M/S CONTIL INDIA LIMITED VADODARA
Your Directors have pleasure in presenting their 24th Annual Report together with theAudited Accounts for the year ended 31st March 2018
SUMMARY OF FINANCIAL PERFORMANCE
The summarized financial results are given below :
(Rs. in 000")
|PARTICULRS ||2017-18 ||2016-17 |
|Profit before e depreciation financial charges and taxes ||1916 ||1230 |
|Less Depreciation ||110 ||121 |
|Financial charges ||0 ||0 |
|Profit before tax ||1806 ||1109 |
|Current income tax (provision) ||368 ||270 |
|Deferred income tax ||(13) ||(3) |
|Profit for the year after tax ||1451 ||842 |
|Add - balance of profit and loss (B/f) ||12887 ||12195 |
|APPROPRIATIONS : || || |
|Transfer to statutory reserve ||290 ||168 |
|Tax adjustment of earlier years ||0 ||0 |
|MAT Credit ||0 ||(19) |
|Depreciation Adjustment ||0 ||0 |
|Balance carried over to balance sheet ||14048 ||12888 |
|Book value (Rs per Share) ||15.71 ||15.25 |
OPERATIONS & STRATEGIC PLANNING
During the year your company as a part of the integration and globalization of thecorporate operations has embarked upon the expanded business of export of food andgrocery substances of verities of nature types size and quality to the scatteredcontinent of Canada and North America. The strategic plans of export has come to befructified by the visionary approach of your board of directors and strenuous efforts ofthe promoters and the exported foods and grocery are branded under the name Contil andhave been enjoying a wide spread goodwill in the foreign countries. The Board of Directorsis in the process of charting a strategic plan to export the product captioned above inthe other enriched territory os USA.
Howeverit is reported that in view of the concentrated endeavors in export horizonsyour company has volunatarily surrendered the certificate or Registration as NBFC And nowtherefore is out of the obligatory commitment to RBI Except of the past years.
TRANSFER TO STATUTORY RESERVES
In view of the fact that your company has surrendered the certificate of Registrationas NBFC There is no obligation to transfer the Pre-determined percentage of profits toReserves and hence has not transferred any reserves but kept in the Reserves and surplusin the balance sheet to stabilize the financial soundness.
FUTURE BUSINESS PROSPECTS:
The business of your company however largely depended and influenced by theinternational status of the business economic conditions fiscal policies internationaltaxation of the other participating countries and other factors related to the domesticeconomy.
As reported the economic conditions of the other participating and importing countriesare either stagnant or subdued and keeping in the view the circumstantial limitation yourcompany with effective strategic planning in the export front may continue to post thesatisfactory results. If the business of export is expanded in the broad base territory ofUSA in addition to the Canadian territory the contribution to margin can be maintained inaddition to the earning of foreign exchange.
Keeping in view the conservation of financial resources the board of Directors of yourcompany deems it fit not to recommend the declaration of the dividend relating to thefinancial ended on 31SiMarch 2018.
CORPORATE GOVERNANCE REPORT 2017-2018
The report on CORPORATE GOVERNANCE as required under Schedule V of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 is included in this Report.Certain statements in the said Report may be forward looking. Many factors may affect theactual results and performance which could be different from what the Directors envisagein terms of the future performance and outlook.
Retirement by rotation.
Mrs. Niranjana Contractor (Din No : 00353207) the Director looking after the day to dayoperations of the company will br retiring by rotation and being eligible offer herselffor reappointment. As required under SEBI (listing Obligation and Disclosure Requirements)Regulations 2015 the details of Director seeking reappointment at the ensuing AnnualGeneral Meeting is provided in the Corporate Governance report forming part of this AnnualReport.
Mr. Hiralal Contractor (DIN No. : 00353126) has expired on 10th April 2017 and theboard of Directors do take this miserable moment to express the deep sense of condolenceon the sad demise and place on record the invaluable contribution and guidance imparted bythe said dignitary.
The board based on Nomination and Remuneration Committee's recommendation in terms ofthe provisions of Sec 146 149 of Companies Act 2013 read with Regulation 25 of the SEBI(listing Obligation and Disclosure Requirements) Regulations 2015. The members at the20th Annual general meeting have approved the appointment of Mr. Amit Nagarsheth (DIN :00377637) AND Mr. Rajiv Chokhawala (DIN NO - 00353274) who are not liable to retire byrotation to hold office for the terms of 5 consecutive years from 27th September 2014 to26th September 2019.
The company has received the declarations under Section 149(6) of the Companies Act2013 from all the independent directors of the company confirming that they meet thecriteria of independent as prescribed under section 149(6) of the Companies' Act 2013 readwith Regulation 25 of the SEBI (listing Obligation and Disclosure Requirements)Regulations 2015
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The independent directors met on30ftMay 2018 and evaluated the performanceof non independent Directors the board as a whole and the chairman of the companyconsidering the view of other directors. Further details are available in the corporategovernance report.
