Your Directors have immense pleasure in presenting their 36th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.
The summary of the Company's financial performance for financial year 2020-21 comparedto previous year 2019-20 is given as below:
(Amt. in Rs.)
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations & other income ||9680106 ||11912344 |
|Profit and Loss before exceptional Item and tax ||1660089 ||1585254 |
|Exceptional items ||_ ||_ |
|Profit before tax ||1660089 ||1585254 |
|Tax Expense: || || |
|-Current Tax (net) ||247300 || |
|- Less: MAT Credit entitlement ||- ||- |
|Deferred Tax ||(21225) ||804966 |
|Total other comprehensive Income ||(20297) ||(32687) |
|Total Comprehensive Income ||1454312 ||812975 |
The Company has not declared any dividend for the year ended March 31 2021.
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 was Rs. 9680106/-as againstRs.11912344/-in previous year but the total comprehensive income recorded for the yearincreased during the year to Rs. 1454312/- as against Rs. 812975/-of previous year.
The Company has transferred Rs. 1454312 /-to the other equity account.
1. Share Capital
The paid-up equity share capital as on 31st March 2021 was Rs.22490000/-.
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 is 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 2021 as Annexure-1.
Extract of Annual Return
The annual return will be available on the Company website on www.continentalchemicalsltd.com.
Significant and Material Orders Passed by the Regulators or Courts
No significant and material order has been passed by any regulators or court during thefinancial year 2020-21.
Change intheNature of Business
There was no change business of the company during the financial year under review.
Directors and Key Managerial Personnel
As on the date of this report there are total 5 directors including one-woman directora Company Secretary and a CFO.
During the year Mr. Dhiraj Kumar Choudhary resigned from the post of director and Mr.Aditya Vikram Chibba had been appointed as NonExecutive Director who was eligible toretire by rotation. Mr. Aditya Vikram Chibba willretire by rotation this year and he gavehis consent to bere-appointed as director of company.
During the year Ms. Himanshi Mittal resigned from the post of Company Secretary &Compliance Officer and Ms. Bhawna Gupta had been appointed as Company Secretary &Compliance Officer of the Company.
During the year Mr. Amit Kumar resigned from the post of Chief Financial Officer (CFO)and Mr. Puneet Kumar had been appointed as CFO of the Company.
2. Retire by Rotation
In accordance with provision of Companies Act 2013 and Articles of Association of theCompany Mr. Aditya Vikram Chibba Director liable to retire by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.During the year 8 Board Meetings and 5Audit Committee Meetings wereconvened and held. The maximum interval between board meetings did not exceed 120 days asprescribed in the Act. 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 had 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 is 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 -II.
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 Subsidiarv/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 - II.
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 transactions held duringthe year 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 III.
All Related party Transactions as required are reported in in Note - 21 (e) - Notes toAccounts of the Standalone financial statements of your Company.
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 2021; 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 asSignificant Accounting Policies' have been selected and applied consistently andjudgments 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 312021 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.
A Report on Corporate Governance is annexed herewith as Annexure - IV.
1. Statutory Auditor
The Auditors M/s B K KapurS Company Chartered Accountants had been re-appointed asStatutory Auditors of the Company for a period of 5 years in the 34thAGM heldin FY 2019-20.The term of M/s B K Kapur& Company as auditor of company will concludeat the end of 39th AGM of Company.The resolution for appointment of M/S B.K.Kapur& Company was a part of Notice of 34th Annual General Meeting.
The Auditors' 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.
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 (Cost Records and Audit)Amendment Rules 2014 the Company is not required to maintain the cost audit records.
3. 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 - V.
The Secretarial Audit Reportdoes not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
4. Internal Audit & Controls
For the year under review Ms. Sunaina Chibba had been appointed as internal auditor ofthe Company. During the year the Company continued to implement her suggestions andrecommendations to improve the control environment. Her scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.
Conservation of Enemy. Technology absorption and Foreign Exchange Earning and Out noConservation 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 on-going process and new areas are continuouslyidentified and suitable investments are made wherever necessary.
(c) Various on-going 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 out-dated energy intensive equipment But Company has not made anybig investment for this purpose.
(1) During the year 2020-21 the company took some minor efforts for new technologyabsorption.
(2) No absorption of imported technology has been taken place during year 2020-21.
(3) No expenses incurred for Research and Development during financial year 2020-21.
Foreign Exchange Earning and Out go
There is no foreign exchange outgo in the Company. The Company earned foreign exchangeinflow of Rs. 1942541/-.
Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention.Prohibition 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 an Internal Complaint Committee. During the yearCompany has not received any complaint of harassment.
Material changes and commitments it 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
There is no material change which may affect the financial position of the companybetween the end of the financial year and the date of the report. 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.
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 its stated andimplicit objectives. It prescribes the roles and responsibilities of various stakeholderswithin your Company the structure for managing risks and the framework for riskmanagement.
This policy and the Internal Financial Controls comprehensively address the keystrategic/business risks and operational risks respectively. Corporate SocialResponsibility (CSR1
The concept of Corporate Social Responsibility is not applicable to the Company undersection 135 of the Companies Act 2013.
There is no application made by the Company or any proceedings initiated against theCompany under Insolvency and Bankruptcy Code 2016 (31 of 2016) the during the year
Valuation for one time settlement
The Company has not borrowed any loans from the Banks or Financial Institutions and hasnot defaulted in the payment of the loans borrowed from the banks or financialinstitutions
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 /- |
|Naresh Kumar Chibba Managing Director |
|Sd /- |
|Sunaina Chibba Director |
|Place: Noida |
|Date: 20.08.2021 |