north America. The strategic plans of export has come to befructified by the visionary approach of your board of directors and strenuous efforts ofthe promoters and the exported foods and grocery are branded under the name ContiI andhave been enjoying a wide spread goodwill in the foreign countries. However the activitiesof NBFC is also continuing domestically well withiin the rules and regulations.
The Board of Directors are in the process of charting a strategic plan to export theproduct captioned above in the other errched territory of USA.
TRANSFER TO STAUTORY RESERVES
In terms of Section 45-lC of the RBI Act N BFCs are required to create a reserve fundand transfer therein a sum not less than twenty per cent of its net profit every year.Accordingly Rs. 1 83 960. 03 has been transferred to Statutory Reserve Account.
FUTURE BUSINESS PROSPECTS:
The business of your company however largely depended and influenced by theinternational status of the business economic conditions fiscal policies of the otherparticipating counties and other factors related to the domestic economy.
As reported the economic conditions of the other participating and importing countriesare either stagnant or subdued and keeping in the view the circumstantial limitation yourcompany with effective strategic planning in the export front may continue to post thesatisfactory results. If the business of export is expanded in the broad base territory ofUSA in addition to the Canadian territory the contribution to margin can be maintained inaddition to the earning of foreign exchange.
Keeping in view the conservation of financial resources The board of Directors of yourcompany deems it fit not to recommend the declaration of the dividend relating to thefinancial ended on 31st MARCH 2015.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the clause 49 of TheListing Agreement is included in this Report. Certain statements in the said Report may beforward looking. Many factors may affect the actual results and performance which could bedifferent from what the Directors envisage in terms of the future performance and outlook.
Retirement by rotation.
Mr. HIRALAL CONTRACTOR (Din 00353126) director retiring by rotation at ensuing annualgeneral meeting of the company under section 152(6) of the companies act 2013 and beingeligible offers himself for reappointment. Board recommends his appointment as a director.
Mrs. NIRANJANAH CONTRACTOR (Din 00353207) director retiring by rotation at ensuingarnuaI general meeting of the company under section 152(6) of the companies act 2013 andbeing eligible offers himself for reappointment. Board recommends his appointment as adirector
The Board based on nomination and remuneration committee's recommendation hadappointed Mr. AMIT NAGARSHE'H (DIN NO- 00377637) AND MR RAJIV CHOKHAWALA (DIN NO -00353274) have been appointed as independent di rectors for a period of 5 years in termsof the provisions of companes act 2013 and listing agreement.
The Board based on nomination and remuneration committee's recommendation The membersat the 20th arnual general meeting have approved the appointment of Mr AMITNAGARSHETH (DIN NO- 00377637) AND MR. RAJIV CHOKHAWALA (DlN NO - 00353274) as aindependent direc tors who are not liable to retire by rotation to hold office for theterms of 5 consecutive years from 27th September 2014 to 31st March 2019.
The company has received the declarations from all the independent directors of thecompany confirming that they meet the criteria of independent as prescribed under section149(6) of the companies' act 2013 and the clause 49 of the listing agreement.
SEPARAT MEETING OF THE INDEPENDENT DIRECTORS
The independent directors met on 30th May 2015 and evaluated The performance of nonindependent directors the board as a whole and The chairman of the company consideringthe view of other directors. Further details are available in the corporate governancereport.
Mrs. Niranjana H Contractor (Din - 00353207) is serving on the board as a Directorsince inception of the company in compliance with the provisions of Rule 3 of Companies(Appointment and Qualification of Director) Rules 2014
KEY MANAGERIAL PERSONAL
Mr. Krishna Contractor (DlN NO -00300342) Managing Director and Mr. Ashrat Bhindeofficer are the key managera personnel of the company under the provision of theCompanies Act 2013.
EVALUATION OF THE BOARD'S PERFORMANCE
The board has carried out an evaluation of his own performance and that of itsdirectors individually and its committees. The manner in which the evaluation has beencarried out is explained in the corporate governance report.
The company has also devised a policy on board diversity detailing the functionalstrategic and structural diversity of the board.
The company has adopted a remuneration policy of directors and senior managementpersonnel detailing inter alia the procedure for director appointment and remunerationincluding the criteria for determining qualification.
The policy ensures that (a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the directors of the qua lily require to runthe company successfully; (b) relationship of remuneration to the performance is clear andmeets appropriate performance benchmarks; and (c) remuneration to directors and keymanagerial personnel and senior management involves a balance fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goal. The policy has been approved by the nomination and remunerationcommittee and the board. The remuneration policy document as approved by the board isuploading on the company website.