As envisaged by proviso to Sec 149(1) of the Companies Act 2013 read with Rule 3 of theCompanies (Appointment And Qualification of Directors) Rules 2014 read with SEBI (LODR)Regulations Mrs. Niranjana H Contractor (Din- 00353207) is serving on the board as adirector since inception of the company.
KEY MANAGERIAL PERSONAL
Mr. Krishna Contractor (DIN NO -00300342) Managing Director is the key managerialpersonnel of the company under the provision of the companies act 2013.
EVALUATION OF THE BO ARDS PERFORMANCE
The board has carried out an evaluation of his own performance and that of itsdirectors individually and its committees. The manner in which the evaluation has beencarried out is explained in the corporate governance report.
The company has also devised a policy on board diversity detailing the functionalstrategic and structural diversity of the board.
The company has adopted a remuneration policy of directors and senior managementpersonnel detailing inter alia the procedure for director appointment and remunerationincluding the criteria for determining qualification.
The policy ensures that (a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the directors of the quality require to runthe company successfully ; (b) relationship of remuneration to the performance is clearand meets appropriate performance benchmarks ; and (c) remuneration to directors and keymanagerial personnel and senior management involves a balance fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goal. The policy has been approved by the nomination and remunerationcommittee and the board. The remuneration policy document as approved by the board isuploading on the company website.
M/s P.Indrajit & Associates chartered accountants Registration number (117488W)were appointed as statutory Auditors of the company for a period of five years at theAnnual General Meeting (AGM) of the company held on 30th September 2014 to hold officefrom the conclusion of the 20th AGM till the conclusion of the 25th AGM to be held in theyear 2019. The statutory auditiors has furnished a certificate of their eligibility andconsent under section 141 of the companies act 2013 In terms of the listing agreementthe auditors vide their letter dated 25th May 2018 have confirmed that they hold a validcertificate issued by the peer review board of the ICAI.
The members are requested to ratify the appointment of M/s P.Indrajit & Associateschartered accountants Registration number (117488W) As a statutory auditor of thecompany.
The auditor report for the year ended 3TMarch 2018 are free from anyqualification reservation or adverse remarks and hence do not call for any explanationsor comments by the board.
INTERNAL FINANCIAL CONTROL SYSTEM AND THERE ADEQUACY
Your company has policy and procedures for ensuring the orderly and efficient conductof its Business including adherence to companies policies the safeguarding of its Assetsthe prevention and detections of fraud and error the accuracy and completeness ofaccounting records and timely preparation of reliable financial information's. For moredetails please refer to Management Discussion and Analysis Report forming part of thisreport.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The company has appointed CS Ashok Shelat Prop. Ashok Shelat & Associates(MEMBERSHIP NO 3402 & COP NO - 2782) The Practicing Company Secretaries Vadodara tocarry out secretarial audit for the financial year 31st march 2018. The secretarial auditreport for the financial year 31st March 2018 is enclosed as an Annexure. theclarification to the observation in the secretarial audit report are given below:
|Particulars of observations ||EXPLANATION TO THE OBSERVATION |
|01 Appointment of the key managerial personnel like CFO CEO Company as required by Sec. 203 of the Companies Act 2013 is pending compliance however the policy making is commensurate with the size of the company ||Commensurate with the size and magnitude of the company operations The company has a Managing Director to look into the day affairs. The Chief Financial Officer and the Company Secretary were holding the position for one month only up to November 2016 thereafter the company is in search of the candidates for the post. |
|02 The Listing Agreement entered into by the Company with Bombay Stock Exchange (BSE) is complied with in General but format of submissions are not complied with as prescribed under LODR Regulations. However corrective measures are accomplished to update compliances ||The compliance was marginally differing due to the overhauling of the format of submission notified by BSE Authorities leading to the Technical issues to all Stakeholders in general. But it has been regularized now. |
|03 The statutory records like Board Meeting Minutes General Meeting Minutes and other Registers are yet to be updated. ||The Minute books and other statutory registers have since been updated. |
|04 The necessary periodical submissions as per Reserve Bank of India Act 1934 Regulations Directions could not be verified. ||The statutory submissions to the Reserve Bank of India are not now obligatory as the company has ceased to the NBFC by voluntary surrendering of the requisite certificate to The Reserve Bank Of India. |
PARTICULARS OF EMPLOYEES AND REALATED DISCLOSURES
The Particulars of the Employees Covered By the Provision of Section 197(12) Of theCompanies Act 2013 Read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. There under Forms Part of This Report
1. The Ratio of the remuneration of each Director to median remuneration of theemployees for the Financial year 2017-18 and Percentage increase in Remuneration of eachdirector Chief Financial Officers Company Secretary in Financial year 2017-18.
|Name ||Designation ||Ratio to median remuneration ||% increase In remuneration |
|Mr. Krishna Contractor ||Managing Director || ||10% |
|Mrs. Niranjana Contractor ||Director || ||10% |
2. The Percentage increase in the median remuneration of employees in the financialyear 2017-18.
The median remuneration of employees of the company was increased by 10 % during thefinancial year 2017-18.
