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Continental Chemicals Ltd.

BSE: 506935 Sector: IT
NSE: N.A. ISIN Code: INE423K01015
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NSE 05:30 | 01 Jan Continental Chemicals Ltd
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VOLUME 100
52-Week high 10.95
52-Week low 8.21
P/E 14.80
Mkt Cap.(Rs cr) 1
Buy Price 10.00
Buy Qty 150.00
Sell Price 10.40
Sell Qty 50.00
OPEN 10.95
CLOSE 10.95
VOLUME 100
52-Week high 10.95
52-Week low 8.21
P/E 14.80
Mkt Cap.(Rs cr) 1
Buy Price 10.00
Buy Qty 150.00
Sell Price 10.40
Sell Qty 50.00

Continental Chemicals Ltd. (CONTCHEMICALS) - Director Report

Company director report

To

The Members

Your Directors have immense pleasure in presenting their 33rdAnnual Reporton the business and operations of the Company and the accounts for the Financial Yearended March 31 2018.

Financial Results

The summary of the Company's financial performance for financial year 2017-18 comparedto previous year 2016-17 is given as below

2017-18 2016-17
Revenue from operations & other income 9873770.86 9905709.00
Profit and Loss before exceptional Item and tax 567511.54 534612.47
Exceptional items - -
Profit before tax
Tax Expense: 567511.54 534612.47
- Current Tax (net) 108139.32 104530.00
-Less MAT Credit entitlement 104530.00
Deferred Tax 120834.00 150861.00
Total other comprehensive Income 41878.83 5929.00
Total comprehensive Income 380417.04 389680.47

Dividend

Company has not declared any dividend for the year ended March 31 2018.

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. 6109373.49 asagainst Rs. 5966041.00 in previous year but the total comprehensive income recorded forthe year declined during the year to Rs. 380417.04 as against Rs. 389680.47 ofprevious year.

Other Equity

Company has transferred Rs. 380417.04 to the other equity account.

Finance

1. Share Capital

The paid up equity share capital as on 31 March 2018 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 2018 as Annexure I.

Extract of Annual Return

The extract of the annual return is attached as annexure - II. The Copy of annualreturn has been available on the Company website www.continentalchemicalsltd.com.

Significant and Material Orders Passed by the Regulators or Courts

The Company has received an order from the Commissioner Service Tax for raising ademand of Rs. 1063284 + interest thereon.The Company has filed an appeal against thisorder.

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

1. Appointment

During the year Ms. Sunaina Chibba has been reappointed as director who was eligibleto retire by rotation in last AGM.

Mr. Ram kumar Chief Financial Officer hasresigned at 29th April 2017 andMr. Amit Kumar was appointed as CFO at 7th September 2018.

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 8 Board Meetings and 5Audit 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.All Related party Transactions as required under Accounting Standard AS-18 are reported inNote – 23 (e) – Notes to Accounts of the Standalone financial statements of yourCompany.

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 2018 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 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 31 2018 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

1. Statutory Auditor

The Auditors M/s B K Kapur & Company Chartered Accountants have been appointedas Statutory Auditors of the Company for a period of 5 years at the 29th annualgeneral meeting held on 29th September 2014 and Shareholders also ratified hisappointment in last AGM held on 28th September 2017. As required underRegulation 33 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015the Auditors have confirmed that they hold a valid certificate issued by Peer Review Boardof the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

The requirement of rectification of auditor is removed by Companies (Amendment) Act2017 effective from 7th May 2017 So the Company is not required to rectify theappointment of Auditor every year.

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-VI.

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

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 are continuously identifiedand 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 outdated energy intensive equipment But Company has not made any biginvestment for this purpose.

Technology absorption

(1) During the year 2017-18 the company took some minor efforts for new technologyabsorption.

(2) No absorption of imported technology has been taken place during year 2017-18.

(3) No expenses incurred for Research and Development during financial year 2017-18.

Foreign Exchange Earning and Out go

There is no foreign exchange outgo in the Company. During the year of concern theCompany has foreign exchange inflow of Rs. 5766610/-

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

There is no material change affecting the financial position of the company which haveoccurred between the end of the financial year of the company to which the financialstatements relate 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 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.

Place: Noida For and on behalf of Board of Directors
Date :29. 08.2018 Sd/- Sd/-
Naresh K Chibba Dhiraj Kumar Choudhary
Managing Director Director