M/s. R Indrajit & Associates Chartered Accountants Registration number (117488W)retiring at the conclusion of the ensuing annual general meefing and are eligible for reappointment. They have expressed their willingness to get reappointed as the statutoryauditor of the company and has furnished a certificate of their eligibility and consentunder section 141 of the companies act 2013 In terms of the listing agreement theauditors vide their letter dated 2nd SEPTEMBER 2015 have confirmed that they held a validcertificate issued by the peer review board of the ICAI.
The members are requested fo ratify the appointment of M/s. P Indrajit &Associates Chartered Accountants Registration number (117488W). As a statutory auditor ofthe company.
The auditors" report for the year ended 31st March 2015 are free from anyqualification reservation or adverse remarks and hence donot call for any explanatons orcomments by the board.
The company has appointed Alay S. Thakor & Co. Membership No. 155455 as a internalauditor for the year 2015- 2016. The reports of the internal auditors are discussed in theaudit committee meeting.
SEC RETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The company appointed name CS Ashok Shelat Prop. Ashok Shellat & Associates(Membership No 3402 & COP No. 2782) The Practicing Company Secretaries Vadodara tocarry out secretarial audit for the financial year 31 st March 2015. The secretarial auditreport for the financiaI year 31 st March 2015 is enclosed as a annexure C. theclarification to the observation in the secretarial audit report are given below;
|PARTICULARS OF OBSERVATIONS ||EXPLANATION TO THE OBSERVATION |
|01 Appointment of the key managerial personnel's as required Py Sec 203 of the Companies Act 2013. ||The company has a Managing Director to look into the day to day affairs. The chief Financial officer and the Company Secretary has been appointed very recently to hold office from October 2015. |
|02 Compliance of The Listing Requirement ||The company has punctually filed the compliances with BSE But the modes of compliances may be marginally different. There is updated compliances on records of BSE. |
|03 Conducting the audit of the Registrar & Transfer Agent in terms of The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; ||All the formal record keeping by The Registrar and Transfer Agent is completed. The registrar has dec lared the updation of all the requirements under THE COMPANIES ACT 2013 THE DEPOSITORIES ACT 1996 & Other laws like SEBI ACT. |
|04 Maintenance of the statutory records registers books with updation under the various provisions of Companies Act 2013 & Governing Rules. ||The company has since the date of observations has completed the updation of the statutory records registers to meet with the legal obligations. |
PARTICULARS OF EMPLOYEES AND REALATED DISCLOSURES
THE PARTICULARS OF THE EMPLOYEES COVERED BY THE PROVISION OF SECTION 197 (12) OF THECOMPANIES ACT 2013 AND THE RULES THERE UNDER FORMS PART OF THIS REPORT.
OTHER PARTICULARS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013 READ WITHRULE 5( 1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014.
Rule 5(1)(i) and (ii) the ratio and percentage increase of remuneration of thedirectors and employees:
|Name ||Designation ||Ration to median remuneration ||% & increase in Remuneration |
|KRISHNA CONTRACTOR ||MANAGING DIRECTOR ||- ||10% |
|Mrs. NIRANJANA CONTRACTOR ||DIRECTOR ||- ||10% |
a. Rule 5(l)(iii) and (v) comparison of the remuneration of the employees with companyperformance
|Remuneration of the employees ||% increase |
|Rs. 939051. 00 ||10% |
b. Rule 5(1 )(vi) & (ix) comparison of KMP remuneration with company performance
|Particulars ||Rs. |
|Company performance || |
|Revenue-sales fit other incomes ||4690234. 00 |
|Profit before tax ||1063066. 00 |
C. The number of permanent employees rolls of the company is 5. Variations in themarket capitalization of the company price earning ratio of the company as at the closingdate 31stMarch 2015 and previous financial year and percentage increase/decrease in themarket quotations of the shares of the company as com pa red to the rate at which thecompany came out with last public offer;
|Particulars ||Precious year ||Current year ||Increase/(decrease) |
|No. of shares ||3094400 ||3094400 ||NIL |
|Shares price (in Rs. ) ||5.01BSE ||5.03BSE ||0.02 |
|EPS (IN RS) ||0.25 ||0.30 ||0.05 |
|PE RATIO(BASED ON AUDITED RESULT) COMPANY'S MARKET CAP(IN RS) ||20.12 ||18.67 ||-1.45 |
d. Average percentile increase in the salaries of the employees other than themanagerial personnel during the year 31 -03-2015 (year) was % 10% and for the managerialpersonnel was (%) 10%
e. The key parameters for any variable components of the remuneration availed by thedirectors: except for the Mr Krishna Contractor Managing Director none of the otherdirector has been paid any remuneration except sitting fees. The key parameters withrespect to the variable pay availed by a managing director are considered by the board ofdirectors based on the recommendation of the nomination and remuneration committee as perthe remuneration policy of the company.
