CONTINENTAL PETROLEUMS LIMITED
Your Directors have pleasure in presenting the 33rd Annual Report of yourCompany along with the Audited Statements of Accounts for the year ended 31stMarch 2019.
1. FINANCIAL RESULTS:
| || ||in Rupees |
|PARTICULARS ||Year Ended 31st March 2019 ||Year Ended 31st March 2018 |
|Business Income ||493305650.00 ||551850783.00 |
|Other Income ||5617203.00 ||3584372.00 |
|Total Income ||498922853.00 ||555435155.00 |
|Profit/(Loss) before Interest Depreciation and Tax ||14245792 ||17238099 |
|Less: Interest (finance cost) Depreciation ||20418427 ||10618120 |
|Profit/(Loss) before tax ||10858190.00 ||14141387.00 |
|Exceptional Item ||268915.00 ||87804.00 |
|Less: Current Tax Deferred Tax ||3434259.00 ||4609954.00 |
|Profit/(Loss) for the period ||7155016.00 ||9443629.00 |
|Balance brought forward from the previous year ||51025904.00 ||41582275.00 |
|Capital Reserve ||35200 ||35200 |
|Total balance carried to Balance Sheet ||58180920.00 ||51025904.00 |
Notes : The above figures are extracted from the standalone and consolidated financialstatements prepared in compliance with the Indian Accounting Standards (Ind AS) and complywith all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 ofthe Companies Act 2013 (the Act) [Companies (Indian Accounting Standards) Rules 2015(amended) ] and other relevant provisions of the Act.
During the year under review the Company has generated Rs. 493305650/- as revenuefrom operations against Rs 551850783/- in the previous year. The profit after tax (PAT)attributable to shareholders for financial year 2019 is Rs. 7155016 /- as against netprofit of Rs.. 9443629/- in the previous year. There was decrease in net profit by 10.60%
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 THECOMPANY::
There are no material changes and commitments 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.
5. CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business during the financial year 2018-19.
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.There is no need to consolidate the Financial Statements.
With the view to conserve the resources of Company the Directors does not recommend anydividend for the financial year 2018-19.
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 2018-19 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 judgments
c. and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the loss of the Company for that period;
d. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;
e. The annual accounts have been prepared on a going concern basis.
f. That internal financial control was laid down to be followed and that such internalfinancial controls were adequate and were operating effectively.
g. 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 THEFINANCIAL STATEMENTS:
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
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 onachievements of operational and strategic goals compliance with policies proceduresapplicable laws and regulations and all assets and resources are acquired economicallyused efficiently and adequately protected.
16. CORPORATE GOVERNANCE:
Your Company is committed to maintaining high standards of Corporate Governance andadhering to Corporate Governance requirements set out by the Securities and Exchange Boardof India (SEBI).Your Company believes that Corporate Governance is application of the bestmanagement practices compliance of law in true letter and spirit' and adherence toan ethical standards for effective management and distribution of wealth and discharge ofsocial responsibility for sustainable development of all stakeholders.
A section on Corporate Governance along with a certificate from the Auditors confirmingcompliance of conditions of Corporate Governance as stipulated under Regulation 34 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed and forms part of the Directors' Report.
17. CEO/CFO CERTIFICATION :
In accordance with the Regulation 17 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 pertaining to corporategovernance norms Mr. Madan Lal Khandelwal Managing Director and Mr. Vikrant KhandelwalChief Financial Officer certified inter-alia on review of financial statements andestablishing and maintaining internal controls for the financial reporting for the yearended March 31 2019. The said certificate forms an integral part of the Annual Report.
18. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A detailed review of operations performance and future outlook of the Company and itsbusiness is given under the Management Discussion and Analysis Report which forms anintegral part of this Report and is set out as a separate section to this Annual Report.
19. 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.
20. 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.
21. 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
In accordance with Sec 139 of the Companies Act 2013 M/s Gopal Sharma & Co(FRN: 002803C) Chartered Accountant were appointed by the shareholders of the Companyat the Annual General Meeting held on September 27 2018 as Statutory Auditors for aperiod of 4 years to hold office from the conclusion of 32 AGM till the conclusion of theAnnual General Meeting of the Company to be held in calendar year 2022.
The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the Members for the ratification of Auditor'sappointment is not being sought at the ensuing Annual General Meeting
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 inWhole-time Practice to carry out Secretarial Audit of the Company under the provisions ofSection 204 of the Companies Act 2013
d. Secretarial Audit Report:
The Report of Secretarial Auditor is annexed with this report as Annexure-B.
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.
23. DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been duly complied with.
24. EXTRACTS OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in form MGT- 9 inaccordance with Section 92 (3) of the Companies Act 2013 read with Companies (Managementand Administration) Rules 2014 as amended is annexed herewith as Annexure C'to the Board's Report.
