M/S CONTIL INDIA LIMITED VADODARA.
Your Directors have pleasure in presenting their 28th Annual Report together with theAudited Accounts for the year ended 31st March 2022.
SUMMARY OF FINANCIAL PERFORMANCE
The summarized financial results are given below:
(Rs. In 000")
|Particulars ||2021 -22 ||2020 -21 |
|Revenue from Operations ||166979 ||140722 |
|Other Income ||7617 ||6223 |
|Total Income ||174596 ||146945 |
|Profit before e depreciation financial charges and taxes ||8154 ||8569 |
|Less - Depreciation ||197 ||193 |
|Financial charges ||182 ||185 |
|Profit before tax ||7775 ||8191 |
|Current income tax (provision) ||1582 ||1852 |
|Deferred income tax ||3 ||(2 ) |
|Profit for the year after tax ||6196 ||6341 |
Your Company has achieved Revenue Rs.16.69 Crore (Previous year Rs.14.07 Crore) withprofit after tax Rs.61.96 Lacs (Previous year Rs.63.41 Lacs). Revenue of company isincreased compare to previous year.
The Board of Directors kicked off charting a strategic plan to export the more productsin the other enriched territory of USA in diversity of export to CANADA. Your company hasembarked upon the expansion in the span of export business in its owned established trademark also. Your Company is Exporting products in spices flours cereal pulses beautyand cosmetics ayurvedic items articles utensils and other products.
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 31st March 2022.
CORPORATE GOVERNANCE REPORT 2021- 22.
As envisaged by Regulation 15(2)(a) since the paid-up capital of the company is lessthan RS 10.00 crores and net worth of the company is below Rs. 25.00 crores as on 31stmarch 2022. your Company Claims exemption from complying regulation 17 17a 18 19 2021 22 23 24 24a 25 26 27 and clauses (b) to (i)of sub regulation (2) of regulation46 and para c d and e of schedule v of the SEBI (listing obligations and disclosurerequirements) regulations 2015 as amended from time to time and hence the CorporateGovernance Report contains the information as envisaged to be disclosed and therefore inthis Report. Certain statements in the said Report may be forward looking. Many factorsmay affect the actual results and performance which could be different from what theDirectors envisage in terms of the future performance and outlook.
Mr. Niranjana Contractor (DIN No : 00353207) the Woman Director looking after the dayto day operations of the company will be retiring by rotation and being eligible offerherself for reappointment. Mrs Sejalben Contractor ( DIN NO : 09648101 ) appointed asAdditional Director is proposed to be appointed as Director retiring by rotation. In termsof SEC 149152 Mrs Minalben Chokhawala ( DIN NO : 09719511 ) is proposed to be appointedas Independent Director And is eligible to be appointed as Independent Director as per therequisite declaration submitted to the company. As required under SEBI (listing Obligationand Disclosure Requirements) Regulations 2015 the details of Director seekingreappointment at the ensuing Annual General Meeting is provided in the CorporateGovernance report forming part of this Annual Report.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The Independent Directors met on 16 June 2021 and evaluated the performance ofNon-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. Mrs Sejalben Contractor ( DINNO : 09648101 ) anAdditional Director is recommended for appointment as Director may be filling up theoffice as WOMAN Director in terms of SEBI ( Listing Obligations And DisclosureRequirements) Regulations 2015.
KEY MANAGERIAL PERSONAL
Mr. Krishna Contractor (DIN: 00300342) Managing Director is the key ManagerialPersonnel of the Company under the provision of the Companies Act 2013 And theresolution reappointing Mr. Krishna Contractor (DIN: 00300342 has been placed in theensuing ANNUAL GENERAL MEETING of members for a period of five years. Mrs. SejalContractor ( DIN NO : 09648101 )who was appointed an additional Director in t the boardmeeting held on 30th JULY 2022 is proposed to be appointed as Director retiring byrotation. In the ensuing AGM. MRS Niranjana Contractor( DIN NO :00353207 ) is retiring atthe ensuing ANNUAL GENERAL MEETING of members as Director of the Company but beingeligible offers herself for reappointment.
