M/S CONTIL INDIA LIMITED VADODARA
Your Directors have pleasure in presenting their 26th Annual Reporttogether with the Audited Accounts for the year ended 31st March2020.
SUMMARY OF FINANCIAL PERFORMANCE
Thesummarize d financial results are given below: (Rs. In000")
|PARTICULARS ||2019 -20 ||2018-19 |
|Revenue from Operations ||86054 ||76615 |
|Other Income ||2499 ||3332 |
|Total Income ||88553 ||79947 |
|Profit before e depreciation financial charges and taxes ||3476 ||3726 |
|Less Depreciation ||202 ||206 |
|Financial charges ||115 ||108 |
|Profit before tax ||3159 ||3412 |
|Current income tax (provision) ||987 ||789 |
|Deferred income tax ||(7) ||(16) |
|Profit for the year after tax ||2179 ||2639 |
|Add - balance of profit and loss (B/f) ||0 ||0 |
|APPROPRIATIONS : || || |
|Transfer to statutory reserve ||0 ||0 |
|Tax adjustment of earlier years ||0 ||0 |
|MAT Credit ||0 ||0 |
|Depreciation Adjustment ||0 ||0 |
|Balance carried over to balance sheet ||2179 ||2639 |
OPERATIONS & STRATEGIC PLANNING
During the year under review your Company posted a total income of Rs. 886 Lacs asagainst Rs. 799/- in the previous year registering a increasing of about 11.14% yourcompany is in growth stage during The global business sentiment in the last financial yearwas low. Demand was down since September 2019; which was further pulled down due to theCOVID 19 World Pandemic.Situation was deteriorating and "Work from Home" and"Lockdown" was implemented in March 2020 The Board of Directors kicked offcharting a strategic plan to export the more products in the other enriched territory ofUSA in diversity of export to CANADA. Your company has embarked upon the expansion in thespan of export business in its owned established trade mark also.
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 2020.
COVID 19 PANDEMIC APPROACH & IMPACT
The global health pandemic disrupted daily lives livelihoods businesses and economiesworld over orchestrating an uncertain situation on account of endless lockdowns of citiesand countries. This unprecedented event caused an operational and financial dent tobusinesses of all sizes and statures challenging frameworks and continuity plans. Toensure safety of people and continuity of operations businesses resorted to immediateviable measures like remote working and cost reductions to stay afloat and sustain.
With restrictions easing and commercial activity gradually picking up across thecountry business sentiment is showing positive signs of recovery. But will it ever belike before?
The pandemic has forced change: economic societal and commercial. It is imperative torevaluate existing plans remodel to sustain factor in resilience to overcome futurechallenges of similar velocity and most importantly adapt to the New Normal'.
To help the organisation regain lost ground and build a stronger business foundation inthe new normal your Directors have developed a Recovery model elaborating a three-stageprocess encouraging Rethinking original business and commercial assumptionsReprioritising obligations and Addressing issues to adapt and thrive. Consequent to thenationwide lockdown announced by the Government of India the Company Plant and officeswere shut down from March 23 2020 onwards. Since the gradual easing of the lockdown from25th April 2020 onwards and in line with the various directions of the Governments theCompany's plant have commenced operations in a phased manner in line with the marketdemands. The COVID 19 crises has caused significant disturbance and slowdown of theeconomic activities. The Company's management has done as assessment of the situationsincluding the liquidity positions and the recoverability and carrying value of all assetsand liabilities as at March 31 2020 and concluded that there are no material adjustmentsrequired in the financial statements as of March 2020.
However the impact assessment of Covid-19 is a continuing process given theuncertainty associated with its nature and durations. The Company will continue to monitorany materials changes as the situation evolves.
CORPORATE GOVERNANCE REPORT 2019-20.
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 20120. 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.
Retirement by rotation.
Mr. Niranjana Contractor (Din No : 00353207) the Director looking after the day to dayoperations of the company will be 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.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The independent directors met on 30th May 2020 and evaluated theperformance of non-independent Directors the Board as a whole and the chairman of thecompany considering the view of other directors. Further details are available in thecorporate governance 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. As required by REGULATION 17(1A) of LODRREGULATION 2015 MRS Niranjana Contractor ( DIN NO 00353207) has been appointed by SpecialResolution as Director retiring by rotation in the Annual General Meeting of members heldon 30TH September 2020.
