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Continental Chemicals Ltd.

BSE: 506935 Sector: IT
NSE: N.A. ISIN Code: INE423K01015
BSE 00:00 | 06 Aug Continental Chemicals Ltd
NSE 05:30 | 01 Jan Continental Chemicals Ltd
OPEN 19.00
PREVIOUS CLOSE 19.00
VOLUME 50
52-Week high 23.15
52-Week low 10.73
P/E 73.08
Mkt Cap.(Rs cr) 4
Buy Price 19.00
Buy Qty 50.00
Sell Price 20.90
Sell Qty 50.00
OPEN 19.00
CLOSE 19.00
VOLUME 50
52-Week high 23.15
52-Week low 10.73
P/E 73.08
Mkt Cap.(Rs cr) 4
Buy Price 19.00
Buy Qty 50.00
Sell Price 20.90
Sell Qty 50.00

Continental Chemicals Ltd. (CONTCHEMICALS) - Director Report

Company director report

To

The Members

Your Directors have immense pleasure in presenting their 34thAnnual Reporton the business and operations of the Company and the accounts for the Financial Yearended March 31 2019.

Financial Results

The summary of the Company's financial performance for financial year 2018-19 comparedto previous year 2017-18 is given as below

( Amt. in Rs.)
2018-19 2017-18
Revenue from operations & other income 13107740 9873771
Profit and Loss before exceptional Item and tax 2971924 567512
Exceptional items - -
Profit before tax 2971924 567512
Tax Expense:
- Current Tax (net) (571798) 108139
- Less MAT Credit entitlement 75227 -
Deferred Tax 890417 120834
Total other comprehensive Income (1081) 41878
Total comprehensive Income 3364689 380417

Dividend

The Company has not declared any dividend for the year ended March 31 2019.

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 was Rs. 1914004 as against Rs.6109373in previous year but the total comprehensive income recorded for the yearincreased during the year to Rs. 3364689 as against Rs. 380417of previous year.

Other Equity

The Company has transferred Rs. 3364689 to the other equity account.

Finance

1. Share Capital

The paid up equity share capital as on 31 March 2019 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 2019as Annexure I.

Extract of Annual Return

The extract of the annual return is attached as annexure - II. The Copy of annualreturn will be also available on the Company website 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 2018-19.

Change in The Nature of Business

There was no change business of the company during the financial year under review.

Directors and Key Managarial Personnel

As on the date of this report there are total 5 directors including one-woman director.

1. Appointment

During the year Mr. Dhiraj Kumar Choudhary had been reappointed as director who waseligible to retire by rotation in last AGM. Ms. Sunaina Chibba will be retire by rotationthis year and she gave her consent to appoint as director of company. The term of Mr.Naresh Kumar Chibba will expire on 31 July 2020 on the recommendation of Nomination andremuneration Committee the Board recommend his appointment as Managing Director forapproval of Shareholders in forthcoming AGM. The term of Mr. Pradeep Kumar Chopra and Mr.Akshat Bhaskar will also expire on the conclusion of 34th AGM the Boardrecommend on the recommendation of Nomination and remuneration Committee to reappointthem as independent director for the second term of 5 year. The Company have received theconsent from all the directors will be proposed to appoint in 34th AGM.

2. Retire by Rotation

In accordance with provision of Companies Act 2013 and Articles of Association of theCompany Ms. Sunaina Chibba Director liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offers herself for reappointment.

3. Meetings

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.During the year 6 Board Meetings and 5 Audit Committee Meetings wereconvened and held. The maximum interval between board meeting 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 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 are reported in Note 22 (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 2019 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 2019 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 ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating 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 had been appointed asStatutory Auditors of the Company for a period of 5 years at the 29th annualgeneral meeting held on 29th September 2014. The first term of five year willbe ended at the end of 34th AGM. In compliance with section 139(2) the auditorfirm is eligible to appoint for the second term of 5 years. The auditor has given hisconsent for appointment for the second term of 5 year in forthcoming 34th AGMof company and also confirmed that they hold a valid certificate issued by Peer ReviewBoard of the Institute of Chartered Accountants of Indiaas required under Regulation 33 ofSEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.The Board onrecommendation of audit committee recommend the appointment of M/S B K Kapur & Companyas auditor of company for next term of 5 year will conclude at the end of 39thAGM of Company.The resolution for appointment of M/S B.K. Kapur & Company is a part ofNotice of 34th Annual General Meeting. The Auditors' Report does not containany qualification. Notes to Accounts and Auditors remarks in their report areself-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 Manag erial 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

For the year under review Mr. Dhiraj Kumar Choudhary has been appointed as internalauditor of the Company. During the year the Company continued to implement hissuggestions and recommendations to improve the control environment. His scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol 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 energy efficient lighting and better use of natural lighting

(ii) reduction of energy loss and (iii) replacement of outdated energy intensiveequipment But Company has not made any big investment for this purpose.

Technology absorption

(1) During the year 2018-19 the company took some minor efforts for new technologyabsorption.

(2) No absorption of imported technology has been taken place during year 2018-19.

(3) No expenses incurred for Research and Development during financial year2018-19.

Foreign Exchange Earning and Out go

There is no foreign exchange outgo in the Company. The Company earned foreign exchangeinflow of Rs. 2299815/-.

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

Corporate Social Responsibility (CSR)

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

Acknowledgement

Your Directors convey their sincere thanks to the various agencies of the CentralGovernment State Governments Banks and other concerned agencies for all the help andcooperation extended to the Company. The Directors also deeply acknowledge the trust andconfidence the shareholders and investors have placed in the Company. Your Directors alsorecord their appreciation for the dedicated servic es rendered by the workers staff andofficers of the Company.

Place: Noida
Date : 31. 08.2019
For and on behalf of Board of Directors
Sd/- Sd/-
Naresh Kumar Chibba Dhiraj Kumar Choudhary
Managing Director Director

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