EVALUATION OF THE BOARDS 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.
The Company's Auditor M/S. M. SAHU & CO Chartered Accountants Vadodara(Registration No: 130001W) were appointed as the statutory Auditors to hold office as suchfor five years till the conclusion of Annual General Meeting for the F.Y 31-03-2024.Pursuant to amended Section 139(1) of the Companies Act 2013 the requirement ofratification of appointment of Auditors at every Annual General Meeting is done away with.Accordingly no resolution for ratification of Auditors is proposed. The statutoryAuditors has submitted a requisite certificate that they are not disqualified forappointment as statutory Auditors.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Your company has policy and procedures for ensuring the orderly and efficient conductof its Business including adherence to company's 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 2022. The secretarial auditreport for the financial year 31st March 2022 is enclosed as an Annexure. theclarification to the observation in the secretarial audit report are given below:
|SR NO PARTICULARS OF OBSERVATION REPORTED ||EXPLANATION TO THE OBSERVATIONS |
|A. The company has decided not to opt for compliance of Regulation 15(2) of LODR 2015 for the time being relating to the Corporate Governance obligations ||In Compliance with the LODR 2015 the company is qualified to claim exemption from Regulation 15(2) of LODR 2015. |
|B. Acknowledgement for sending the Notices of the meeting of the Board and Committees are not maintained by the company. However RTA has reported the compliances. ||The Company is reported the compliance of the pre requisites for holding of AGM And other committee meeting from R&T. |
|C. Updating of web site with regards to various policies LODR 2015 compliances is pending for updations. ||Due to diversified business activities into large number of products for export the website is updated. However the details for LODR 2015 compliance are posted on the Website. |
|D. The company has not complied with certain clauses of Listing Agreement/LODR 2015. ||Except few obligations the company has compliance LODR 2015 obligations and will update the same during the year. |
|E. As per Section 203(1)(i) (ii) & (iii) of the Companies Act 2013 one of the directors has been designated as Chief Financial Officer. ||The company has appointed one of the Directors as CFO to consolidate the Indian and overseas operations. |
|F. As per Sec. 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor the company has not appointed Internal Auditor. ||The Company's accounts and enabling documentary evidences are under periodic Audit resulting into vigilant supervision of the statutory Auditors and financial control is commensurate with size of the company. |
|G. The Minutes of the Board meeting and General meetings and committee meetings are yet to be updated and documented as required by the various provisions of Companies Act 2013.The statutory Registers are yet to be updated for the financial Year under review. ||Under the guidance of Company Secretary all the statutory Registers and other records are updated to satisfy the observation of Secretarial Auditor. |
|H. We could not physically verify the records of Registrar & Transfer Agent for transfer of shares or Dematerialization process compliance and relied upon the confirmation given by R&T. ||The records of share Transfers and dematerialization process are open for audit by Secretarial Auditor. R&T however submits the periodic reports to us to discharge the legal obligations under LODR 2015 And other regulations. |
PARTICULARS OF EMPLOYEES AND RELATED 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 2021 - 2022 and percentage increase in Remuneration ofeach Director Chief Financial Officers Company Secretary in Financial year 2021-22.
|Name ||Designation ||Ratio to median remuneration ||% increase In remuneration |
|Mr. Krishna Contractor ||Managing Director ||- ||- |
|Mrs. Niranjana Contractor ||Director ||- ||- |
2. The Percentage increase in the median remuneration of employees in the financialyear 2021-22.
No increasing remuneration of employee during the year.
3. The number of permanent employees on the Roll of the Company as on March 31 2022.
There are in on Seven 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.