3. The number of permanent employees on the Roll of the Company as on March 31.2018
There are in on Five Permanent Employees looking to the Business of the Company
4. The relationship between average increase in remuneration and Company performance
As per Remuneration policy of your Company employees are compensated on the basis ofperformance and potential need for achieving competitive advantage in the Business. TheCompensation Structure has been built by regular bench marking over the years withrelevant players across the industry in which your company operates in. The increases in2017-18 were in line with your Company's performance as well as per Company's marketcompetitiveness.
5. Compensation of the remuneration of the Key Managerial Personnel against theperformance of the company
Internally performances rating of all employees (staff) are always spread across anormal distribution curve. The rating given to an employee is used as an input todetermine his variable and merit pay increases. Variable and Merit pay increases arecalculated using a combination of individual performance and Company performance.
6. Variation in the Market Capitalization of the Company price earnings ratio as atclosing date of the current Financial year
|Particular ||March 31 2017 ||March 31 2018 ||Change |
|Rs. Market Capitalization ||2.19 ||2.60 ||0.41 |
|(Rs. In Crores) || || || |
|Price Earnings ratio ||22.90 ||17.87 ||-5.03 |
*For computation of Market Capitalization of the Company and PE ratio we haveconsidered BSE Closing Share price as on March 31 of respective years.
7. Average percentage increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Internally performances rating of all employees (staff) are always spread across anormal distribution curve. The rating obtained by an employee is used as an input todetermine his variable and merit pay increase. Variable and merit pay increase arecalculated using a combination of individual performance and Company performance.
There are no exceptional circumstances for increase in managerial remuneration.
RELATED PARTY TRANS ACTIONS
In terms of section 188 of the Companies Act Read with Rule 15 of The Companies(Meeting Of Board And Its Power) Rules 2014 And The Companies Amendment Act 2015. Theparticulars of the related party transactions are detailed hereunder.
|Name of the related party ||Designation ||Relationship ||Nature of Transaction ||Amount in Lacks ( Rs. ) || ||Outstanding Balance |
| || || || ||2016-17 ||2017-18 ||31-3-18 |
|Income: || || || || || || |
|Contil Canada Ltd. ||None ||Affiliated Company ||Sale of Goods Earning In Foreign Currency) (Export on FOB basis) ||INR 430.56 (CDN) 853219 ||INR 497.94 (CDN) 1003920 ||232.91 |
|Investment: || || || || || || |
|Contil Canada Ltd. Expenses : ||None ||Affiliated Company ||Equity Contribution ||36.73 (USD 90000) ||36.73 (USD 90000) ||36.73 |
|Krishna Contractor ||Managing Director ||Key management personnel ||Director Salary ||1.83 ||3.06 ||1.37 |
|Niranjana Contractor ||Director ||Key Management personnel ||Director Salary ||1.83 ||3.06 ||3.03 |
|Sejal Contractor ||None ||Wife of MD ||Salary ||1.80 ||1.92 ||0.70 |
Note : It is disclosed that Mrs. Niranjana Contractor and Mrs. Sejal Contractor are therelatives of Mr. Krishna Contractor Chairman & Managing Director.
The members of the company have approved the Related Parth Transection between theCompanies in India and overseas Corporate venture in terms of SEC 188 of the CompaniesAct 2013 upto the aggregate financial ciling of Rs. 50.00 Crores and disclosed hereinabove.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has adopted a Policy on Vigil Mechanism in accordance with the provisionsof the Act and Regulation 22 of SEBI (LODR) Regulations 2015 which provides a formalmechanism for all directors employees and other stakeholders of the Company to report tothe management their genuine concerns or grievances about unethical behavior actual orsuspected fraud and any violation of the Company's Code of conduct or ethics policy.
The policy also provides a direct access to the Chairperson of the Audit Committee tomake protective disclosures to the management about grievances or violation of theCompany's Code of conduct.
Disclosure under the Sexual Harassment of Women at Workplace (Preventive Prohibitionand Redressal) Act 2013:
As per the provision of the Sexual Harassment of Women at Workplace (PreventiveProhibition and Redressal) Act 2013 the company has constituted an Internal ComplaintsCommittee (ICC). During the year 2017-18 no complaint was received before the committee.All employees (Permanent Contractual Temporary and Trainees) are covered under thispolicy. Your company has no woman/female employees.