f. The ratio of remuneration of the highest paid d rector to that of the employees whoare not director but received remuneration in excess of the highest paid director duringthe year not applicable.
g. It is here by affirmed that the remuneration paid is as per the remuneration policyof the company.
RELATED PARTY TRANSACTIONS
In terms of section 138 of the Companies Act Read With Rule 15 of The Companies(Meeting of Board and Its Power)
Rules 2014 And The Companies Amendment Act 2015. The particulars of the related partytransactions are detailed
|Name of the related party ||Designation ||Relationship ||Nature of Transaction || |
|Outstanding Balance |
| || || || ||2014-15 ||2013-14 ||31-3-15 |
|Income: || || || || || || |
|Contil Canada Ltd. ||None ||Joint venture ||Sale of Goods Earning In Foreign Currency) (Export on FOB basis) ||182.78(CDN 346131) ||29.40(CDN 52330) ||59. 08 |
|Investment: || || || || || || |
|Contil Canada Ltd. ||None ||Joint venture ||Equily Contribution ||36. 73(USD 90000) ||36.73(USD 90000) ||36. 73 |
|Expenses: || || || || || || |
|Krishna Contractor ||Managing Director ||Key management personnel ||Director Salary ||3.16 ||2.10 ||0 |
| || || || ||3.16 ||2.10 ||0 |
|Niranjana Contractor ||Director ||Key Management personnel ||Director ||3.16 ||2.10 ||0 |
|Sejal Contractor ||None ||Wife of MD ||Director Salary ||1. 80 ||1. 30 ||0 |
Pursuant to the clause 49 of the Listing Agreement with the Stock Exchange aManagement Discussion and Analysis report and a Corporate Governance Report are made apart of this annual report.
A certificate from the Auditor of the company regarding the compliance of theconditions of corporate governance are stipulated by the clause 49 of the ListingAgreement is attached to this reports.
The company has not accepted any deposit from the public within the meaning of section73 to 76 of the Companies' Act 2013 for the year ended 31st March 2015.
Your company continues to carry on its non-Panking finance company (non depositaccepting company) business and comply with all the applicable requirements prescribed byReserve Bank of India.
DIRECTORS RE5PONSIBILITY STATEMENT
In accordance with the provisions of SEC 134(3) (C) read with SEC 134(5) of theCOMPANIES ACT 2013 with respect to Directors' Responsibility Statement it is herebystated:
(i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards have been followed and that there were nomaterial departures:
(ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of the affairs of the company at the end of thefinancial year and of the profit of the company for the year under review:
(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting a fraud andother irregularity
(Iv) That the Directors have prepared the annual account for the year ended 31 March2015 on a going concern basis. "'
(v) That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.
The Audit committee consists of Mr. Am it Nagarsheth Mr. Rajiv Chokhawala theindependent directors of the company. Mr Asaraf Bhinde the Compliance Officer has acted ascoordinator of the Audit committee. The Audit Committee meetings were held tor the yearended 31st March 2015 in accordance with statutory requirements to review critically thefinancial statements and information to be transmitted to the stakeholders. All theDirectors in the Audit committee are non executive Directors with the chairman to be theIndependent Director. The Audit committee inter alia reviewed the internal control systemand reports of the internal auditors and compliance of various regulations.. The committeereviews at length the financial statements and approves the same before they are placedbefore the board of directors.
During the year under review the relationship between the employees and management werecordial.
REPORT ON ENERGY CONSERVATION FOREIGN EXCHANGE EARNING AND OUTGO RESEARCH ANDDEVELOPMENT
Information relating to energy conservation foreign exchange earned and spent andresearch and development activities undertaken by the company in accordance with theprovision of section 134 of the companies act 2013 read with companies (accounts) Rules2014 are given herein below.
CONSERVATION OF ENERGY
Your company is conscious to conserve the energy and for the purpose adequate measuresare taken.
Your company continues to use ad equate technological application in the operation ofthe company.