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 2021 ||March 31 2022 ||Change |
|*Market Capitalization (Rs. in Crores) ||3.74 ||14.08 ||10.34 |
|Price Earnings Ratio ||2.05 ||2.00 ||0.05 |
*For computation of Market Capitalization of the Company and PE ratio we haveconsidered BSE Closing.
Share price as on March 31 of respective years.
RELATED PARTY TRANSACTIONS
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 concluded at Arm's Length are detailedhereunder.
|Name of the related party ||Designation ||Relationship ||Nature of Transaction ||Amount in Lacks (Rs.) |
| || || || ||2021 - 22 ||2020 -21 |
|Income: || || || || || |
|Contil Canada Ltd. ||None ||Affiliated Company ||Sale of Goods Earning In Foreign Currency) ||INR 1841.43 (CAD) 3156575.00 ||INR 1473.01 (CAD) 2657733 |
|Investment : || || || || || |
|Contil Canada Ltd. ||None ||Affiliated Company ||Equity Contribution ||36.73 (USD 90000) ||36.73 USD 90000) |
|Expenses : || || || || || |
|Krishna Contractor ||Managing Director ||Key management personnel ||Director Salary ||3.06 ||3.06 |
|Niranjana Contractor ||Director ||Key Management personnel ||Director Salary ||3.06 ||3.06 |
|Sejal Contractor ||None ||Wife of MD ||Salary ||1.80 ||1.80 |
Note: It is disclosed that Mrs. Niranjana Contractor (DIN NO: 00353207 ) and Mrs. SejalContractor( DIN NO : 09648101 ) are the relatives of Mr. Krishna Contractor Chairman& Managing Director.
The members of the company have approved the Related Party Transaction between theCompanies in India and overseas corporate affiliate venture in terms of SEC 188 of theCompanies Act 2013 up to the aggregate financial ceiling of Rs.50.00 Crores and disclosedherein above. All the international transactions are at Arm's length.
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 2021-22 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.
As envisaged by Regulation 15(2)(a) since the Paid-up Capital of the company is lessthan RS 10.00 Crores and net worth of the company is below RS 25.00 CRORES as on 31stMARCH 2022. Your Company Claims Exemption from complying Regulation 17 17A 18 19 2021 22 23 24 24A 25 26 27 And clauses(b) to (i)of sub Regulation (2) of Regulation46 and para C D and E of Schedule V of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015 as amended from time to time and hence the CorporateGovernance Report contains the information as envisaged to be disclosed and therefore inthis Report. Certain statements in the said Report may be forward looking. Many factorsmay affect the actual results and performance which could be different from what theDirectors envisage in terms of the future performance and outlook.
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 2022.
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 2022 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 2022 and of the profits of the company for the year underreview:
(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for 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 31st March2022 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 2013relating to the F.Y 31st MARCH 2022 the Audit committee consists of Mr. Amit NagarshethMr. Rajiv Chokhawala the Independent Directors of the Company C.S. Priya Agrawal theCompany Secretary & Compliance Officer has acted as coordinator of the Auditcommittee. The Audit Committee meetings were held for the year ended 31st MARCH 2022 asdetailed in the other part of this Report in accordance with statutory requirements toreview critically the financial statements and information to be transmitted to thestakeholders.
All the Directors in the Audit committee are non-executive Directors with the chairmanto be 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.
PREVENTION OF INSIDER TRADING
The Company has complied with provision of SEBI (Prevention of Insider Trading)regulation to be complied with effect from 15th May 2015. The Company has adopted fairPractices Code (FPC) as per the regulations. The Board and designated employees of theCompany have confirmed compliance with the FPC as applicable for financial year 31stMarch 2022. The code of conduct and policies procedures on Prevention of insider tradinghas 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 in form 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: INR 16.29 Crore (CAD 3156575).
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 |
|Place : Vadodara ||K. H. CONTRACTOR |
|Date : 03-08-2022 ||(DIN: 00300342) |
| ||Chairman & Managing Director |