M/S CONTIL INDIA LIMITED
Your Directors have pleasure in presenting their 25th Annual Report together with theAudited Accounts for the year ended 31st March 2019
SUMMARY OF FINANCIAL PERFORMANCE
The summarized financial results are given below :
(Rs. in 000")
|PARTICULRS ||2018-19 ||2017-18 |
|Profit before e depreciation financial charges and taxes ||3726 ||1987 |
|Less Depreciation ||206 ||110 |
|Financial charges ||108 ||66 |
|Profit before tax ||3412 ||1810 |
|Current income tax (provision) ||789 ||368 |
|Deferred income tax ||(16) ||(13) |
|Profit for the year after tax ||2639 ||1456 |
|Add - balance of profit and loss (B/f) ||14053 ||12887 |
|APPROPRIATIONS : || || |
|Transfer From / to Statutory ||3636 ||(290) |
|Tax adjustment of earlier years ||0 ||0 |
|MAT Credit ||0 ||0 |
|Depreciation Adjustment ||0 ||0 |
|Balance carried over to balance sheet ||20329 ||14053 |
|Book value (Rs per Share) ||0.85 ||0.47 |
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 of USA And the independent business entity has beenincorporated in USA with infrastructure.
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 importingcountries are either stagnant or subdued and keeping in the view the circumstantiallimitation your company with effective strategic planning in the export front may continueto post the satisfactory results. If the business of export is expanded in the broad baseterritory of USA in addition to the Canadian territory the contribution to margin can bemaintained in addition 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 31St March 2019.
CORPORATE GOVERNANCE REPORT 2018-2019
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 2019 Your Company Claims Exemption FROM Complying Regulation1717A1819202122232424A252627 And clauses(b) to (i)of sub Regulation (2) ofRegulation 46 and para C D and E of Schedule V of the SEBI (Listing obligations andDisclosure Requirements) Regulations 2015 as amended from time to time and hence theCorporate Governance Report contains the information as envisaged to be disclosed andtherefore in this Report. Certain statements in the said Report may be forward looking andinformative for the investors in general. Many factors may affect the actual results andperformance which could be different from what the Directors envisage in terms of thefuture 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.
APPOINTMENT Independent director
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 Board hasrecommended the reappointment of Mr. Amit Nagarsheth (DIN : 00377637) AND Mr. RajivChokhawala (DIN NO - 00353274) as INDEPENDENT DIRECTORS at the 25th Annual general meetingby members for the terms of 5 consecutive years from 28th 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 independence as prescribed under section 149(6) of the Companies' Act 2013read with Regulation 25 of the SEBI (listing Obligation and Disclosure Requirements)Regulations 2015
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The independent directors met on 30th May 2018 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.
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. PriyaManoharbhai Agrawal (Membership no: 58697) is appointed as the Company Secretary andCompliance Officer in the category of KEY MANAGERIAL PERSONNEL.
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 deviseda policy on board diversity detailing the functional strategic and structural diversityof 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) thelevel and composition of remuneration is reasonable and sufficient to attract retain and motivate the directors of the quality require to run the company successfully ; (b)relationship of remuneration to the performance is clear and meets appropriate performancebenchmarks ; and (c) remuneration to directors and key managerial personnel and seniormanagement involves a balance fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the company and its goal. The policyhas been approved by the nomination and remuneration committee and the board. Theremuneration policy document as approved by the board is uploading on the company website.
M/s P.Indrajit & Associates chartered accountants Registration number (117488W) aProprietorship firm were appointed as statutory Auditors of the company for a period offive years at the Annual General Meeting (AGM) of the company held on 30th September 2014to hold office from the conclusion of the 20th AGM till the conclusion of the 25th AGM tobe held in the year 2019.In terms of SEC 139(2) And proviso related thereto the saidauditors cannot be appointed as statutory auditors and in compliance with the provisionsof COMPANIES ACT 2013 read with COMPANIES(Audit and Auditors) Rules 2014.The board ofDirectors has therefore recommended the name of M/s. M. SAHU & CO. CharteredAccountants Vadodara (Registration No : 142401) as the statutory Auditors to holdoffice as such for five years till the conclusion of Annual General Meeting for the F.Y31-03-2024 The proposed statutory auditors has furnished a certificate of theireligibility and consent under section 141 of the companies act 2013 in terms of thelisting agreement the auditors vide their letter dated 25th May 2019 have confirmed thatthey hold a valid certificate issued by the peer review board of the ICAI. The members arerequested to appoint M/s M. SAHU & CO chartered accountants Registrationnumber (142401) As a statutory auditor of the company.
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 2019. The secretarial auditreport for the financial year 31st March 2019 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 |
|01 ||Appointment of the key manageria l personnel like CFO CEO and the as required by Sec. 203 of the Companies Act 2013& LODR 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. |
|02 ||The L i s t in g 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 2015. H o w e v e r c o r r e c t i v e m e a s u r e s a r e 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 ||For the transactions with overseas corporate body We could not conduct 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. |
|05 ||The present statutory Auditors M/S P/INDRAJIT & ASSOCIATES will cease to be so in terms of SEC 139(2) of the COMPANIES ACT 2013. We could not verify the tenure of the Independent Directors as provided by SEC 149 READ WITH LODR REGULATIONS. ||In compliance with the provisions of Sec 139(2) the present statutory Auditors holding office for last five Years can not be reappointed and hence has voluntarily refrained from offering for reappointment. The other auditors M/S M. SAHU & CO. Chartered Accountants Vadodara(Registration No : 142401 are recommended for appointment as auditors. |
|06 ||The company claims the exemption from the obligatory provisions of CORPORATE GOVERNANCE in terms of LODR REGULATIONS. ||As envisaged by Regulation 15(2)(a) since the paid up capital of the company is less than RS 10.00 CRORES And net worth of the company is below RS 25.00 CRORES as on 31ST MARCH 2019 Your Company Claims Exemption FROM Complying Regulation 17 17A 18 19 20 21 22 23 24 24A 25 2627 And clauses(b) to (i)of sub Regulation (2) of Regulation 46 and para C D and E of Schedule V of the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 as amended from time to time |