RESEARCH AND DEVELOPMENT
The activities of the company in Investment discipline does notrequreresearchanddevelopment information FOREIGN. EXCHANGE EARNINGAND OUTGO
The company has exported the food and grocery items to the foreign country on accountof Sale of Goods Earnng in Foreign Currency (Export On FOB Basis INR 182. 78 (CDN 346181).
Auditor's observations are self explanatory and/or suitably explained in the notes onAccounts.
Your Directors place on record their sincere appreciation of the co-operation andassistance extended by the bankers of the Company They also place on record theirappreciation of the devoted services rendered by the Executives Staff Members of theCompany.
The Director concludes this Report by placing on record their gratitude to allshareholders bankers and Govt authorities for their continued support.
|Date: 30/05/2015 ||For And on Behalf of The Board of Directors || |
|Reaistered office: || || |
|811 Siddharth Complex || || |
|RC Dutt Road ||K. H. CONTRACTOR ||H. A. CONTRACTOR |
|Allkapuri Vadodara - 390007 ||Managing Director ||Director |
ANNEXURE TO THE DIRECTORS' REPORT
Form No. MR-3
SECRETARIAL AUDIT REPORT
For The Financial Year Ended 31 March 2015 (Pursuant to section 204(1) of the CompaniesAct 2013 and rule No. 9 of fhe Companies (Appointment end Remuneration Personnel} Rules2014)
COIMTIL INDIA LIMITED VADODARA
I/We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Contil India Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me/us a reasonable basis for evaluating the corporate conducts/statutorycomplainces and expressing my opinion thereon.
Based on my/our verification of the Contil India Limited books papers minute booksforms and returns filed and other records maintained by the company and also the informaton and explanation provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I/We hereby report that in my/ouropinion the company has duing the audit period covering the financial year ended on 01-04-2014 to 31 -03-2015 complied with the statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafte1
I/we have examined the baoks papers minute books forms and returns filed and otherrecords maintained by Contil India Limited (' the Company ") for the financial yearended on 3Vr March 20T5 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA') and the rules made thereunder;
(iii) The Depositories Ac t. 1996 an d the Reg ulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securties andExchange Board of India Act 1992 ('SEBlAcf'): -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Reguatons 201 I;
(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading)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) Gu de lines 1999; - Not Applicable & Hence NotAudited
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(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; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1996;
(vi) Procedural provisions of R. B. I. Act 1934 Read with R. B. Directions.
I/we have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(i) The Listng Agreements entered into by the Company with BSE Limited to the extentit applicable;
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:
|PARTICULARS OF OBSERVATIONS ||NATURE OF OBSERVATION |
|01 Appointment of the key managerial persornel as required by Sec 203 of the Companies Act 2015 ||it is observed that the company has not appointed chief financial Officer Company Secretary during the financial ended 31-03-2015. However statutory compliances are guided by the corporate law advisor. |
|02 Compliance Of The Listing Requirements ||The company has complied with the Listing Agreement but the filings are effected in terms of Listing Agreement not accordance with the source of dissemination and disclosure required by listing agreement |
|03 Conducting the audit of the Registrar & Transfer Agent in terms of The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; ||In view of the facts explained to us by management there is change in the name of the Registrar and Transfer Agent to MCS Share Transfer Agent Jmited during the year and requires the transfer of all records books of the shareholders St. holding thereof in the new name and hence we could not verify the records in depth to opine the comprehensive compliance of the regulations under SEBl Act 1992. Depositories Act 1996 by R&T. |
|04 Maintenance of the statutory records registers books with updations under the various provisions of Companies Act 2013 & Governing Rules. ||t is observed that the company has maintained registers records books under the various provisions of the Companies Act 2013 but the latest updation are being inserted for FY 2014-2015. |
ANNEXURE TO THE SECRETARIAL AUDIT REPORT
CONTIL INDIA LIMITED
Ail Siddharth Complex R. C. Dutt Road
Alkapuri Vadodara - 390007
My secretarial audit report is to be read along with this letter
1. Ma intenance of secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial record s basedon our audit.
2. We have followed the audit practice and process as were appropiate to obtainreasonaPle assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records we believe that the process and practice we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.
4. Wherever required we have obtained the management representations about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The secretariaI audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
| ||FOR ASHOK SHELAT & ASSOCIATES |
| ||OS ASHOK SHELAT Proprietor |
|Place: VADODARA ||(Practicing company secretary) |
|Date: 30M MAY 20T5 ||Membership No: 3402. cop no; 2782. |