To The Members
CONTINENTAL PETROLEUMS LIMITED
Your Directors have pleasure in presenting the 32nd Annual Report of your Company alongwith the Audited Statements of Accounts for the year ended 31st March 2018.
1. FINANCIAL RESULTS:
| || || |
|Financial Results || ||in Rupees |
|PARTICULARS ||Year Ended 31st March 2018 ||Year Ended 31st March 2017 |
| || || |
| || || |
|Business Income ||551850783.00 ||229143900.00 |
|Other Income ||3584372.00 ||105279.00 |
|Total Income ||555435155.00 ||229249179.00 |
|Profit/(Loss) before Interest Depreciation and Tax ||24759507.00 ||13880426.00 |
|Less: || || |
|Interest (finance cost) || || |
| ||7521408.00 ||4916092.00 |
|Depreciation || || |
| ||3096712.00 ||2320979.00 |
|Profit/(Loss) before tax ||14141387.00 ||6643355.00 |
|Exceptional Item ||87804.00 ||190321.00 |
|Less: || || |
|Current Tax ||4501911.00 ||1803213.00 |
|Deferred Tax ||108043.00 ||(70781.00) |
|Profit/(Loss) for the period ||9443629.00 ||4720601.00 |
|Balance brought forward from the previous year ||41582275.00 ||36861674.00 |
|Capital Reserve ||35200.00 ||35200.00 |
|Total balance carried to Balance Sheet ||51025904.00 ||41582275.00 |
During the year under review the Company has generated Rs. 551850783/- as revenuefrom operations against Rs 229143900/- in the previous year. The net profit of theCompany is Rs. 9443629/- as against net profit of Rs. 4720601/- in the previous year.There was 50% increase in net profit.
3. STATE OF COMPANY'S AFFAIRS:
Information on Companies operations is given in the Management Discussion &Analysis Report forming part of this Report.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes occurred subsequent to the close of financial year ofthe Company to which the balance sheet relates and the date of the report which can affectthe financial position of the Company.
5. CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business during the financial year 2017-18.
6. SUBSIDIARY/ASSOCIATE/ JOINT VENTURE COMPANY:
The Company has no subsidiary Associate Joint Venture Company.
7. CONSOLIDATED FINANCIAL STATEMENTS:
As the Company does not have any subsidiary Associate and Joint Venture Company. Thisis no need to consolidated the Financial Statements.
With the view to conserve the resources of Company the Directors does not recommend anydividend for the financial year 2017-18.
No amount is carried to any reserves during the period under review.
The Company has not accepted any deposits during the year under review or in earlieryears.
11. SHARE CAPITAL:
The Company has 2780312 Equity Shares of Rs. 10/- each amounting to Rs. 27803120during the year under review; the Company has not issued any shares or any convertibleinstruments.
The Company has only one class of Equity Share having a par value of Rs. 10/-. Eachholder of share is entitled to one vote per share with same rights.
During the Year 2017-18 the Company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and Employee Stock Option.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013with respect to Directors' Responsibility Statement it is confirmed that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) Such accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis.
(e) That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
(f) That proper system was devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFRENCE TO THE
The Company has proper place and adequate internal control system commensurate with thenature of its business size and complexity of its operations. internal control systemcomprising of policies and procedures and designed to ensure reliability of financialreporting timely feedback on achievements of operational and strategic goals compliancewith policies procedures applicable laws and regulations and all assets and resourcesare acquired economically used efficiently and adequately protected.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility does not apply to the Company.
15. SIGNIFICANT AND MATERIAL ORDERS:
No significant or material order has been passed by the Regulators/Courts or Tribunalswhich can impact the going concern status and Company's operation in future.
16. CORPORATE GOVERNANCE:
The Corporate Governance Report which forms an integral part of this Report are setout separately together with the Certificate from the Auditors of the Company regardingcompliance with the requirements of Corporate Governance as stipulated in SEBI (LODR)Regulations 2015.
17. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Management Discussion & Analysis Report as required under the SEBI (LODR)Regulations 2015 forms an integral part of this Report.
18. INTERNAL AUDITOR:
M/s Ajay Khandelwal & Associates were appointed as an Internal Auditor of theCompany for the financial year 2018-19 under the provisions of Companies Act 2013 and hehas completed the Internal Audit as per the scope defined by the Audit Committee.
19. VIGIL MECHANISM:
In Accordance of Section 177 of the Companies Act 2013 the Company has constituted aWhistle Blower policy/ Vigil Mechanism to establish a vigil mechanism for the Directorsand employees to report genuine concerns in such manner as may be prescribed and to reportto the management instances of unethical behavior actual or suspected fraud or violationof Company's code of conduct.
20. RISK MANAGEMENT:
The Company has implemented an integrated risk management approach through which itreviews and assesses significant risk on a regular basis to ensure that there is a robustsystem of risk controls and mitigation in place.
Senior management periodically reviews the risk management. The management is howeverof the view that no risk element is identified which in opinion of the Board may threatenthe existence of the Company.
a) Statutory Auditors
M/s Gopal Sharma & Co. Chartered Accountants who was appointed as StatutoryAuditors of the Company for financial year 2017-18. M/s Gopal Sharma & Co. providestheir certificate of eligibility for their reappointment.