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 BOARD'S 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 ( RegistrationNo : 130001W ) were appointed as the statutory Auditors to hold office as such forfive years till the conclusion of Annual General Meeting for the F.Y 31-03-2024. Pursuantto amended Section 139(1) of the Companies Act 2013 the requirement of ratification ofappointment of Auditors at every Annual General Meeting is done away with. Accordingly noresolution for ratification of Auditors is proposed.
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 companyhas 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 2020. The secretarial auditreport for the financial year 31st March 2020 is enclosed as an Annexure. theclarification to the observation in the secretarial audit report are given below:
|Sr. No. Particulars of observations ||EXPLANATION TO THE OBSERVATION |
|Appointment of the key managerial personnel like CEO of the Company as required by Sec. 203 of the Companies Act 2013 & LODR 01 Regulations 2015 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 Managing Director has been acting as CFO AND CEO during the absence of the KMPs. |
|The Listing Agreement entered into by the Company with Bombay Stock Exchange (BSE) is complied with in General but Some of the lapses 02 andformat of submissions are not incompliance with prescribed LODR Regulations 2015. ||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. |
|However corrective measure accomplished to update compliances || |
|The stat utory records like Board Meeting 03 Minutes General Meeting Minutes and other Registers are yet to be updated. ||The Minute books and other statutory registers have since been updated. |
|For the transactions with overseas corporate body We could not conduct 04 verification of FEMA Compliances however We do rely on the Auditors' Report ||The FEMA Provisions are complied with to the extent of the Incoming and outgoing of the Foreign Exchange for the Export undertaken in ordinary course of business. |
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 2019 - 20 and Percentage increase in Remuneration of eachDirector Chief Financial Officers Company Secretary in Financial year 2019 -20.
|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 thefinancial year 2019 -20
No increasing remuneration of employee during the year.
3. The number of permanent employees on the Roll of the Company as on March 312020
There are in on Seven Permanent Employees looking to the Business of the Company
4. The relationship between average increase in remuneration and Companyperformance
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 ratingof all employees (staff) are always spread across anormal distributioncurve. The rating given to an employee is used as an input to determinehis variable and merit pay increases. Variable and Merit pay increases are calculatedusing a combination of individual performance and Company performance.
6. Variation in the Market Capitalization of the Company price earnings ratioas at closing date of the current Financial year
|Particular ||March 31 2019 ||March 31 2020 ||Change |
|*Market Capitalization (Rs. In Crores) ||2.16 ||1.54 ||0.62 |
|Price Earnings ratio ||8.23 ||7.14 ||1.09 |
*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 are detailed hereunder.
| || || || || |
Amount in Lacks
|Name of the related party ||Designation ||Relationship ||Nature of Transaction || ||(Rs.) |
| || || || ||2018 19 ||2019 -20 |
|Income: || || || || || |
|Contil Canada Ltd. ||None ||Affiliated Company ||Sale of Goods Earning ||INR 726.10 (CDN) 1435698 ||INR 886.75 (CDN) |
| || || ||In Foreign Currency) (Export on FOB basis) || ||1684091 |
|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 and Mrs. Sejal Contractor are therelatives 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 venture in terms of SEC 188 of the CompaniesAct 2013 upto the aggregate financial ceiling 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 2019 -20 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 2020. 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 2020.
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 2020 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 2020 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 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 March2020 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 2013the Audit committee consists of Mr. Amit Nagarsheth Mr. Rajiv Chokhawala the IndependentDirectors of the company. CS Priya Agrawal the Compliance Officer has acted ascoordinator of the Audit committee. The Audit Committee meetings were held for the yearended 31st March 20120 as detailed in the other part of this Report inaccordance with statutory requirements to review critically the financial statements andinformation to be transmitted to the stakeholders. All the Directors in the Auditcommittee are non executive Directors with the chairman to be the Independent Director.The Audit committee inter alia reviewed the Internal Financial Control System and reportsof the internal auditors and compliance of various regulations. The committee reviews atlength the financial statements and approves the same before they are placed before theBoard 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 15th 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 2020. 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 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 on FOB Basis INR 886.74 lacs (CDN1684091).
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.
|Place : Vadodara ||By order of the Board of Directors. |
|Date : 30/06/2020 ||For Contil India Limited |
| ||K. H. CONTRACTOR (DIN : 00300342) |