25. RELATED PARTY TRANSACTIONS:
Related Party Transactions entered into during the Financial Year were on arm's lengthand in the ordinary course of business. There were no materially significant relatedparty transactions made by the Company with the persons /related party(s) as defined underSection 2(76) of the Companies Act 2013 which may have a potential conflict with theinterest of the Company at large.
All Related Party Transactions were placed before the Audit Committee and the Board forapproval.
None of the Directors has any pecuniary relationship or transactions with the Company.
The particulars of contracts or arrangements with related parties as required underSection 134(3)(h) in prescribed Form AOC - 2 are annexed herewith as Annexure A'to the Board's Report
26. 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.
27. 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.
In accordance with the provisions of Companies Act 2013 Radhika Khandelwal Directorof the Company is retiring by rotation at ensuing Annual General meeting and beingeligible offers herself for reappointment.
The resolution seeking approval of shareholders for Re appointment of Mr. Madan LalKhandelwal as Managing Director and Mr. Goverdhan Dass Sethi and Mr. Ram Nath Karol asindependent director of the company has been incorporated in the Notice of forthcomingAnnual General Meeting. In accordance with the provisions of Companies Act
The Company has received statutory declaration from the Independent Directors statingthat they have met requisite criteria of independence as laid down under the provisions ofSection 149 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015
During the under review Mr. Balvinder Singh Guleri has resigned from the post ofCompany Secretary and Ms. Sonali Jain was appointed as Company Secretary & ComplianceOfficer of the company w.e.f. 30th June 2019
Further after the closure of the financial year but before the preparation of thisreport Ms. Sonali Jain has resigned from the post of Company Secretary & ComplianceOfficer w.e.f 30th June 2019.
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.
The Company has Independent Directors on the Board and also one women Director as perrequirement of Companies Act 2013.
29. MEETINGS OF BOARD OF DIRECTORS:
During the financial year 2018-2019 the Board of Directors met Six times. The detailsof the Board Meetings and the attendance of the Directors are provided in the CorporateGovernance Report.
30. AUDIT COMMITTEE
The Audit Committee comprises of three Non-Executive Directors viz; Ram Nath KarolMr. Goverdhan Dass Sethi and Mrs. Radhika Khandelwal. The Chairman of the Committee is Mr.Ram Nath Karol. The composition and terms of reference of the Audit Committee are inaccordance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time to time. The details of Audit Committee Meetings and attendance of CommitteeMembers are provided in the Corporate Governance Report.
31. INDEPENDENT DIRECTORS MEETING:
During the year under reference one meeting of Independent Directors was held on 12thFebruary 2019 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.
32. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee comprises of Mr. Ram Nath Karol as Chairmanand Mr. Goverdhan Dass Sethi and Mrs. Radhika Khandelwal as members of the Committee. Mr.Madan Lal Khandelwal Managing Director and Mr Vikrant Khandelwal CFO are permanentinvitees to the Committee. The details of Nomination & Remuneration Committee Meetingsand attendance of Committee Members are provided in the Corporate Governance Report.
33. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee consists of Mrs. Radhika KhandelwalNon-Executive Director acting as Chairperson of the Committee and Mr. Goverdhan Dass Sethiand Mr. Ram Nath Karol Independent Directors as members of the Committee. The details ofStakeholders Relationship Committee Meetings and attendance of Committee Members areprovided under Corporate Governance Report.
a. 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 2018-19.
34. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
Loans guarantees or investments if any covered under Section 186 of the Companies Act2013 form part of the notes to the financial statements provided in this Annual Report.
35. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDITURE
The particulars regarding conservation of Energy Technology Absorption and foreignexchange earnings and expenditure stipulated under section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rule 2014 is annexed as Annexure C' tothe Board's Report.
Your Directors appreciate the contribution made by employees of the Company andacknowledge their hard work and dedication to ensure that the Company consistentlyperforms well and remains a leading player in the Express Industry.
The Board of Directors wish to express their sincere appreciation and thanks to allcustomers suppliers banks financial institutions solicitors advisors Government ofIndia concerned State Governments and other authorities for their consistent support andcooperation extended to the Company during the year.
We are also deeply grateful to our shareholders for the confidence and faith that theyhave always placed on us. For and on behalf of the Board of Directors
| || ||For & on Behalf of Board of Directors |
| || ||CONTINENTAL PETROLEUMS LIMITED |
| || ||CIN: L23201RJ1986PLC003704 |
| ||Sd/- ||Sd/- |
|Date: 29/08/2019 ||Ram Nath Karol ||Madan Lal Khandelwal |
| ||Director ||Chairman and Managing Director |
|Place: Jaipur ||DIN:00414741 ||DIN: 00414717 |