Your Company reaffirms its commitment to Corporate Governance and is fully compliantwith conditions of Corporate Governance stipulated as envisaged by the Regulation 34(3) Ofthe SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 A separatesection of Discloser on Corporate Governance and Certificate from the Firm of CharteredAccountant dated 24.05.2018 in this regards annexed herewith and forms a part of thereport.
The company has not accepted any deposit from the public within the meaning of section73 to 76 of the Companies Act 2013 for the year ended 31st March 2018.
In view of the cessation of your company as NBFC your company is not under obligationto carry out periodical submission however the provisions of FEMA1999 where ever requiredare complied with.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Sec 134(3) (c) read with Sec 134(5) of theCompanies Act 2013 with respect to Directors' Responsibility Statement it is herebystated:
(i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed and that there were nomaterial departures:
(ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of the affairs of the company at the end of thefinancial year 31st March 2018 and of the profits of the company for the yearunder review:
(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of the company and for preventing and detecting a fraud andother irregularity
(iv) That the Directors have prepared the annual account for the year ended 31stMarch 2018 on a "Going Concern Basis."
(v) That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
(vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.
In terms of the provisions of regulation 18 of the SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 read with Section 177 of the Companies Act 2013read with Regulation 18 of the SEBI (LODR) 2015 the Audit committee consists of Mr. AmitNagarsheth Mr. Rajiv Chokhawala the independent directors of the company. Mr. AsarafBhinde the Compliance Officer has acted as coordinator of the Audit committee. The AuditCommittee meetings were held for the year ended 31st March 2018 as detailed inthe other part of this Report in accordance with statutory requirements to reviewcritically the financial statements and information to be transmitted to the stakeholders.All the Directors in the Audit committee are non executive Directors with the chairman tobe the Independent Director. The Audit committee inter alia reviewed the InternalFinancial Control System and reports of the internal auditors and compliance of variousregulations. The committee reviews at length the financial statements and approves thesame before they are placed before the Board of Directors.
PARTICULARS LOANS GIVEN GUARANTEE PROVIDED INVESTMENT MADE AND SECURITIES PROVIDED
During the year the Company has not given an unsecured loan or provision of guarantiesor investment made and securities provided to any of its Associates Company or AffiliatedCompany in or outside India except the business transaction balances for the transactionsdetailed herein above and for which approval U/S 188 has been accorded by members at itsAnnual General Meeting held on 30th September 2017.
PREVENTION OF INSIDER TRADING
The Company has complied with provision of SEBI (Prevention of Insider Trading)regulation to be complied with effect from 15ft May 2015. The Company hasadopted fair Practices Code (FPC) as per the regulations. The Board and designatedemployees of the Company have confirmed compliance with the FPC as applicable forfinancial year 31st March 2018. The code of conduct and policies procedureson Prevention of insider trading has been conceived by Directors.
EXTRACT OF ANNUAL RETURN
As envisaged by the Section 92 of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the details of the extract of AnnualReport inform of MGT-9 is enclosed hereunder.
During the year under review the relationship between the employees and management werecordial.
REPORT ON ENERGY CONSERVATION. FOREGN EXCHANGE EARNING AND OUTGO RESEARCH ANDDEVELOPMENT
Information relating to energy conservation foreign exchange earned and spent andresearch and development activities undertaken by the company in accordance with theprovision of section 134 of the companies act 2013 read with Companies (Accounts) Rules2014 are given herein below.
CONSERVATION OF ENERGY
Your company is conscious to conserve the energy and for the purpose adequate measuresare taken.
Your company continues to use adequate technological application in the operation ofthe company.
RESEARCH AND DEVELOPMENT
The activity of the company is export of pulses etc and hence does not require researchand development information. FOREIGN EXCHANGE EARNING AND OUTGO
The company has exported the food and grocery items to the foreign country on accountof Sale of Goods Earning in Foreign Currency (Export on FOB Basis INR 497.94 lacs (CDN1003920).
Auditor's observations are self explanatory and/or suitably explained in the notes onAccounts. The observation of the Secretarial Auditor is explained in the Directors'report.
Your Directors place on record their sincere appreciation of the co-operation andassistance extended by the bankers of the Company. They also place on record theirappreciation of the devoted services rendered by the Executives Staff Members of theCompany.
The Director concludes this Report by placing on record their gratitude to allshareholders bankers and Govt authorities for their continued support.
By order of the Board of Directors.
For Contil India Limited
K. H. CONTRACTOR (DIN : 00300342)
(Chairman & Managing Director)
Place : Vadodara
Date : 30/05/2018