The Audit Committee & Board recommends its appointment to Members in this 32ndAnnual General Meeting for a term of four years i.e. FY 2018-19 to FY 2021-2022.
b) Auditors Report:
The observations made by the Auditors in their report read with relevant notes as givenin the Notes on Accounts annexed to the Accounts are self-explanatory and thereof do notcall for any further comments under Section 134 (3) (f) of the Companies Act 2013.
The Auditors of the Company have not raised any queries or made any qualification onthe Accounts adopted by the Board which were then audited by them.
c) Secretarial Auditors:
The Board has appointed M/s MKGP & Associates Company Secretaries in Whole-timePractice to carry out Secretarial Audit of the Company under the provisions of Section204 of the Companies Act 2013.
d) Secretarial Audit Report:
The Report of Secretarial Auditor is annexed with this report as Annexure-I.
In connection with the Auditor's observation in the report it is clarified by theBoard of Directors as under:
1. The Company has already made the application and reminder mails for listing of315000 shares on BSE but does take any initiative action by it.
2. The Company will update its website by the end of this month.
3. The Company has delayed in submitting outcome of Board Meeting held on 4th April2017 to BSE but after knowing they have submitted the same to BSE.
4. Unknowingly the outcome of Board Meeting held on 29th November 2017 was notsubmitted to BSE.
22. RELATED PARTY TRANSACTIONS:
All the related party transactions that were recorded during the financial year were onan arm's length basis and were in the ordinary course of business. There are no material/significant related party transaction made by the Company which has a potential conflictwith the interest of the Company. Hence AOC-2 is not attached as it is not required. TheBoard has framed a policy on related party transaction
23. HUMAN RESOURCES:
Company values its Human Resources the most. To keep their morale high Company extendsseveral welfare benefits to the employees and their families by way of comprehensivemedical care education housing and social security.
24. MANAGING GRIEVANCES:
Our Company's Grievance Redressal Mechanisms ensure that all employees can raise issuesand concerns as simply as possible. The Whistle Blower Policy provide for reporting inconfidence of issues like child labour etc. During the year there have been nocomplaints alleging child labour forced labour involuntary labour and discriminatoryemployment.
Further as per the Child Labour (Prohibition & Regulation) Act 1986 Company takesdue care about child labour and in the management of the Company there is no employeewhose age is below 18 years of age.
Radhika Khandelwal Director of the Company is retiring by rotation at ensuing AnnualGeneral meeting and being eligible offers himself for reappointment.
During the Financial Year there was no change in Directors/KMP. But after the financialyear Balvinder Singh Guleri has resigned from the post of Company Secretary &Compliance Officer and Ms. Sonali Jain was appointed in Board Meeting w.e.f. 30/06/2018as Company Secretary & Compliance Officer.
The brief profile pursuant to Regulation 36 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 of the Director eligible for appointment/re-appointment forms part of the Corporate Governance Report.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company has Independent Directors on the Board and also one women Director as perrequirement of Companies Act 2013.
26. MEETINGS OF BOARD OF DIRECTORS:
During the financial year 2017-2018 the Board of Directors met Nine times. The detailsof the Board Meetings and the attendance of the Directors are provided in the CorporateGovernance Report.
27. INDEPENDENT DIRECTORS MEETING:
During the year under reference one meeting of Independent Directors was held on 24thFebruary 2018 in compliance with the requirement of Schedule IV of the Companies Act2013. At the said meeting performance of non independent Directors Board as a whole andChairman of the Company was reviewed.
28. NOMINATION AND REMUNERATION COMMITTEE & AUDIT COMMITTEE:
The composition of the Nomination & Remuneration Committee & Audit Committee isstated in the Corporate Governance Report. All the recommendations of the Audit Committeewere accepted by the Board during the financial year 2017-18.
29. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at work place and has a policy onprevention prohibition and redressal of sexual harassment at work place in the line ofprovisions of Sexual Harassment of women at work place (Prevention Prohibition andRedressal) Act 2013 and the rules framed there under. Internal Complaints Committee(ICC) has been set up to redress complaints received regarding sexual harassment. Nocomplaint of sexual harassment was received during the financial year 2017-18.
30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
31. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO AS REQUIRED UNDER SECTION 134 (3)(m) OF THE COMPANIES ACT2013:
The information with regard to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given asAnnexure- II forming part of this Report.
32. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 with respect of theemployees of the Company is enclosed herewith as Annexure-III.
33. EXTRACT OF ANNUAL RETURN:
The Extract of the Annual Return in Form MGT- 9 as required under the provisions ofCompanies Act 2013 is annexed as Annexure- IV.
Your Directors wish to place on record their appreciation for the valuable assistanceand support received by your Company from banks financial institutions the Government.The Board also thanks the employees at all levels for the dedication commitment and hardwork put in by them. The Board also wishes to place on record the support extended by itsBankers and the trust reposed in it by its shareholders.
| || ||For & on Behalf of Board of Directors |
| || ||CONTINENTAL PETROLEUMS LIMITED |
| || ||CIN: L23201RJ1986PLC003704 |
| ||Sd/- ||Sd/- |
| ||Ram Nath Karol ||Madan Lal Khandelwal |
|Date: August 30 2018 ||Director ||Chairman and Managing Director |
|Place: Jaipur ||DIN:00414741 ||DIN: 00414717 |